KIER GROUP PLC — Proxy Solicitation & Information Statement 2025

Oct 3, 2025

Notice of Annual General Meeting 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

When considering what action you should take, you are recommended to seek your own personal advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser duly 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, together with any relevant accompanying documents, to the person to whom you sold or transferred your shares, or to the bank, stockbroker or other agent who arranged the sale or transfer for you.

Contents

• 2 Chairman's letter
• 3 Notice of Annual General Meeting
• 6 Explanatory notes to the resolutions
• 10 Directors' biographies
• 12 Notes to Notice of Annual General Meeting
• 14 Registrars' contact details
• 15 Notes for shareholders attending the AGM

Chairman's letter

Dear Shareholder

Our Annual General Meeting will be held at 10.00 a.m. on Thursday, 13 November 2025 at a different venue from recent years, namely Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW (the 'AGM' or the 'Meeting'). Please see the map on page 15 to help you locate the venue. Registration will commence at 9.30 a.m.

Details of the resolutions to be proposed at the AGM are set out in the Notice of AGM on pages 3 to 5 of this document. An explanation of all the resolutions can be found on pages 6 to 9 of this document.

As announced on 22 July 2025, Andrew Davies is stepping down from the Board on 31 October 2025 and is therefore not seeking re-election. The Board thanks Andrew for his exceptional leadership over the last six years. Stuart Togwell, currently a member of the Board and the Group Managing Director of Construction, will be appointed as Chief Executive on 1 November 2025. Anne Baldock was appointed to the Board on 1 July 2025.

If you are not intending to attend the AGM, you may submit questions relating to the business of the AGM beforehand via email to cosec@kier.co.uk. All questions will be considered and addressed at the AGM, via our website or in private correspondence (as appropriate), according to the nature of the question.

2025 Annual Report and Accounts

If you have not asked to be sent a copy of the 2025 Annual Report and Accounts by post, you can find it on our website www.kier.co.uk. If you would like to receive a printed copy of the 2025 Annual Report and Accounts, please contact our Company Secretariat at cosec@kier.co.uk.

Lodging your vote

All votes are important to us and I encourage you to submit your voting instructions as early as possible. You can submit your voting instructions in the following ways:

• by going to 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, 11 November 2025.

Voting at the AGM

Save for any procedural resolution which will be taken on a show of hands, each of the resolutions to be put to the Meeting will be voted on by poll reflecting all proxy voting instructions received. Once the results of the voting have been verified by our Registrars, Equiniti, they will be announced via the London Stock Exchange Regulatory News Service and published on our website shortly after the AGM.

Our Company Secretariat remain available to shareholders for any questions related to the AGM via cosec@kier.co.uk.

Recommendation

The Directors of Kier Group plc (the 'Company') consider that all the resolutions contained in the Notice of the AGM are in the best interests of the Company and its shareholders as a whole and recommend that you vote in favour of each of them, as they intend to do in respect of their beneficial shareholdings, save in respect of those resolutions in which they are interested.

I would like to thank you, on behalf of the Board of Directors, for your continued support.

Yours faithfully

Matthew Lester

Chairman 19 September 2025

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the 'Meeting' or the 'AGM') of Kier Group plc (the 'Company') will be held at 10.00 a.m. on Thursday, 13 November 2025 at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW for the transaction of the following business.

Explanatory notes to the resolutions are set out on pages 6 to 9.

Ordinary resolutions2025 Annual Report

Resolution 1

To receive the Company's Annual Report and Accounts for the year ended 30 June 2025.

See explanatory note 1.

Directors' remuneration Resolution 2

To approve the Directors' remuneration report set out on pages 92 to 112 (inclusive) of the Company's Annual Report and Accounts for the financial year ended 30 June 2025.

See explanatory note 2.

Final dividend

Resolution 3

To declare a final dividend of 5.2p per ordinary share in respect of the year ended 30 June 2025.

See explanatory note 3.

Election and re-election of Directors

Resolution 4

To re-elect Mr MJ Lester as a Director of the Company.

See explanatory note 4.

Resolution 5

To re-elect Mr SJ Togwell as a Director of the Company.

See explanatory note 4.

Resolution 6

To re-elect Mr SJ Kesterton as a Director of the Company.

See explanatory note 4.

Resolution 7

To re-elect Ms AJ Atkinson as a Director of the Company.

