KIER GROUP PLC — AGM Information 2012

Nov 16, 2012

KIER GROUP PLC

RESOLUTIONS PASSED AT AN ANNUAL GENERAL MEETING

ON 15 NOVEMBER 2012

ORDINARY RESOLUTIONS:

• 1 THAT the accounts for the year ended 30 June 2012, together with the reports of the directors and the auditors on those accounts, be received.
• 2 THAT the directors' remuneration report for the year ended 30 June 2012 be approved.
• 3 THAT the payment on 28 November 2012 to the shareholders on the register of members at the close of business on 21 September 2012 of a final dividend for the year ended 30 June 2012 of 44.5p per share is approved.
• 4 THAT Amanda Mellor is elected as a director of Kier Group plc.
• 5 THAT Richard Bailey is re-elected as a director of Kier Group plc.
• 6 THAT Steve Bowcott is re-elected as a director of Kier Group plc.
• 7 THAT Chris Geoghegan is re-elected as a director of Kier Group plc.
• 8 THAT Ian Lawson is re-elected as a director of Kier Group plc.
• 9 THAT Haydn Mursell is re-elected as a director of Kier Group plc.
• 10 THAT Paul Sheffield is re-elected as a director of Kier Group plc.
• 11 THAT Phil White is re-elected as a director of Kier Group plc.
• 12 THAT Nick Winser is re-elected as a director of Kier Group plc.
• 13 THAT KPMG Audit plc are re-appointed as auditors of Kier Group plc, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
• 14 THAT the directors of the Company are hereby authorised to agree the remuneration of KPMG, as auditors of the Company.
• 15 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 ("Rights") up to an aggregate nominal amount of £132,147; 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 £264,295 after deducting from such limit any shares allotted under paragraph (a) of this Resolution 15),

provided that these authorities 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 be granted and the directors of the Company may allot shares and grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution 15 has expired.

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

SPECIAL RESOLUTIONS:

• 16 THAT, subject to the passing of Resolution 15, 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 15, 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 16, up to an aggregate nominal amount of £19,822

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 16 has expired.

17 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 17 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution 17.