KIER GROUP PLC — AGM Information 2015

May 15, 2015

Ordinary and Special Resolutions

of

Kier Group plc (the "Company")

At a General Meeting of the Company duly convened and held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, at 10.00 a.m. on 15 May 2015, the following resolutions were passed:

ORDINARY RESOLUTIONS

THAT:

1

• the proposed acquisition by the Company of MRBL Limited, as described in $(a)$ the combined prospectus and circular to the shareholders of the Company dated 28 April 2015, substantially on the terms and subject to the conditions set out in the Share Purchase Agreement dated 28 April 2015 (the "Acquisition") be, and is hereby, approved; and
• the directors of the Company (the "Directors") (or any duly constituted $(b)$ committee thereof) be and are hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement or complete, or to procure the implementation or completion of, the Acquisition and give effect thereto with such modifications, variations, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments of a material nature) as the Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate in connection with the Acquisition;

• $\overline{2}$ subject to and conditional upon admission to the premium listing segment of the Official List and to trading on the London Stock Exchange plc's main market for listed securities, respectively, of the new ordinary shares of 1p each to be issued by the Company in connection with the issue by way of rights of up to 39,646,692 new ordinary shares at a price of 858p per new ordinary share to qualifying shareholders on the register of members of the Company at close of business on 13 May 2015 (the "Rights Issue"), and in addition to all existing authorities, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £396,466.92 pursuant to or in connection with the Rights Issue, such authority to apply until the conclusion of the annual general meeting of the Company to be held in 2015, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired:

• 3 subject to and conditional upon Resolution 1 being duly passed, 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) £1 billion. For the purpose of this resolution. the terms "the group", "net borrowings" and "adjusted capital and reserves" shall each have the meaning given in, or be interpreted in accordance with, the Articles; and

• 4 for the purposes of Article 118, the maximum aggregate remuneration (payable by way of fee) for the services of the directors of the Company shall be increased from £400,000 per annum to £550,000 per annum.

SPECIAL RESOLUTION

5 That, subject to and conditional upon Resolution 2 being duly passed, and in addition to all existing powers, the Directors be given power pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 2 above, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities pursuant to the authority granted by Resolution 2 up to a nominal amount of £396,466.92, such power to apply until the conclusion of the annual general meeting of the Company to be held in 2015, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted after the power given by this resolution has expired.

pany Secretary

Kier Group plc