See explanatory note 4.

Resolution 8

To elect Ms AE Baldock as a Director of the Company.

See explanatory note 4.

Resolution 9

To re-elect Ms MC Browne OBE as a Director of the Company.

See explanatory note 4.

Resolution 10

To re-elect Ms MG Hassall as a Director of the Company.

See explanatory note 4.

Resolution 11

To re-elect Mr MH Saddiq as a Director of the Company.

See explanatory note 4.

Resolution 12

To re-elect Mr CG Watson as a Director of the Company.

See explanatory note 4.

Auditor

Resolution 13

To re-appoint PricewaterhouseCoopers LLP as auditor of the Company, to hold office from the conclusion of the Meeting until the conclusion of the next meeting at which accounts are laid before the Company.

See explanatory note 5. Resolution 14

To authorise the Risk Management and Audit Committee (for and on behalf of the Board of Directors) to agree the remuneration of the auditor.

See explanatory note 5.

Political donations

Resolution 15

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

That the Company and those companies which are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised for the purposes of Part 14 of the Companies Act 2006 (the '2006 Act') during the period from the date of the passing of this resolution to the earlier of the conclusion of the Company's annual general meeting in 2026 or the close of business on 31 December 2026:

• (a) to make political donations (as such term is defined in section 364 of the 2006 Act) to political parties, and/or independent election candidates, and/ or to political organisations other than political parties not exceeding £25,000 in total; and
• (b) to incur political expenditure (as such term is defined in section 365 of the 2006 Act) not exceeding (when aggregated with any donations made under the authority granted in paragraph (a) above) £25,000 in total.

Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the 2006 Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval. Words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

See explanatory note 6.

Authority to allot shares Resolution 16

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'), the Directors of the Company be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ('Rights'):

• (a) up to an aggregate nominal amount of £1,488,221; and
• (b) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to a further nominal amount of £2,976,443 in connection with a pre-emptive offer after deducting from such amount the nominal amount of any shares or Rights allotted under paragraph (a) of this resolution 16,

such authorities to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026 (unless renewed, varied or revoked by the Company prior to such expiry), save that, prior to such expiry, in each case the Company may make offers or enter into agreements which would, or might, require shares to be allotted or Rights to be granted after such expiry and the Directors of the Company may allot shares and grant Rights under any such offer or agreement as if such authority had not expired. This authority is in substitution for all previous authorities conferred on the Directors of the Company in accordance with section 551 of the 2006 Act.

For the purposes of this resolution:

• (a) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and
• (b) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

See explanatory note 7.

Special resolutions General power to disapply pre-emption rights

Resolution 17

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

That, subject to the passing of resolution 16, the Directors of the Company be authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006 (the '2006 Act')) wholly for cash pursuant to the authority given by resolution 16 and/ or where the allotment constitutes an allotment of equity securities by virtue

of section 560(3) of the 2006 Act, as if section 561(1) of the 2006 Act did not apply to any such allotment, such authority to be limited to:

• (a) allotments in connection with a pre-emptive offer;
• (b) otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of £446,466 (this amount representing not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to the publication of this notice); and
• (c) otherwise than pursuant to paragraph (a) or paragraph (b) of this resolution 17, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (b) of this resolution 17, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026 (unless renewed, varied or revoked by the Company prior to its expiry), save that, prior to such expiry, in each case the Company may make offers or enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors of the

Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if such authority had not expired.

For the purposes of this resolution 17:

• (a) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• (b) references to an allotment of equity securities shall include a sale of treasury shares; and
• (c) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.
• See explanatory note 8.

Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment

Resolution 18

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

That, subject to the passing of resolution 16, and in addition to any authority granted under resolution 17, the Directors of the Company be and are generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006 (the '2006 Act')) wholly for cash pursuant to the authority given by resolution 16 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the 2006 Act, as if section 561(1) of the 2006 Act did not apply to any such allotment, such authority to be limited to:

(a) allotments up to an aggregate nominal amount of £446,466 (this amount representing not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to the publication of this notice), such authority to be used solely for the purposes of financing (or refinancing, if the authority is to be used within 12 months of the original transaction) a transaction which the Directors of the Company determine to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

(b) otherwise than under paragraph (a) above, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (a) above, such authority to be used solely for the purposes of making a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026 (unless renewed, varied or revoked by the Company prior to its expiry), save that, prior to its expiry, in each case the Company may make offers or enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if such authority had not expired.

