KIER GROUP PLC — AGM Information 2015

Nov 12, 2015

KIER GROUP PLC

(the "Company")

Registered number: 2708030

ANNUAL GENERAL MEETING 2015

At the Annual General Meeting of Kier Group plc held on Thursday 12 November 2015, the following resolutions were passed as special business:

ORDINARY RESOLUTION

• 1. That.
• a. the rules of the Kier Group plc Sharesave Scheme 2016 (the 'Sharesave Scheme'), the principal features of which are summarised in the Appendix to the notice of meeting and a copy of which is produced in draft to the meeting, be approved and the directors be authorised to do all things necessary to operate the Sharesave Scheme in accordance with its rules; and
• b. the directors be authorised to establish such further plans for the benefit of overseas employees based on the Sharesave Scheme, subject to such modifications as may be appropriate or necessary to take account of overseas securities laws, exchange controls and tax legislation, provided that any ordinary shares of the Company made available under any such further plan(s) are treated as counting against any limits on individual or overall participation in the Sharesave Scheme.

SPECIAL RESOLUTION

1. That, as permitted by section 307A of the Companies Act 2006, 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 20 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution 20.

Hugh Raven Company Secretary