KIER GROUP PLC — AGM Information 2019

Oct 10, 2019

Attendance card - Kier Group plc

Annual General Meeting

Kier Group plc Annual General Meeting - 10.00 a.m. on Friday, 15 November 2019 at Linklaters LLP, One Silk Street, London EC2Y 8HQ

If you wish to attend the Annual General Meeting, please sign this card and hand it in on arrival at the meeting.

Signature of person attending

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Form of proxy - Kier Group plc

Annual General Meeting

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Event code:

I/We the undersigned, being (a) holder(s) of ordinary shares in Kier Group plc (the 'Company'), hereby appoint the chairman of the meeting or (see note 1 overleaf)

	Number of
Name of proxy'	shares proxy
	ited over

as my/our proxy to attend, speak and vote on my/our behalf at the annual general meeting of the Company to be held at 10.00 a.m. on Friday, 15 November 2019
and at any adjournment thereof (the 'Meeting').

Please indicate below by inserting 'X' in the appropriate box the way in which your proxy is to vote. If you do not do so, your proxy can vote as they choose or can
decide not to vote at all. The 'withheld' option is provi

or
Sainst
30e
tthheld

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 1 overleaf.

Resolutions

$\mathbf{1}$	To receive the annual report and accounts for the year ended 30 June 2019	XXX
2	To approve the directors' remuneration report for the year ended 30 June 2019 (other than the summary of the directors' remuneration policy)	IXIXIX
3	To elect Mr A O B Davies as a director	XXXX
4	To elect Mr S J Kesterton as a director	XXX
5.	To re-elect Mr J R Atkinson as a director	XIXIX
6	To re-elect Mrs C F Baroudel as a director	XIXIX
7	To re-elect Mrs A K Bashforth as a director	XIXIX
8	To re-elect Mr P G Cox as a director

	gai Jote vith ð,
To re-elect Mr C Veritiero as a director 9	XIXIX
10 To re-elect Mr A C Walker as a director	XXX
11 To re-appoint PricewaterhouseCoopers LLP as the auditor	XXX
12 To authorise the directors to agree the remuneration of the auditor	XXX
13 To renew the directors' authority to allot shares	XXX
14 To renew the directors' authority to disapply pre-emption rights (general)	XXX
15 To renew the directors' authority to disapply pre-emption rights (acquisition or specified capital investment)	XXX
16 To allow meetings other than annual general meetings to be called on not less than 14 clear days' notice	XIXIX

$\frac{1}{2}$ $\frac{1}{2}$

Date

Notes

• As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the $\overline{1}$ Meeting. Completion of a form of proxy will not preclude you from attending the Meeting and voting in person. You may appoint more than one proxy by contacting Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, provided each proxy is appointed to exercise rights attached to different shares. A proxy need not be a member of the Company. If you wish to appoint a proxy other than the chairman of the Meeting, please delete the words 'the chairman of the meeting or', initial the deletion and print the name of your proxy in the space provided.
• $\overline{c}$ This form of proxy must be signed and dated by the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, it must be executed under its common seal or be signed by an officer or attorney duly authorised by the corporation.
• $\mathcal{R}$ In the case of joint holders, only one need sign the form but the names of all holders should be stated. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders appear in the register of members.
• $\overline{4}$ To be valid, this form of proxy and any form of authority under which it is executed must be lodged with the Company's registrars, Link Asset Services, using the enclosed pre-paid envelope, by no later than 10.00 a.m. on Wednesday, 13 November 2019.
• 5 Alternatively, shareholders may submit their proxy vote electronically via www.kier.co.uk/vote. From there, shareholders can log in to their Link share portal account or register for the Link share portal by following the on-screen instructions. Shareholders will need their Investor Code (IVC) which can be found on their share certificate or recent dividend confirmation. To be valid, online proxy votes must have been received by Link Asset Services by 10.00 a.m. on Wednesday, 13 November 2019.
• CREST members may submit their proxy vote electronically using the procedures described in the CREST manual, so as to have been received by Link 6 Asset Services by 10.00 a.m. on Wednesday, 13 November 2019.
• $\overline{7}$ Further information relevant to proxies is set out in the notice of the Meeting which accompanies this form.
• 8 Any alterations made to this form of proxy should be initialled.