KIER GROUP PLC — Proxy Solicitation & Information Statement 2010

Oct 13, 2010

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should contact your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, as amended. If you have sold or transferred all of your shares in Kier Group plc, please send this document and all other enclosures to the stockbroker or agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

KIER GROUP PLC

NOTICE OF ANNUAL GENERAL MEETING

12 NOVEMBER 2010

KIER GROUP plc - NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting (the "Meeting") of Kier Group plc (the "Company") will be held at the Brewery, Chiswell Street, London EC1Y 4SD on Friday, 12 November 2010 at 11.00 a.m. for the following purposes:

Ordinary business

• 1. To receive the accounts for the year ended 30 June 2010, together with the reports of the directors and the auditors thereon.
• 2. To approve the directors' remuneration report for the year ended 30 June 2010.
• 3. To declare a final dividend of 39.5p per ordinary share for the year ended 30 June 2010.
• 4. To elect Mr S Bowcott as a director of the Company. (See note 1)
• 5. To elect Mr H J Mursell as a director of the Company. (See note 1)
• 6. To elect Mr R C Bailey as a director of the Company. (See note 1)
• 7. To re-elect Mr C V Geoghegan, who retires by rotation, as a director of the Company. (See note 2)
• 8. To re-elect Mr I M Lawson, who retires by rotation, as a director of the Company. (See note 2)
• 9. To re-elect Mr R W Simkin, who retires by rotation, as a director of the Company. (See note 2)
• 10. To re-appoint KPMG Audit Plc as auditors of the Company and to authorise the directors of the Company to determine their remuneration. (See note 2)

Special business

11. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, pursuant to and in accordance with section 551 of the Companies Act 2006 (the "2006 Act"):

• a. the directors of the Company be and are generally and unconditionally authorised to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £124,928; and
• b. the directors of the Company be and are generally and unconditionally authorised to allot equity securities (within the meaning of section 560(1) of the 2006 Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £249,855 (after deducting from such limit any shares allotted under paragraph (a) of this Resolution 11),

provided that this authority shall expire on the date of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or to convert securities into shares in the Company to be granted and the directors of the Company may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution 11 has expired.

This authority is in substitution for all previous authorities conferred on the directors of the Company in accordance with section 80 of the Companies Act 1985 or section 551 of the 2006 Act. (See note 3)

12. To consider and, if thought fit, to pass the following resolution as a special resolution:

That, subject to the passing of Resolution 11, pursuant to and in accordance with section 570 of the 2006 Act, the directors of the Company be and are generally empowered to allot equity securities (as defined in section 560 (1) of the 2006 Act) wholly for cash pursuant to the authorities conferred by Resolution 11, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

• a. in connection with an offer of such securities by way of rights issue, open offer or other preemptive offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or any legal or practical issues under the laws of any territory or the requirements of any regulatory body; and
• b. otherwise than pursuant to paragraph (a) of this Resolution 12, up to an aggregate nominal amount of £18,739,

provided that this authority shall expire on the date of the next annual general meeting of the Company (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 12 has expired. (See note 4)

13. To consider and, if thought fit, to pass the following resolution as a special resolution:

That article 118 of the articles of association of the Company be altered so as to increase the aggregate remuneration payable to the directors of the Company by replacing the figure £200,000 in that article 118 with the figure £400,000. (See note 5)

14. To consider and, if thought fit, to pass the following resolution as a special resolution:

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, provided that the authority granted pursuant to this Resolution 14 shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution 14. (See note 6)

15. To consider and, if thought fit, to pass the following resolution as a special resolution:

That:

