KIER GROUP PLC — AGM Information 2020

Dec 17, 2020

KIFR GROUP PLC

(the "Company")

Registered number: 2708030

ANNUAL GENERAL MEETING 2020

At the Annual General Meeting of Kier Group plc held on Thursday, 17 December 2020, the following resolutions were passed as special business:

ORDINARY RESOLUTION

• 16 That, the Kier Group plc 2020 Long-Term Incentive Plan (the 'LTIP'), the principal terms of which are summarised in the Appendix to this notice and the draft rules of which are available for inspection in accordance with this notice of meeting and signed for the purposes of identification by the Chairman, be and is hereby approved. and the directors of the Company be and are hereby authorised to:
• $a)$ make such modifications to the LTIP as they consider appropriate to take account of any regulatory requirements and best practice, adopt the LTIP as so modified and do all acts and things as they consider appropriate to carry the LTIP into effect: and
• $b)$ as may be required, establish further plans for the benefit of employees outside the UK, based on the LTIP but modified to take account of local tax, exchange control or securities laws, provided that any shares of the Company made available under such further plans are treated as counting against limits on individual participation and overall participation contained in the LTIP.

SPECIAL RESOLUTION

That, as permitted by section 307A of the 2006 Act, a general meeting of the $17$ Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, such authority to expire at end of the next annual general meeting of the Company.

Hugh Raven Company Secretary