KIER GROUP PLC — Proxy Solicitation & Information Statement 2011

Oct 14, 2011

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Kier Group plc Form of Proxy

I/We the undersigned, being (a) holder(s) of ordinary shares in Kier Group plc (the "Company"), hereby appoint the Chairman of the meeting or (Note 1) …………………………………….. of ……………………………………………………………….. as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 12.00 noon on Wednesday, 16 November 2011 and at any adjournment thereof (the "Meeting").

------------------------------------------------------- Signature (Notes 2 & 3) Date ----------------------------2011 Please indicate below by inserting ✓ (or a quantity of shares) in the appropriate box the way in which your proxy is to vote. If you do not do so, your proxy can vote as they choose or can decide not to vote at all. The Withheld option is provided to enable you to instruct your proxy not to vote on any particular resolution. It should be noted that a vote withheld in this way is not a 'vote' in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Resolutions		For	Against	Withheld
1.	To consider and receive the accounts for the year ended 30 June 2011, together with the reports of the directors and the auditors on those accounts
2.	To approve the directors' remuneration report for the year ended 30 June 2011
3.	To declare a final dividend for the year ended 30 June 2011
4.	To re-elect Mr R C Bailey as a director
5.	To re-elect Mr S Bowcott as a director
6.	To re-elect Mr C V Geoghegan as a director
7.	To re-elect Mr I M Lawson as a director
8.	To re-elect Mr H J Mursell as a director
9.	To re-elect Mr M P Sheffield as a director
10.	To re-elect Mr P M White as a director
11.	To re-elect Mr N P Winser as a director
12.	To re-appoint KPMG Audit Plc as auditors
13.	To authorise the directors to agree the remuneration of the auditors
14.	To authorise the directors to allot shares and grant rights to subscribe for, or convert securities into, shares
15.	To disapply statutory pre-emption rights on share allotments
16.	To allow meetings other than annual general meetings to be called on not less than 14 clear days' notice

Please tick here if this Proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy please refer to Note 1.

Notes.

• 1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the Meeting. You may appoint more than one proxy by contacting Capita Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU, provided each proxy is appointed to exercise rights attached to different shares. A proxy need not be a member of the Company. If you wish to appoint a proxy other than the Chairman of the meeting, please delete the words 'the Chairman of the meeting or', initial the deletion and print the name and address of your proxy in the space provided.
• 1. This form of proxy must be signed by the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, it must be executed under its common seal or be signed by an officer or attorney duly authorised by the corporation.
• 1. In the case of joint holders only one need sign the form. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders stand in the register of members.
• 1. To be valid, this form of proxy and any form of authority under which it is executed must be lodged with the Company's registrars, at the address shown on the reverse of this form, by no later than 12.00 noon on Monday, 14 November 2011. Completion of a form of proxy will not preclude a shareholder from attending the meeting and voting in person.
• 1. Alternatively, shareholders may submit their proxy vote electronically via www.kier.co.uk/vote. From there, shareholders can log in to their Capita share portal account or register for the Capita share portal by following the on-screen instructions.
• 1. CREST members may submit their proxy vote electronically using the procedures described in the CREST manual. All messages relating to the proxy must be transmitted so as to be received by Capita Registrars by 12.00 noon on Monday, 14 November 2011.
• 1. Further information relevant to proxies is set out in the notice of the Meeting which accompanies this form.

KIER GROUP PLC – ATTENDANCE CARD

Annual General Meeting – Wednesday, 16 November 2011 at 12.00 noon - the Brewery, Chiswell Street, London EC1Y 4SD. If you plan to attend the Annual General Meeting, please sign this card and hand it in on arrival at the meeting.

Signature: ……………………………………………………………