KIER GROUP PLC — AGM Information 2022

Nov 17, 2022

KIER GROUP PLC

RESULT OF ANNUAL GENERAL MEETING

Kier Group plc (the "Company") announces the results of its Annual General Meeting held on 17 November 2022. The voting was held on a poll and the results for each resolution were as follows:

Resolution		Votes for	% votes for1	Votes against	% votes Against 1	Votes Withheld2	Total votes validly cast2	% 3 voted
1	To receive the Annual Report and Accounts for the year ended 30 June 2022	282,784,431	99.97	74,245	0.03	426,690	282,851,867	63.38
2	To approve the Directors' Remuneration Report for the year ended 30 June 2022	114,804,771	56.01	90,166,133	43.99	78,314,462	204,964,095	45.93
3	To re-elect Mr MJ Lester as a Director	261,765,342	92.46	21,341,111	7.54	178,913	283,099,644	63.44
4	To re-elect Mr AOB Davies as a Director	279,517,660	98.71	3,666,516	1.29	94,381	283,184,176	63.45
5	To re-elect Mr SJ Kesterton as a Director	282,675,684	99.83	494,768	0.17	108,105	283,170,452	63.45
6	To re-elect Mr JR Atkinson as a Director	261,588,902	92.37	21,598,960	7.63	90,695	283,187,862	63.46
7	To re-elect Ms AJ Atkinson as a Director	261,607,403	92.39	21,551,380	7.61	119,774	283,158,783	63.45
8	To elect Ms MC Browne OBE as a Director	282,341,728	99.70	843,500	0.30	93,329	283,185,228	63.45
9	To re-elect Dame HV Rabbatts as a Director	247,285,529	87.33	35,884,760	12.67	115,077	283,163,480	63.45
10	To re-elect Mr CG Watson as a Director	261,066,594	92.20	22,099,928	7.80	112,035	283,166,522	63.45
11	To re-appoint PricewaterhouseCoopers LLP as auditor	276,485,158	97.63	6,709,920	2.37	83,479	283,195,078	63.46
12	To authorise the Risk Management and Audit Committee to agree the remuneration of the auditor	282,915,303	99.90	285,445	0.10	77,809	283,200,748	63.46
13	To authorise pollical donations	281,190,253	99.31	1,957,521	0.69	130,783	283,147,774	63.45
14	To authorise the Directors to allot shares	280,880,664	99.21	2,248,807	0.79	141,586	283,129,471	63.44
15	To authorise the Directors to disapply pre emption rights (general)	281,517,433	99.42	1,632,156	0.58	128,968	283,149,589	63.45
16	To authorise the Directors to disapply pre emption rights (acquisition or specified capital investment)	281,316,263	99.35	1,838,287	0.65	124,007	283,154,550	63.45
17	To authorise the Company to call general meetings, other than annual general meetings, on not less than 14 clear days' notice	279,634,320	98.75	3,551,522	1.25	92,715	283,185,842	63.45

Notes:

1. Expressed as a percentage of all votes validly cast (and does not include votes withheld).

2. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

3. Expressed as a percentage of the total issued share capital on 15 November 2022. The number of ordinary shares in issue on 15 November 2022 was 446,280,998.

Shareholders are entitled to one vote per share. Resolutions 1 to 14 (inclusive) were passed as ordinary resolutions and resolutions 15 to 17 (inclusive) were passed as special resolutions.

The Board notes that Resolution 2 (which related to the advisory vote on the Directors' Remuneration Report) was passed with 56.01% of votes in favour.

Prior to the AGM, the Company engaged with its largest shareholders on Directors' long-term incentives and the Remuneration Committee will reflect carefully on the points that they have raised. The Remuneration Committee is commencing its triennial review of the Remuneration Policy and will continue to engage with as many shareholders as possible during 2023 to understand their views. The Policy will be put to shareholders for consideration at the AGM in 2023. In accordance with the UK Corporate Governance Code, the Company will publish an update within the next six months of this AGM.

A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Kier Group plc Legal Entity Identifier is 2138002RKCU2OM4Y7O48.

For enquiries please contact: Jaime Tham Company Secretary