KIER GROUP PLC — AGM Information 2021

Nov 19, 2021

KIER GROUP PLC

(the "Company")

Registered number: 2708030

ANNUAL GENERAL MEETING 2021

At the Annual General Meeting of Kier Group plc held on Friday 19 November 2021, the following resolutions were passed as special business:

SPECIAL RESOLUTIONS

• 15 That the draft articles of association of the Company (in the form produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification) be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's current articles of association, with effect from the conclusion of this Annual General Meeting.
• 16 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, such authority to expire at end of the next annual general meeting of the Company.

ORDINARY RESOLUTION

• 17 That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised for the purposes of Part 14 of the 2006 Act during the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's Annual General Meeting in 2022 or the close of business on 31 December 2022:
  • a) to make political donations to political parties, and/or independent election candidates, and/or to political organisations other than political parties not exceeding £25,000 in total; and
  • b) to incur political expenditure not exceeding (when aggregated with any donations made under the authority granted in paragraph (a) above) £25,000 in total.

Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the 2006 Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval. Words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

Jaime Tham Company Secretary