For the purposes of this resolution 18:

• (a) references to an allotment of equity securities shall include a sale of treasury shares; and
• (b) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

See explanatory note 8.

Authority to purchase own shares Resolution 19

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

That the Company is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 (the '2006 Act') to make market purchases (as defined in section 693 of the 2006 Act) of ordinary shares of 1 pence each in the capital of the Company, provided that:

• (a) the maximum number of shares which may be purchased under this authority is 44,646,655;
• (b) the minimum price which may be paid for a share is the nominal value of that share;
• (c) the maximum price which may be paid for a share is an amount equal to the higher of (i) 105% of the average of the closing price of the Company's shares as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which such shares are contracted to be purchased, and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at the close of business on 31 December 2026 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).

See explanatory note 9.

Notice period for general meetings, other than annual general meetings

Resolution 20

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

That, as permitted by section 307A of the Companies Act 2006, a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, such authority to expire at the end of the next annual general meeting of the Company.

See explanatory note 10.

By order of the Board

Jaime Tham

Company Secretary 19 September 2025

Registered office: 2nd Floor Optimum House Clippers Quay Salford M50 3XP

Registered number: 2708030

Explanatory notes to the resolutions

The following notes provide an explanation of the resolutions which are to be proposed at this year's Annual General Meeting. The Notice of Meeting can be found on pages 3 to 5.

Ordinary resolutions

1. Resolution 1 – Annual Report and Accounts

The Directors are legally required to present their reports, the audited accounts and the independent auditors' report in respect of each financial year to shareholders. In accordance with the Companies Act 2006 (the '2006 Act') , the Company proposes a resolution on its audited accounts and reports for the financial year ended 30 June 2025 ('2025 Annual Report and Accounts'). A copy of the 2025 Annual Report and Accounts is available on the Company's website www.kier.co.uk.

2. Resolution 2 – Directors' Remuneration report

Resolution 2 is in accordance with the 2006 Act, whereby the Company must give shareholders the opportunity to cast an advisory vote on the statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration as set out on pages 92 to 112 (inclusive) of the 2025 Annual Report and Accounts. As this resolution is an advisory vote, the Directors' entitlement to remuneration is not conditional upon its approval.

3. Resolution 3 - final dividend

If approved, a final dividend of 5.2p per ordinary share (the 'Dividend') will be paid on 3 December 2025 to shareholders on the register of members at the close of business on 31 October 2025.

The Dividend Reinvestment Plan ('DRIP'), which allows shareholders to reinvest their cash dividends in the shares of the Company, is available in respect of the Dividend. Further information on the DRIP is available on our website at www.kier.co.uk or from the Company's Registrars, Equiniti, whose contact details are set out on page 14 of this notice. The final election date for the DRIP is 14 November 2025.

4. Resolutions 4 to 12 – election and re-election of Directors

In accordance with the UK Corporate Governance Code, all the Directors of the Company will submit themselves for annual re-election by shareholders. Biographical information relating to each of the Directors of the Company standing for election or re-election is set out on pages 10 and 11 of this notice. The Board considers that each Director of the Company who is proposed for election or re-election has appropriate and relevant skills, experience and knowledge to enable them to continue to discharge the duties and responsibilities of a Director of the Company effectively. It is the Board's view that each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

The Chairman of the Board considers that the performance of each of these individuals continues to be effective and that each continues to be independent and demonstrate appropriate commitment to the role. Accordingly, the Board recommends each of their election or re-election as Directors of the Company.

5. Resolutions 13 and 14 – re-appointment and remuneration of auditor

The Company is required to re-appoint its auditor at each general meeting at which accounts are laid, which will normally be at each annual general meeting. Resolution 13 proposes the auditor's re-appointment.

The Risk Management and Audit Committee ('RMAC') is responsible for overseeing the relationship with the external auditor. Through its evaluation process, the RMAC is satisfied that PwC is effective and provides appropriate independent challenge. Information about auditor effectiveness, audit quality and external auditor independence can be found on pages 85 and 86 of the 2025 Annual Report and Accounts.

The proposal to re-appoint PwC as the Company's auditor is based on a recommendation from the RMAC, is free from third party influence and is not subject to any restrictive contractual arrangements.

