KIER GROUP PLC — AGM Information 2013

Jun 14, 2013

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

Ordinary Resolutions of Kier Group plc (the "Company")

At a General Meeting of the Company duly convened and held at 10 a.m. on 14 June 2013, the following resolutions were duly passed as Ordinary Resolutions:

ORDINARY RESOLUTIONS

THAT:

$\mathbf{1}$ subject to resolutions 2 and 3 below being passed:

• $1.1$ the proposed acquisition by the Company of the entire issued and to be issued ordinary share capital of May Gurney Integrated Services PLC ("May Gurney") (the "Acquisition") to be implemented by way of a Court-sanctioned scheme of arrangement of May Gurney under Part 26 of the Companies Act 2006 (the "Scheme") (or a contractual offer made by or on behalf of the Company (the "Offer")), substantially on the terms set out in the prospectus and circular to shareholders outlining the Acquisition dated 14 May 2013 (a copy of which is produced to the meeting and signed for identification purposes by the chairman of the meeting) be and is hereby approved; and
• $1.2$ the directors of the Company (the "Directors") (or any duly constituted committee thereof) be and hereby are authorised to: (i) take all such steps as may be necessary or desirable in connection with, and to implement, the Acquisition; and (ii) agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Acquisition (provided such modifications, variations, revisions, waivers or amendments are not a material change to the terms of the Acquisition), and to any documents and arrangements relating thereto, in either such case as they may in their absolute discretion think fit.
• $2.$ subject to, and conditional upon, (i) the Scheme becoming Effective (save for the delivery of the orders of the High Court of Justice in England and Wales (the "Court") sanctioning the Scheme and confirming the reduction of capital of May Gurney to the Registrar of Companies in England and Wales and (if so ordered by the Court) the registration of such order(s) by the Registrar of Companies in England and Wales); (ii) the UK Listing Authority having acknowledged to the Company or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the new ordinary shares of 1 pence each in the capital of the Company to be issued in connection with the Acquisition ("New Ordinary Shares") to the premium listing segment of the Official List of the UK Listing Authority has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (the "listing conditions")) will become effective as soon as a dealing notice has been issued by the Financial Conduct Authority and any listing conditions have been satisfied; and (iii) the London Stock Exchange plc (the "London Stock Exchange") having acknowledged to the Company or its agent (and such acknowledgement not having been withdrawn) that the New Ordinary Shares will be

$\mathbf{1}$

admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"), or, as the case may be, the Offer becoming or being declared wholly. unconditional (save for Admission), the Directors be and are hereby authorised generally and unconditionally pursuant to and in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot the New Ordinary Shares and to grant rights to subscribe for or to convert any security into shares in the Company, credited as fully paid, with authority to deal with fractional entitlements arising out of such allotment as they think fit and to take all such other steps as they may in their absolute discretion deem necessary, expedient or appropriate to implement such allotment, in connection with the Acquisition up to an aggregate nominal amount of £147,144.45, which authority (i) shall expire on the fifth anniversary of the date of this resolution, save that the Company may allot shares in the Company in connection with the Scheme (or an Offer, as the case may be) and the Acquisition pursuant to any agreement entered into at any time prior to such expiry (whether before or after the passing of this resolution) which would or might require shares in the Company to be allotted after such expiry and the Directors may allot shares in the Company in pursuance of such agreement as if the authority conferred hereby had not expired and (ii) shall be in addition and without prejudice to any other authority under section 551 of the Companies Act 2006 previously granted and in force on the date on which this resolution is passed.

subject to, and conditional upon, the Scheme becoming effective, for the purposes of article 98 of the articles of association of the Company (the "Articles"), the aggregate amount for the time being outstanding of the net borrowings of the group (excluding money owed by any member of the group to any other member of the group) shall not exceed an amount being the greater of (i) three times the adjusted capital and reserves and (ii) £550 million. For the purpose of this resolution, the terms "the group", "net borrowings" and "adjusted capital and reserves" shall have the meaning given in, or be interpreted in accordance with, the Articles.

Chairman

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