• a. the payment of the amount of 18.0p per ordinary share by way of interim dividend on 1 May 2009 (the "Interim Dividend") and the entry in the audited accounts of the Company for the year ended 30 June 2009 whereby distributable profits of the Company were appropriated to the payment of the Interim Dividend, be and is hereby ratified and confirmed;
• b. any and all claims which the Company may have in respect of the payment of the Interim Dividend against its shareholders who appeared on the register of shareholders on the relevant record date be released with effect from 1 May 2009 and a deed of release in favour of such shareholders be entered into by the Company in the form of the deed produced to the Meeting and signed by the Chairman for the purposes of identification;
• c. any distribution involved in the giving of any such release in relation to the Interim Dividend be made out of the profits appropriated to the Interim Dividend as aforesaid by reference to a record date identical to the record date for the Interim Dividend; and
• d. any and all claims which the Company has or may have against its directors (whether past, present and future) arising in connection with the payment of the Interim Dividend be released and that a deed of release in favour of the directors of the Company be entered into by the Company in the form of the deed produced to the Meeting and signed by the Chairman for the purposes of identification. (See note 7)

16. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the rules of the Kier Group plc 2010 Long-Term Incentive Plan, a description of the principal terms of which is set out in the circular accompanying this notice, be and is approved and that the directors of the Company be and are hereby authorised to do all acts and things necessary to establish and carry the same into effect. (See note 8)

17. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the Kier Group 1999 Employee Benefit Trust be and is authorised to hold, at any one time, up to 10 per cent. of the Company's ordinary share capital. (See note 9)

By order of the Board Registered office: H E E Raven Tempsford Hall Company Secretary Sandy Kier Group plc Bedfordshire 28 September 2010 SG19 2BD

Registered number: 2708030

ww.kier.co.uk

Notes Relating to Resolutions:

1. Resolutions 4 to 6 (inclusive) – election of directors: biographical information on Mr S Bowcott is set out on page 48 of the Annual Report and Accounts of the Company for the year ended 30 June 2010. Biographical information on Mr H J Mursell and Mr R C Bailey is as follows:

Haydn Jonathan Mursell, aged 39, joined the Group in August 2010 as group finance director designate from Balfour Beatty plc, where he held the position of deputy group finance director.

Prior to Balfour Beatty plc, he worked for Bovis Lend Lease for more than seven years in a number of senior European and Global finance roles, most recently as chief financial officer in the UK.

Haydn is a mathematics graduate, qualifying as a chartered accountant with KPMG in London. He has significant experience of the construction industry, having spent the majority of his career in this and related sectors.

Richard Charles Bailey, aged 58, is a partner in Rothschild, the global investment bank. He is executive chairman of Rothschild's mid-cap business, having worked for the bank for 29 years.

Richard has been involved in a range of private and public company work, with a focus on mergers, acquisitions, private equity and capital raisings, having advised on a significant number of initial public offerings and debt restructurings across a number of different sectors.

• 2. Resolutions 7 to 9 (inclusive) re-election of directors: biographical information on Mr C V Geoghegan, Mr I M Lawson and Mr R W Simkin is set out on page 48 of the Annual Report and Accounts of the Company for the year ended 30 June 2010.
• 3. Resolution 11 directors' authority to allot new shares: section 551 of the 2006 Act prevents directors from allotting unissued securities without the authority of shareholders. Paragraph (a) of this resolution will, if approved, give the directors a general authority to allot additional share capital, within certain constraints. It will permit the directors of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £124,928, representing approximately one-third of the total issued ordinary share capital of the Company as at 28 September 2010, the latest practicable date before publication of this notice.

In line with guidance issued by the Association of British Insurers, paragraph (b) of this resolution will, if approved, give the directors of the Company additional authority in the case of a rights issue to allot ordinary shares in favour of ordinary shareholders up to an aggregate nominal amount of £249,855, less the nominal amount of any shares issued under paragraph (b) of this resolution. This amount (before any reduction) is approximately two-thirds of the total issued ordinary share capital of the Company as at 28 September 2010, the latest practicable date before publication of this notice.

The directors of the Company have no present plans to exercise the authority granted under this resolution, other than in connection with employee share schemes and the scrip dividend alternative. It is the Company's policy to seek renewal of these authorities annually. If the additional authority in paragraph (b) of this resolution is used, the directors intend to follow the Association of British Insurers' recommendation that all of the directors will stand for re-election at the next annual general meeting. The Company does not hold any of its equity securities in treasury.

4. Resolution 12 – disapplication of pre-emption rights: section 561(1) of the 2006 Act provides that "equity securities" (including shares) must normally be issued to existing shareholders for cash in proportion to their existing shareholdings.