Resolution 14 proposes that the Risk Management and Audit Committee of the Company be authorised to determine the level of the auditor's remuneration.

The Board has delegated responsibility for negotiation and approval of the remuneration and terms of engagement of the auditor to the Risk Management and Audit Committee, in accordance with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014.

6. Resolution 15– political donations

The Company is a strategic supplier to the UK Government and must maintain close relationships with Cabinet Office, departments, councils and authorities including ministers and other elected officials.

Part 14 of the 2006 Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations, and for any political expenditure, in each case subject to limited exceptions.

The definitions of 'political donations' and 'political expenditure' in this context are very wide and may include some normal business activities that would not otherwise be regarded as being political in nature.

They could include communicating with elected officials, paying membership fees for industry and business forums and attending events to which elected officials are invited, even though these activities are not designed to support or influence support for a particular political party.

It remains Kier's policy not to make political donations or incur political expenditure as those expressions are normally understood and we are not changing that policy.

However, the Board considers that it is in the best interests of shareholders for the Company to engage with the UK Government and associated authorities in areas affecting its business.

Consequently, the Board, in common with many other companies, on a precautionary basis and to avoid inadvertent infringement of the 2006 Act, considers it prudent to ask shareholders to approve this authority, which will expire at the conclusion of the next annual general meeting or at the close of business on 31 December 2026, whichever is the earlier. It is the Company's policy to seek renewal of this authority annually.

7. Resolution 16 – Directors' authority to allot new shares

Section 549 of the 2006 Act requires Directors to obtain shareholders' approval to enable them to allot securities. Paragraph (a) of this resolution will, if approved, give the Directors of the Company 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, or to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £1,488,221, representing approximately one-third of the total issued ordinary share capital of the Company, excluding treasury shares, as at 18 September 2025, the latest practicable date before publication of this notice.

In line with guidance issued by The Investment Association in February 2023, paragraph (b) of this resolution will, if approved, give the Directors of the Company additional authority in the case of a pre-emptive offer to allot shares in favour of shareholders up to an aggregate nominal amount of £2,976,443 less the nominal amount of any shares or rights issued under paragraph (a) of the resolution. This amount (before any such reduction) is approximately two-thirds of the total issued ordinary share capital of the Company, excluding treasury shares, as at 18 September 2025, the latest practicable date before publication of this notice.

It is the Company's policy to seek renewal of this authority annually. The Directors of the Company have no present plans to undertake a pre-emptive offer or allot shares, other than in connection with employee share schemes. During the financial year ended 30 June 2025, the Company issued 741,638 ordinary shares of 1 pence each ('Ordinary Shares'), with an aggregate nominal value of £7,416.38, in connection with the exercise of options under the Sharesave Scheme. As at 30 June 2025, the Company held 4,552,151 Ordinary Shares in treasury, with an aggregate nominal value of £45,521.51, representing 1.0% of the Company's issued share capital, excluding treasury shares. As at 18 September 2025, the latest practicable date before publication of this notice, the Company held 6,408,835 Ordinary Shares in treasury, with an aggregate nominal value of £64,088.35, representing 1.4% of the Company's issued share capital, excluding treasury shares.

Special resolutions

8. Resolutions 17 and 18 - disapplication of pre-emption rights

Section 561(1) of the 2006 Act provides that 'equity securities' (including shares) must not normally be issued for cash without first offering them to existing shareholders in proportion to their existing shareholdings at the time of the offer. These pre-emption rights can be modified and/or disapplied, in line with investor recommendations, to give the Directors greater flexibility in raising capital for the Company.

At last year's annual general meeting, two separate resolutions were passed in line with institutional shareholder guidelines, empowering the Directors of the Company to allot equity securities for cash without first offering them to existing shareholders in proportion to their existing holdings. It is proposed that these authorities be renewed in line with the latest institutional shareholder guidelines, including the revised Pre-Emption Group's Statement of Principles which were updated in November 2022 (the '2022 Principles').

Resolutions 17 and 18 are in line with the 2022 Principles which are supported by representatives of share owners and investment managers, including the Pensions and Lifetime Savings Association and the Investment Association.

Pre-emptive offers

Limb (a) of resolution 17 seeks shareholder approval to allot a limited number of Ordinary Shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.

The Directors of the Company have no current intention of exercising this authority but consider the authority to be appropriate in order to allow the Company the flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer, having made appropriate exclusions or arrangements to address such difficulties.

Non-pre-emptive offers

In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of Ordinary Shares or other equity securities, or sell treasury shares, for cash on a non-pre-emptive basis. The 2022 Principles support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than 10% of the issued Ordinary Share capital (excluding treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of limb (b) of resolution 17 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by resolution 16, or sell treasury shares, for cash without first offering them to existing shareholders up to an aggregate nominal amount of £446,466, representing approximately 10% of the existing issued Ordinary Share capital of the Company, excluding treasury shares as at 18 September 2025, the latest practicable date before publication of this notice.

Authority for acquisitions and specified capital investments

The 2022 Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional 10% of issued Ordinary Share capital (excluding treasury shares) and are used only in connection with an acquisition or specified capital investment. The 2022 Principles define 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, the purpose of resolution 18 is to authorise the Directors to allot new shares and other equity securities under the allotment authority given by resolution 16, or sell treasury shares, for cash up to a further nominal amount of £446,466, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. This amount is equivalent to approximately 10% of the existing issued Ordinary Share capital of the Company, excluding treasury shares, as at 18 September 2025, the latest practicable date before publication of this notice.

Follow-on offers

The 2022 Principles introduced the concept of 'follow-on' offers to help existing and retail investors to participate in equity issues. This is in line with the recommendations for improving capital raising processes which were made by the UK Secondary Capital Raising Review in July 2022.

The purpose of limb (c) of resolution 17 and limb (b) of resolution 18 is to give the Directors the flexibility to make a follow-on offer. This wording has been drafted in accordance with the template resolutions published by the Pre-Emption Group in November 2022.

The features of follow-on offers which are set out in Part 2B, paragraph 3 of the 2022 Principles include an individual monetary cap of not more than £30,000 per ultimate beneficial owner, limits on the number of shares issued in any follow-on offer (not more than 20% of the number issued in any placing), and limits on the price

(equal to, or less than, the offer price in any placing). The Board intends to adhere to the provisions in the 2022 Principles for any follow-on offers made, as far as practicable.

The maximum amount which can be issued in a follow-on offer is £178,586. This amount is in addition to the amounts authorised for the general use authority and authority for acquisitions and specified capital investments described above, and, in total, is equivalent to approximately 4% of the total issued Ordinary Share capital of the Company, excluding treasury shares, as at 18 September 2025.

The Directors confirm that they intend to follow the shareholder protections set out in Section 2B of the 2022 Principles and, for any follow-on offer made, include the expected features set out in paragraph 3 of Section 2B of the 2022 Principles.

It is the Company's policy to seek renewal of the authorities referred to in resolutions 16 to 18 annually. The Directors of the Company currently have no intention to allot shares other than in connection with employee share schemes, but the Board believes that it is in the best interests of shareholders for the Directors to have the flexibility to take advantage of these authorities if required.

9. Resolution 19 – authority to purchase own shares

This resolution asks shareholders to grant the Company authority to purchase up to 10% of its issued shares, excluding treasury shares, as at 18 September 2025. With the authority of shareholders, the Company is empowered by its articles of association to buy back its own shares in the market

as permitted by the 2006 Act. The resolution specifies the maximum number of shares that may be purchased and the minimum or maximum prices at which they may be bought.

On 21 January 2025, the Company launched a share buyback programme to purchase Ordinary Shares up to a maximum consideration of £20m (the 'Buyback Programme') under the authority granted by shareholders at the Annual General Meeting held on 14 November 2024, such Buyback Programme to end on the date on which the total purchase price of all Ordinary Shares purchased pursuant to the Buyback Programme is equal to, or as close as possible to (but not exceeding), £20m (the 'Completion Date').

As at 30 June 2025, the Company had purchased 4,552,151 Ordinary Shares under the Buyback Programme for an aggregate consideration of £6,326,368. In the period from 1 July 2025 to 18 September 2025, the latest practicable date before publication of this notice, the Company purchased 1,856,684 Ordinary Shares under the Buyback Programme for an aggregate consideration of £3,708,757. All of the Ordinary Shares purchased by the Company under the Buyback Programme are held in treasury. As at 30 June 2025, the Company held 4,552,151 treasury shares, with an aggregate nominal value of £45,521.51, representing 1.0% of the Company's issued share capital, excluding treasury shares. As at 18 September 2025, the latest practicable date prior to the publication of this notice, the Company held 6,408,835 treasury shares, with an aggregate nominal value of £64,088.35, representing 1.4% of the Company's issued share capital, excluding treasury shares.

