Keller Group PLC

Proxy Solicitation & Information Statement • Apr 11, 2023

Proxy form

For use by Ordinary Shareholders at the Annual General Meeting (AGM) of Keller Group plc (the 'Company')

VOTE ONLINE AT SHAREVOTE.CO.UK

Task ID Shareholder Reference No.

If you cannot attend the AGM and cannot vote online, you should complete this proxy form and return it to our Registrar, Equiniti. All votes must be received no later than 11.00am on Monday 15 May 2023 or, in the event that the AGM is adjourned, no later than two working days before the time of any adjourned AGM. Guidance notes are set out overleaf and in the Notice of AGM.

I/We being (a) member(s) of the Company hereby appoint the Chairman of the AGM or (see note 1 overleaf)

Name of proxy

Number of shares (if not full voting entitlement)

as my/our proxy to attend and speak for me/us on my/our behalf at the AGM of the Company to be held at 11.00am at the offices of DLA Piper UK LLP, 160 Aldersgate Street, London EC1A 4HT on Wednesday 17 May 2023 and at any adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of my/our voting entitlement.

Please tick here if this proxy appointment is one of multiple appointments being made (see note 2 overleaf).

Resolutions		For	Against	Withheld	Resolutions	For	Against	Withheld
	1 Ordinary Resolution – to receive the Annual Report and Accounts				11 Ordinary Resolution – to re-elect Baroness Kate Rock as a Director
	2 Ordinary Resolution – to approve the Directors' remuneration report				12 Ordinary Resolution – to re-elect Michael Speakman as a Director
	3 Ordinary Resolution – to declare a final dividend of 24.5p per Ordinary Share				13 Ordinary Resolution – to authorise the Directors to allot securities pursuant to
	4 Ordinary Resolution – to re-appoint				section 551 of the Companies Act 2006
	Ernst & Young LLP as Auditors				14 Special Resolution – subject to the passing of Resolution 13 to disapply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006
	5 Ordinary Resolution – to authorise the Audit and Risk Committee to agree the remuneration of the Auditors
	6 Ordinary Resolution – to re-elect Paula Bell as a Director				15 Special Resolution – subject to the passing of Resolutions 13 and 14 to disapply pre
	7 Ordinary Resolution – to re-elect				emption rights in limited circumstances 16 Special Resolution – to authorise market purchases of the Company's shares
	David Burke as a Director
	8 Ordinary Resolution – to re-elect Juan G. Hernández Abrams as a Director				17 Ordinary Resolution – to authorise the payment of political donations and political expenditure
	9 Ordinary Resolution – to re-elect Peter Hill CBE as a Director
	10 Ordinary Resolution – to re-elect Eva Lindqvist as a Director				18 Special Resolution – to authorise the calling of a general meeting on 14 days' notice

Notes:

• (1) If you wish to appoint a proxy other than the Chairman of the AGM, please insert their full name in the space provided and delete the words 'the Chairman of the AGM or'. Please initial any such alteration. If you sign and return the form with no name in the space provided, the Chairman of the AGM will be deemed to be your proxy. If you wish a proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
• (2) You are entitled to appoint one or more proxies (who need not be an Ordinary Shareholder of the Company) to attend, speak and vote in your place at the AGM. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy you will need to complete a separate proxy form for each proxy. Additional proxy forms may be obtained from the Company's Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or you may photocopy the form of proxy indicating on each copy the name of the proxy you wish to appoint and (in the box next to the proxy holder's name) the number of shares in respect of which the proxy is appointed. The total votes cast, or in respect whereof an abstention is recorded, by you or your duly appointed proxies may not, in aggregate, exceed the total number of the votes exercisable by you in respect of the Ordinary Shares in the Company of which you are the holder. All forms must be signed and should be returned together in the same envelope.
• (3) Your instructions to your proxy must be indicated in the appropriate space provided by an 'x'. Failure to comply with this requirement will be deemed to authorise your proxy to vote or to abstain from voting at the AGM as your proxy deems fit in respect of all the votes exercisable by such proxy. Your proxy can also do this on any other business which may come before the AGM, including amendments to resolutions and any procedural business.
• (4) The 'withheld' option on this form of proxy is provided to enable you to instruct your proxy not to vote on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the votes 'for' or 'against' a resolution.
• (5) Any alteration or correction made in the form of proxy must be initialled by the signatory/ies.
• (6) Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity, such as a power of attorney, must be attached to this form unless previously recorded by Equiniti or waived by the Chairman of the AGM.
• (7) The completion and lodging of this form will not preclude you from attending the AGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should you wish to do so.
• (8) To be valid, this proxy form must be completed, signed and sent, together with documentary evidence of any power of attorney or other authority under which it is signed, to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.00am on Monday 15 May 2023 or, in the event that the AGM is adjourned, no later than two working days before the time of any adjourned AGM.
• (9) CREST members should refer to the Notice of AGM for instructions regarding CREST electronic proxy appointment services.
• (10) Institutional investors should refer to the Notice of AGM for instructions regarding appointing a proxy electronically via the Proxymity platform.
• (11) You may appoint a proxy electronically by going to www.sharevote.co.uk and following the instructions provided. You will need the Voting ID, Task ID and Shareholder Reference Number shown on the front of this proxy form. If you have registered with the Equiniti online portfolio service, Shareview, you may appoint a proxy by logging onto your portfolio via www.shareview.co.uk and log onto your portfolio using your usual user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions.