KIER GROUP PLC — Proxy Solicitation & Information Statement 2022

Oct 7, 2022

Form of Proxy – Kier Group plc

Annual General Meeting (the 'AGM' or the 'Meeting')

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Investor code:

Kier Group plc Annual General Meeting – 9.30 a.m. on Thursday, 17 November 2022 at Linklaters LLP, One Silk Street, London EC2Y 8HQ.

Please refer to the Notice of AGM (which contains the full text of the resolutions and explanatory notes) for guidance on how to complete the Form of Proxy. The Notice of AGM is available online at www.kier.co.uk.

Registration will commence at 9.00 a.m. If you plan to attend the Meeting, please sign and bring this card with you. It shows that you are entitled to attend and vote at the AGM and will speed up your admission to the Meeting. Please refer to the Notice of AGM for further information on the arrangements for the Meeting.

You may vote or provide your voting instructions to the Chairman of the AGM at www.signalshares.com instead of using this form. You will need your Investor Code (provided above or on your share certificate) to vote electronically. To be valid, all voting instructions must be received by our registrar, Link Group, no later than 9.30 a.m. on Tuesday, 15 November 2022.

Form of Proxy – Kier Group plc

Annual General Meeting

Barcode:

Investor code:

Event code:

Number of ordinary shares over which proxy is appointed (if less than your full voting entitlement)

I/We being (a) member/members hereby appoint the Chairman of the meeting/ 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 9.30 a.m. on Thursday, 17 November 2022 at Linklaters LLP, One Silk Street, London EC2Y 8HQ 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 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

		Against Witheld For			Against	Witheld
1	To receive the Annual Report and Accounts for the year ended 30 June 2022		10 To re-elect Mr CG Watson as a Director
2	To approve the Annual Report on Remuneration for the year ended 30 June 2022		11 To re-appoint PricewaterhouseCoopers LLP as the auditor
3	To re-elect Mr MJ Lester as a Director		12 To authorise the Risk Management and Audit Committee to agree the remuneration of the auditor
4	To re-elect Mr AOB Davies as a Director		13 To authorise political donations
5	To re-elect Mr SJ Kesterton as a Director		14 To renew the Directors' authority to allot shares
6	To re-elect Mr JR Atkinson as a Director		15 To renew the Directors' authority to disapply pre-emption rights (general)
7 To re-elect Ms AJ Atkinson as a Director			16 To renew the Directors' authority to disapply pre-emption rights (acquisition or specified capital investment)
8	To elect Ms MC Browne OBE as a Director		17 To allow meetings other than annual general meetings to
9	To re-elect Dame HV Rabbatts as a Director		be called on not less than 14 clear days' notice
Signature (see notes 2 & 3)		Date

Shareholders should send this Form of Proxy to Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.

Notes

• 1. You can vote or provide your voting instructions to the Chairman of the AGM either online at www.signalshares.com or by post by completing and returning this Form of Proxy to the Registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.
• 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, using the enclosed pre-paid envelope, by no later than 9.30 a.m. on Tuesday, 15 November 2022.
• 1. Alternatively, shareholders may submit their proxy vote or their voting instructions electronically via www.signalshares.com. Shareholders will need their Investor Code (IVC) to submit their vote which is printed on the front of this Form of Proxy. To be valid, the proxy vote or voting instructions must be received by no later than 9.30 a.m. on Tuesday, 15 November 2022.
• 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 Group by 9.30 a.m. on Tuesday, 15 November 2022.
• 1. Further information relevant to proxies is set out in the notice of the Meeting which accompanies this form or is available on the Company's website www.kier.co.uk.
• 1. Any alterations made to this Form of Proxy should be initialled.