KIER GROUP PLC — Proxy Solicitation & Information Statement 2021

May 13, 2021

For

Against

Vote

Withheld

Kier Group plc General Meeting – 10.00 a.m. on Wednesday 16 June 2021 at the Tungsten Building, Central Boulevard, Blythe Valley Park, Solihull B90 8AU.

In light of the current guidance related to physical meetings due to the COVID-19 pandemic and bearing in mind the importance of the safety of our Shareholders and colleagues, Shareholders are strongly encouraged not to attend the General Meeting in person. We therefore strongly encourage all Shareholders either to vote in advance of the meeting or to appoint the Chairman of the General Meeting as their proxy to vote on their behalf at the meeting. Depending on continued restrictions on public gatherings or other government measures at the time of the General Meeting, it may not be possible for other named proxies to physically attend. Shareholders can vote in advance via Link Group at www.signalshares.com or complete and return the Proxy voting form below. The Company is hosting a live webcast via www.kier.co.uk/investors and shareholders can view the webcast or listen in by telephone and will be able to ask questions to the Chairman during the meeting. Please see the Notice of General Meeting for further information.

For guidance on how to complete this form, please refer to the Notice of General Meeting on the Company's website www.kier.co.uk.

You may vote or provide your voting instructions to the Chairman of the General Meeting at www.signalshares.com instead of using this form. You will need your Investor Code to vote electronically.

FORM OF PROXY – Kier Group plc GENERAL MEETING
	Barcode:
Number of ordinary shares appointed over: (if less than your full voting entitlement)	Event code:
I/We being (a) member/members hereby appoint the Chairman of the meeting or as my/our proxy, to attend, speak and vote on my/our behalf at the General Meeting of the Company to be held at 10.00 a.m. on Wednesday 16 June 2021 at the Tungsten Building, Central Boulevard, Blythe Valley Park, Solihull B90 8AU and at any adjournment thereof.

Please indicate below by inserting 'X' 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 the 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' the resolution.

RESOLUTION

Please mark 'X' to indicate how you wish to vote

1. THAT (a) the terms of:

2. (i) the proposed issue by way of firm placing of 141,851,386 new ordinary shares of 1 pence each in the capital of the Company (the "Firm Placing"); (ii) the proposed issue by way of placing and open offer of 141,851,386 new ordinary shares of 1 pence each in the capital of the Company (the "Placing and

   • Open Offer" and, together with the Firm Placing, the "Firm Placing and Placing and Open Offer"); and
3. (iii) the proposed issue of 347,057 new ordinary shares of 1 pence each in the capital of the Company to certain directors of the Company (the "Director Subscriptions" and, together with the Firm Placing and Placing and Open Offer, the "Capital Raise"),
4. each at an issue price of 85 pence per new ordinary share (which is a discount of 17 per cent. to the closing price of 102.4 pence per share on the last business day before the announcement of the Capital Raise), as described in the combined circular and prospectus of which the Notice of this General Meeting forms part (the "Prospectus"), be and are hereby approved; and
5. (b) the board of directors of the Company be and are hereby empowered to implement the Capital Raise on the basis described in the Prospectus and be and are generally and unconditionally authorised to exercise all powers of the Company as necessary in connection with the implementation of the Capital Raise
6. 1. THAT subject to and conditional upon Resolution 1 above being duly passed and admission to the premium listing segment of the Official List and to trading on the London Stock Exchange plc's main market for listed securities, respectively, of the new ordinary shares of 1 pence each to be issued by the Company in connection with the Capital Raise, and in addition to all existing authorities, the directors of the Company be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £2,840,498.30 pursuant to or in connection with the Capital Raise, such authority to apply until the conclusion of the annual general meeting of the Company to be held in 2021, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired

Signature (see notes 2 & 3) Date

Shareholders in the United Kingdom should send this Form of Proxy using the enclosed envelope or to. Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL Shareholders outside the United Kingdom should send this Form of Proxy to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom

Notes

• 1. In light of the guidance related to physical meetings due to the COVID-19 pandemic and bearing in mind the importance of the safety of our Shareholders and colleagues, Shareholders are strongly encouraged not to attend the General Meeting in person. We therefore strongly encourage all shareholders either to vote in advance of the meeting or to appoint the Chairman of the General Meeting as their proxy to vote on their behalf at the meeting. Depending on continued restrictions on public gatherings or other government measures at the time of the General Meeting, it may not be possible for other named proxies to physically attend.
• 1. This Form of Proxy must be signed and dated 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 but the names of all holders should be stated. 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 appear 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, Link Group, by no later than 10.00 a.m. on Monday 14 June 2021.
• 1. Alternatively, shareholders may submit their proxy vote or their voting instructions electronically via www.signalshares.com. From there, shareholders can log in to their Link share portal account or register for the Link share portal by following the on-screen instructions. Shareholders will need their Investor Code (IVC) which can be found on their share certificate. To be valid, the proxy vote or voting instructions must be received by no later than 10.00 a.m. on Monday 14 June 2021.
• 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 Link Asset Services by 10.00 a.m. on Monday 14 June 2021.
• 1. Further information relevant to proxies is set out in the notice of the General Meeting in the Prospectus.
• 1. Any alterations made to this Form of Proxy should be initialled.