KIER GROUP PLC — AGM Information 2010

Nov 12, 2010

KIER GROUP PLC

RESOLUTIONS (OTHER THAN THOSE CONCERNING ORDINARY BUSINESS) PASSED AT AN ANNUAL GENERAL MEETING ON 12 NOVEMBER 2010

ORDINARY RESOLUTION

• 1 That, pursuant to and in accordance with section 551 of the Companies Act 2006 (the "2006 Act"):
• a. the directors of the Company be and are generally and unconditionally authorised to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £124,928; and
• b. the directors of the Company be and are generally and unconditionally authorised to allot equity securities (within the meaning of section 560(1) of the 2006 Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £249,855 (after deducting from such limit any shares allotted under paragraph (a) of this Resolution 11),

provided that this authority shall expire on the date of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or to convert securities into shares in the Company to be granted and the directors of the Company may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution 11 has expired.

This authority is in substitution for all previous authorities conferred on the directors of the Company in accordance with section 80 of the Companies Act 1985 or section 551 of the 2006 Act.

SPECIAL RESOLUTIONS

• 2 That, subject to the passing of Resolution 11, pursuant to and in accordance with section 570 of the 2006 Act, the directors of the Company be and are generally empowered to allot equity securities (as defined in section 560 (1) of the 2006 Act) wholly for cash pursuant to the authorities conferred by Resolution 11, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
• a. in connection with an offer of such securities by way of rights issue, open offer or other pre-emptive offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or any legal or practical issues under the laws of any territory or the requirements of any regulatory body; and
• b. otherwise than pursuant to paragraph (a) of this Resolution 12, up to an

KIER GROUP PLC

RESOLUTIONS (OTHER THAN THOSE CONCERNING ORDINARY BUSINESS) PASSED AT AN ANNUAL GENERAL MEETING ON 12 NOVEMBER 2010

aggregate nominal amount of £18,739,

provided that this authority shall expire on the date of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 12 has expired.

• 3 That article 118 of the articles of association of the Company be altered so as to increase the aggregate remuneration payable to the directors of the Company by replacing the figure £200,000 in that article 118 with the figure £400,000.
• 4 That, as permitted by section 307A of the 2006 Act, a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, provided that the authority granted pursuant to this Resolution 14 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution 14.
• 5 That:
• a. the payment of the amount of 18.0p per ordinary share by way of interim dividend on 1 May 2009 (the "Interim Dividend") and the entry in the audited accounts of the Company for the year ended 30 June 2009 whereby distributable profits of the Company were appropriated to the payment of the Interim Dividend, be and is hereby ratified and confirmed;
• b. any and all claims which the Company may have in respect of the payment of the Interim Dividend against its shareholders who appeared on the register of shareholders on the relevant record date be released with effect from 1 May 2009 and a deed of release in favour of such shareholders be entered into by the Company in the form of the deed produced to the Meeting and signed by the Chairman for the purposes of identification;
• c. any distribution involved in the giving of any such release in relation to the Interim Dividend be made out of the profits appropriated to the Interim Dividend as aforesaid by reference to a record date identical to the record date for the Interim Dividend; and

any and all claims which the Company has or may have against its directors (whether past, present and future) arising in connection with the payment of the Interim Dividend be released and that a deed of release in favour of the directors of the Company be entered into by the Company in the form of the deed produced to the Meeting and signed by the Chairman for the purposes of identification.

ORDINARY RESOLUTIONS

6 That the rules of the Kier Group plc 2010 Long-Term Incentive Plan, a description of the principal terms of which is set out in the circular accompanying this notice, be

KIER GROUP PLC

RESOLUTIONS (OTHER THAN THOSE CONCERNING ORDINARY BUSINESS) PASSED AT AN ANNUAL GENERAL MEETING ON 12 NOVEMBER 2010

and is approved and that the directors of the Company be and are hereby authorised to do all acts and things necessary to establish and carry the same into effect.

7 That the Kier Group 1999 Employee Benefit Trust be and is authorised to hold, at any one time, up to 10 per cent of the Company's ordinary share capital.