KIER GROUP PLC — Proxy Solicitation & Information Statement 2024

Oct 4, 2024

Notice of availability – Kier Group plc 2024 Annual General Meeting (the 'AGM' or the 'Meeting')

The 2024 Annual Report and Accounts of Kier Group plc (the 'Company') and the Notice of AGM are available online at www.kier.co.uk. Details of the resolutions to be proposed at the AGM are set out on pages 3 to 6 of the Notice of AGM. An explanation of all the resolutions can be found on pages 6 to 9

Lodging your vote

You can submit your voting instructions in the following ways:electronically using Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview

–

Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information.–by completing the Form of Proxy and returning it to our registrars using the Freepost address on the back of the

• Form of Proxy. If you are posting outside the UK, please return the completed Form of Proxy in an envelope with the correct postage to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom
  • – via the CREST electronic proxy appointment service (for CREST members)
    • –for institutional investors, via the Proxymity platform at www.proxymity.io.

To be valid, your completed Form of Proxy or online instruction must have been received by 10.00 a.m. on Tuesday, 12 November 2024. The Company Secretariat remain available to shareholders for any questions related to the AGM via cosec@kier.co.uk.

The Kier Group plc AGM will be held at 10.00 a.m. on Thursday, 14 November 2024 at Linklaters LLP, One Silk Street, London EC2Y 8HQ. Registration will commence at 9.30 a.m. If you plan to attend the Meeting, please 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.

Shareholder Reference Number:

Form of Proxy – Kier Group plc

2024 Annual General Meeting (the 'AGM' or the 'Meeting')

The Kier Group plc AGM will be held at 10.00 a.m. on Thursday, 14 November 2024 at Linklaters LLP, One Silk Street, London EC2Y 8HQ. Registration will commence at 9.30 a.m.

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.

You may vote or provide your voting instructions to the Chairman of the AGM at www.shareview.co.uk instead of using this form. You will need your Shareholder Reference Number (provided below) to vote electronically. To be valid, all voting instructions must be received by our registrars, Equiniti, no later than 10.00 a.m. on Tuesday, 12 November 2024.

Shareholder Reference Number:

I/We hereby appoint the Chairman of the meeting or the following person

Name of proxy No. of shares (if less than your full shareholding)

as my/our proxy, to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of Kier Group plc to be held at 10.00 a.m. on Thursday, 14 November 2024 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.

Ordinary resolutions	For	Against	Withheld	Ordinary resolutions	For	Against	Withheld
1 To receive the Annual Report and Accounts for the year ended 30 June 2024				12 To re-appoint PricewaterhouseCoopers LLP as the auditor
2 To approve the Annual Report on Remuneration for the year ended 30 June 2024				13 To authorise the Risk Management and Audit Committee to agree the remuneration of the auditor
3 To re-elect Mr MJ Lester as a Director				14 To authorise political donations
4 To re-elect Mr AOB Davies as a Director				15 To approve the amendment of the Sharesave Scheme rules
5 To re-elect Mr SJ Kesterton as a Director				16 To renew the Directors' authority to allot shares
6 To elect Mr SJ Togwell as a Director				Special resolutions
7 To re-elect Ms AJ Atkinson as a Director				17 To renew the Directors' authority to disapply pre -emption rights (general)
8 To re-elect Ms MC Browne OBE as a Director				18 To renew the Directors' authority to disapply pre -emption rights (acquisition
9 To re-elect Ms MG Hassall as a Director				or specified capital investment)
10 To elect Mr M Saddiq as a Director				19 To authorise the Company to make market purchases of the Company's ordinary shares of 1p each
11 To re-elect Mr CG Watson as a Director				20 To allow meetings other than annual general meetings to be called on not less than 14 clear days' notice

Signature
(see note 1)	Date

Shareholders should send this Form of Proxy to The Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.

Notes

• 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. Any alterations made to this Form of Proxy should be initialled.

of the Notice of AGM.

רטער i tuinba U18 əsnoq qəsunda qəsədən qalınmışdır. Bu məşğul מאמרים מנוע מדרים שניי

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