KIER GROUP PLC — AGM Information 2024

Nov 14, 2024

KIER GROUP PLC (the "Company") Registered number: 2708030 ANNUAL GENERAL MEETING 2024

At the Annual General Meeting of Kier Group plc held on Thursday, 14 November 2024, the following resolutions were passed as special business:

ORDINARY RESOLUTIONS

• 14 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 Companies Act 2006 (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 2025 or the close of business on 31 December 2025:
  • (a) to make political donations (as such term is defined in section 364 of the 2006 Act) 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 (as such term is defined in section 365 of the 2006 Act) 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.

15 That,

• (a) the proposed amendments to the rules of the Kier Group plc Sharesave Scheme 2024, previously known as the Kier Group plc Sharesave Scheme 2016 (the 'Sharesave Scheme'), the principal features of which are summarised in the Appendix to this notice 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 continue 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 RESOLUTIONS

• 19 That the Company is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of ordinary shares of 1 pence each in the capital of the Company, provided that:
  • (a) the maximum number of shares which may be purchased under this authority is 45,270,364;
  • (b) the minimum price which may be paid for a share is the nominal value of that share;
  • (c) the maximum price which may be paid for a share is an amount equal to the higher of (i) 105% of the average of the closing price of the Company's shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange as stipulated by Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation (as it forms part of UK law),

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2025 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry), unless such authority is renewed prior to such time.

20 That, as permitted by section 307A of the 2006 Act, 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 the end of the next annual general meeting of the Company.

Jaime Tham Company Secretary