Paragraph (a) of this resolution will, if approved, enable the directors of the Company to overcome certain practical difficulties that could arise in the context of a pre-emptive offering.

Paragraph (b) of this resolution will, if approved, provide the directors of the Company with an authority consistent with section 570 of the 2006 Act to disapply section 561(1) of the 2006 Act and, therefore, a limited authority to issue equity securities for cash, other than on a pre-emptive basis to existing shareholders. Paragraph (b) of this resolution is in line with the guidelines of the Association

of British Insurers and, if approved, will enable the Company to allot equity securities for cash up to a maximum aggregate nominal amount of £18,739, representing approximately 5 per cent. of the existing issued ordinary share capital of the Company as at 28 September 2010, the latest practicable date before publication of this notice.

It is the Company's policy to seek renewal of these authorities annually. The directors of the Company have no current intention to allot shares other than in connection with employee share schemes and the scrip dividend alternative. Over the last ten years, the Company has issued between approximately 0.3 per cent. and approximately 2.3 per cent. per annum under this authority and a maximum of approximately 5.76 per cent. in any three year rolling period. This is in line with the Pre-Emption Group Statement of Principles, which state that companies should not issue more than 7.5 per cent. of their total issued share capital on a non-pre-emptive basis over a three year rolling period without prior consultation with its shareholders.

• 5. Resolution 13 amendment to Articles of Association: Article 118 of the Company's current Articles of Association provides that, unless otherwise approved by ordinary resolution of the Company in general meeting, the maximum amount of remuneration (by way of fee) payable by the Company to its directors shall not exceed £200,000. With effect from the conclusion of the Meeting, the total aggregate remuneration (by way of fee) payable by the Company to its directors will be £292,470. It is, therefore, proposed that Article 118 be amended to permit the Company to pay an aggregate remuneration (by way of fee) of up to £400,000 to its directors.
• 6. Resolution 14 notice of general meetings: changes made to the 2006 Act by The Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice.

The Company would like to be able to call general meetings other than an annual general meeting on 14 clear days' notice without obtaining such shareholder approval. If granted, the approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

7. Resolution 15 - ratification and confirmation of the 2009 interim dividend and matters relating thereto: a technical issue has arisen in respect of the interim dividend of 18.0p per ordinary share paid by the Company to shareholders (amounting to approximately £6,600,000) on 1 May 2009 (the "2009 Interim Dividend"). When the Company paid the 2009 Interim Dividend, although the Company had sufficient distributable profits to pay that dividend at the payment date, interim accounts (as defined in the 2006 Act) showing the requisite level of distributable profits had inadvertently not been filed at Companies House, as required by that Act. As a result, the 2009 Interim Dividend was paid in technical infringement of the 2006 Act.

The Company has been advised that it may have claims against past and present shareholders who were recipients of the 2009 Interim Dividend to recover the amount paid by way of the dividend. Similarly, the Company has also been advised that it may have claims against those directors who participated in the meetings of the board of directors at which the decision was taken to pay the 2009 Interim Dividend.

It is clearly not the intention of the Company that any such claim should be made by the Company against either its shareholders or its directors. This matter can be remedied by the shareholders passing a resolution which puts shareholders and directors into the position in which they were always intended to be. Resolution 15, which is proposed as a special resolution, is to ratify the appropriation of profits to the payment of the 2009 Interim Dividend, to waive any rights of the Company against the shareholders who received the 2009 Interim Dividend, to waive any rights of the Company against both past and present directors in respect of the 2009 Interim Dividend and to approve the Company entering into deeds of release in favour of such shareholders and directors. Copies of the form of the deeds of release are available for inspection in the manner described in paragraph 10 of the General Notes.

The Company has drawn the attention of HM Revenue & Customs ("HMRC") to the circumstances surrounding the payment of the 2009 Interim Dividend and to the steps that are now proposed to rectify the legal position of the Company. HMRC has confirmed that the tax position of UK shareholders is not affected by any irregularity in the original dividend and that UK shareholders should therefore include this dividend in their tax returns on the basis of the information shown on the original tax vouchers in respect of 1 May 2009 as a dividend received on that day. Therefore, if shareholders approve the resolution submitted for their approval, this should have no effect on the amount of their taxable income or on the period for which it is assessable to UK tax. If any non-UK resident shareholder has any doubts about his tax position, he should consult his own professional adviser.