The Directors intend to continue with the Buyback Programme until the Completion Date utilising the authority granted to the Company at the 2024 AGM (as the contract to implement the Buyback Programme was executed prior to the expiry of that authority). The Company proposes to seek at the 2025 AGM renewal of its authority to make market purchases of up to 10% of its issued shares as at the latest practicable date prior to the publication of the Notice of AGM. The Directors have no present intention of exercising this renewed authority but wish to have the flexibility to do so in the future.

The limits being proposed in resolution 19 are in line with market practice. The Directors would only exercise the authority after taking account of the market conditions prevailing at the time, the needs of the Company (including the need to hold shares in treasury to satisfy awards made under the Company's share incentive plans), its opportunities for expansion and its overall financial position.

Consistent with statements issued by the Investment Association in this regard, the Directors would exercise the authority to purchase shares only if they considered the effect would be an increase in earnings per share and would be in the best interests of shareholders.

Pursuant to the 2006 Act, the Company can hold the shares which have been repurchased itself as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. The Directors believe that it is desirable for the Company to have this choice and therefore intend to hold any shares

purchased under this authority as treasury shares. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.

The total number of shares which may be subscribed for on the exercise of outstanding options as at 18 September 2025 (the latest practicable date prior to the posting of this document) is 19,164,287, which represents approximately 4.3% of the issued Ordinary Share capital at that date, excluding treasury shares. If the Company were to purchase its own shares to the fullest extent of its authority from shareholders (existing and being sought), the proportion of shares subject to outstanding options to subscribe would represent approximately 5.3% of the issued share capital, excluding treasury shares as at 18 September 2025.

It is the Company's policy to seek renewal of this authority annually.

10. Resolution 20 – notice of general meetings other than annual general meetings

Under the 2006 Act, the notice period required for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period for meetings other than an annual general meeting, which cannot be less than 14 clear days, and the Company offers facility for shareholders to vote by electronic means. 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 and this resolution seeks the approval of shareholders to do so. 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. Electronic voting is provided by the Company's Registrars via www.shareview.co.uk.

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Environmental, Social and Governance N Nomination R Remuneration RA Risk Management and Audit Chair of the Committee

E

Board Committees key:

Anne Baldock Non-Executive Director

E N R RA

Tenure on Board: 2 months Independent: Yes

Skills, experience and contribution

• Anne's substantial experience in the infrastructure sector, from her executive career as a lawyer at Allen & Overy LLP, where she was a partner from 1990 to 2012, and from her later non-executive roles for a variety of companies operating in our sector, such as energy, nuclear and water, is of great value to Kier and enhances the sector experience of the Board
• Broad experience of business operations and of driving growth, new ways of working and culture change, particularly from her roles at Allen & Overy as Global Head of the Projects, Energy and Infrastructure Group and as a member of the Global/Main Strategic Board

Principal current external appointments

• Senior Independent Director and Chair of the Remuneration Committee of Pantheon Infrastructure plc
• Senior Independent Director and Chair of the Investment Committee of East West Railway Company Limited

Margaret Hassall Non-Executive Director

E N R RA

Tenure on Board: 2 years, 5 months Independent: Yes

Skills, experience and contribution

• With extensive experience of remuneration matters through her current and former appointments as chair of remuneration committees Margaret brings strong and effective leadership to the Remuneration Committee
• An experienced non-executive director from past appointments at Phoenix Group, Tandem Bank, Nucleus Financial Group plc and One Savings Bank plc
• Broad experience in business operations, technology and large transformational change developed through senior positions across a range of different industry sectors

Principal current external appointments

• Non-Executive Director, Chair of the Remuneration Committee and a member of the Risk and Compliance and Nomination Committees of AJ Bell plc