As a result of their interest in its subject matter, the directors who are also shareholders (holding beneficially in aggregate approximately 2.08 per cent. of the issued share capital of the Company as at 28 September 2010, the latest practicable date before publication of this notice) will not vote on this resolution.

8. Resolution 16 – new long-term incentive plan: the rules of the Company's 1999 Long-Term Incentive Plan expired on 17 December 2009. This resolution seeks shareholder approval for the adoption of a replacement plan, being the Kier Group plc 2010 Long-Term Incentive Plan (the "LTIP").

Historically, participation in the previous plan was limited (at the Remuneration Committee's discretion) to the executive management team of approximately 32 individuals. It is now proposed that participation in the LTIP be extended to cover the Company's entire senior management team of approximately 170 individuals. By extending participation to a wider pool of individuals, the Remuneration Committee believes that alignment of management with the interests of the Company's shareholders will be strengthened.

The principal terms of the LTIP are summarised in the circular to shareholders which accompanies this notice. A full copy of the LTIP rules is available for inspection in the manner described in paragraph 10 of the General Notes.

9. Resolution 17 – increase in shareholding of employee benefit trust: the Kier Group 1999 Employee Benefit Trust (the "Trust") was approved by the Company's shareholders in general meeting on 27 November 1999. Historically, the Trust has held ordinary shares in the capital of the Company for the purposes of satisfying awards under the Company's 1999 Long-Term Incentive Plan. It is now proposed that the Trust will also be used to hold ordinary shares in the capital of the Company for the purposes of satisfying awards under the new 2010 Long-Term Incentive Plan (see Note 8 above), as well as for the purposes of new deferred bonus arrangements that the Company is proposing to introduce (as described in the Annual Report and Accounts accompanying this notice). As a result, it is likely that the amount of ordinary shares held by the Trust at any one time will exceed 5 per cent. of the Company's ordinary share capital.

There is no limit under the terms of the Trust as to the number of ordinary shares that can be held in the trust fund. However, in accordance with good corporate governance (please see paragraph 10 the Association of British Insurer's guidelines on share-based incentive schemes), the Company is required to seek shareholder approval if it is likely that the number of ordinary shares held in the Trust at any one time could exceed 5 per cent. of the Company's issued ordinary share capital. This resolution seeks shareholder approval for the Trust to hold up to 10 per cent. of the Company's issued ordinary share capital at any one time.

Recommendation

The board of directors of the Company believes that, other than Resolution 15 (in relation to which, please see below), all the resolutions to be proposed at the Meeting are in the best interests of shareholders as a whole and recommend that all shareholders vote in favour of such resolutions, as they themselves intend to do so in respect of their aggregate holding of ordinary shares in the capital of the Company (amounting to approximately 2.08 per cent. of the issued share capital of the Company as at 28 September 2010, the latest practicable date before publication of this notice).

Other than Richard Bailey, all of the current directors have an interest in the subject matter of Resolution 15 and, as a result, do not consider it appropriate that they make a recommendation in relation to that resolution. However, the board of directors, as represented by Mr. Bailey, being an independent director with respect to Resolution 15, believes that Resolution 15 is in the best interests of shareholders as a whole and recommends that all shareholders vote in favour of that resolution.

General Notes:

• 1. As permitted by section 360B(3) of the 2006 Act and pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders entered in the register of members of the Company at 6.00 p.m. on Wednesday, 10 November 2010 will be entitled to attend and vote at the Meeting in respect of the shares registered in their name at that time. Changes to entries in the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
• 2. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend, speak and vote on their behalf, provided that each proxy is appointed in respect of a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. Appointing a proxy does not prevent a shareholder from attending and voting at the Meeting. If a share is held by joint shareholders, and more than one of the joint holders votes (including by way of proxy), the only vote that will count is the vote of the person whose name is listed as the first of the joint holders in the Company's register of members.
• 3. In order to be valid, a completed form of proxy must be lodged with the Company's Registrars, Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11.00 a.m. on Wednesday, 10 November 2010 or not less than 48 hours before the start of any adjournment of the Meeting (ignoring any part of a day that is not a working day). A form of proxy is enclosed for use by members. The form can be lodged by post, electronically or, for CREST members, via the CREST electronic proxy appointment service.
• 4. Any corporate shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its power as a member provided that they do not do so in relation to the same shares.
• 5. Shareholders may submit their proxy vote electronically via www.kier.co.uk/vote. From there, shareholders can log into their Capita share portal accounts or register for the Capita share portal. To register, select "Account Registration", then enter the relevant surname, investor code, postcode and email address. Create a password and click "Register" to proceed. Shareholders will be able to vote immediately by selecting "Proxy Voting" from the menu. Shareholders can find their investor code on the form of proxy enclosed with this notice.
• 6. Any person to whom this notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a "Nominated Person") may, under an agreement between it and the shareholder by whom it was nominated, have a right to be appointed (or have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment or does not exercise it, it may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in note 2 above does not extend to Nominated Persons.

• 7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment thereof by using the procedures described in the CREST manual. The CREST manual can be found at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST proxy instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specification and must contain the information required for such instructions, as described in the CREST manual. All messages regarding the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by Capita Registrars (ID RA10) by no later than 11.00 a.m. on Wednesday, 10 November 2010. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will apply in relation to the input of CREST proxy instructions. It is therefore the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

• 8. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are directed to those sections of the CREST manual concerning the practical limitations of the CREST systems and timings. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 9. As at 28 September 2010 (the latest practicable date before publication of this notice), the total number of ordinary shares of 1p in the capital of the Company in issue was 37,478,293 shares, with each share carrying the right to one vote. The total number of voting rights in the Company as at such date was therefore 37,478,293. There are no shares held in treasury.
• 10. Copies of the following documents are available for inspection at the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this notice until the close of the Meeting and at the place of the Meeting from at least 15 minutes prior to and until the conclusion of the Meeting:
• a. the service contracts and letters of appointment of each of the directors;
• b. the articles of association of the Company marked up to show the amendment proposed pursuant to Resolution 13;
• c. the form of the deed of release in favour of shareholders and the form of the deed of release in favour of the directors of the Company, each as referred to in Resolution 15;
• d. the rules of the LTIP referred to in Resolution 16; and
• e. this document.
• 11. From the date of this notice and for the next two years the following information will be available on the Company's website (www.kier.co.uk) and can be accessed via the Investor Relations section of such website:
• a. the matters set out in this notice;
• b. the total number of shares in the Company in respect of which members are entitled to exercise voting rights at the Meeting; and
• c. the total of the voting rights that members are entitled to exercise at the Meeting.

Any members' statements, members' resolutions and members' matters of business received by the Company after the date of this notice will be added to the information already available on the website as soon as reasonably practicable and will also be made available for the following two years.

• 12. Pursuant to section 319A of the 2006 Act, any member attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting, but no such answer need be given: (i) if to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information or (ii) if the answer has already been given on a website in the form of an answer to a question or (iii) if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
• 13. Pursuant to Chapter 5 of Part 16 of the 2006 Act, where requested by either a member or members meeting the threshold requirements set out in section 527 of that Chapter 5, the Company must publish on its website a statement setting out any matter that such member or members propose to raise at the Meeting relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting.

Where the Company is required to publish such a statement on its website, it may not require the members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website and the statement may be dealt with as part of the business of the Meeting.

A member or members wishing to request publication of such a statement on the Company's website must send a signed request to the Company, in hard copy form, to Mr H E E Raven, Company Secretary, Kier Group plc, Tempsford Hall, Sandy, Bedfordshire SG19 2BD.

The request must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported, and be received by the Company at least one week before the Meeting.

No other method of communication will be accepted. In particular, a member may not use any electronic address provided either in this notice or in any related documents to communicate with the Company for any purpose other than those expressly stated in this notice or in such other related documents.