Principal current external appointments

until 2022

• Non-Executive Director of Bazalgette Tunnel Limited

Skills, experience and contribution

experience in operational delivery,

through his previous roles in senior

engineering and infrastructure services

management and engineering in the

water, waste and renewables sectors

and from his current Non-Executive

Director appointment at Bazalgette

the Thames Tideway Tunnel project),

Board, particularly as the water sector

Mohammed is of great value to the

is important to Kier's growth agenda

• An Executive Director at Wessex Water

of Chemical Engineers, Fellow of the

Chartered Member of the Institution

Chartered Institution of Water and

Environmental Management and

of Environmental Sciences

and Vice-Chair at Bristol University

• Associate Fellow of the Institution

Tunnel Limited (the company delivering

• Having in-depth knowledge and

Tenure on Board: 1 year, 9 months

Mohammed Saddiq

R RA

Independent: Yes

E N

Non-Executive Director

• Chair of Bristol Climate and Nature Partnership CIC
• Chair of Bristol Future Talent Partnership
• Lord-Lieutenant of the County of Somerset

Clive Watson Non-Executive Director

E N R RA

Tenure on Board: 5 years, 5 months Independent: Yes

Skills, experience and contribution

• ʶ˟˜˩˘Ϡ˦˦˜˚ˡ˜Ѓ˖˔ˡ˧˘˫ˣ˘˥˜˘ˡ˖˘˜ˡЃˡ˔ˡ˖˜˔˟ ˠ˔˧˧˘˥˦ʟ˧˛˥ˢ˨˚˛˦˘ˡ˜ˢ˥Ѓˡ˔ˡ˖˘ˣˢ˦˜˧˜ˢˡ˦ both in the UK and overseas, latterly as the Group Finance Director of Spectris plc, brings depth to the Board's oversight ˢ˙ʾ˜˘˥Ϡ˦Ѓˡ˔ˡ˖˜˔˟˚ˢ˩˘˥ˡ˔ˡ˖˘˔ˡ˗ risk management
• Experience of the engineering sector through his roles at Borealis AG and Spectris plc, and as a Non-Executive Director at Spirax-Sarco Engineering plc
• Detailed knowledge of systems of risk management and internal control
• A chartered accountant

Principal current external appointments

• Senior Independent Director and Chair of the Audit Committee of Breedon Group plc
• Non-Executive Director and Chair of the Audit and Risk Committee of discoverIE Group plc
• Senior Independent Director and Chair of the Audit and Risk Committee of Trifast plc

Board Committees key: E

Environmental, Social and Governance N Nomination R Remuneration RA Risk Management and Audit Chair of the Committee

Voting

1. Only those shareholders entered in the register of members of the Company at the close of business on Tuesday, 11 November 2025 may vote in relation to the AGM in respect of the shares registered in their name at that time or, if the AGM is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries in the register of members after such time shall be disregarded in determining the rights of any person to vote in relation to the AGM.

Appointment of proxies

1. In order to be valid, a completed and signed Form of Proxy must be lodged with the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, by no later than 10.00 a.m. on Tuesday, 11 November 2025, or not less than 48 hours before the time appointed for holding any adjourned meeting, along with any power of attorney under or pursuant to which the proxy is appointed. The Form of Proxy can be lodged by post (please complete and return the Form of Proxy), electronically (see note 4 below) or, for CREST members, via the CREST electronic proxy appointment service (see note 9 below), or, for institutional investors, via the Proxymity platform (see note 10 below).

2. If you require a paper proxy, please contact Equiniti by calling them on +44 (0)371 384 2030.

Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Equiniti are open between 8.30 a.m. and 5.30 p.m. (UK time), Monday to Friday, excluding public holidays in England and Wales. You can also contact Equiniti by email via the Shareview website at www.shareview.co.uk.

• 1. It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
• 1. To be valid, the Form of Proxy, electronic proxy appointment, proxy appointment through CREST (see note 9 below) or proxy appointment via Proxymity (see note 10 below) must be received by Equiniti no later than 10.00 a.m. on Tuesday, 11 November 2025.
• 1. In the case of joint shareholders, where more than one of the joint shareholders purports to appoint a proxy, only the appointment submitted by the most senior shareholder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members, the first-named being the most senior.
• 1. 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 have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights. The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of the Company.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Electronic proxy appointment through CREST

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM 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 Equiniti (ID RA19) by no later than 10.00 a.m. on Tuesday, 11 November 2025.
  2. 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.

Electronic proxy appointment through Proxymity

1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrars. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. on Tuesday, 11 November 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Changing proxy instructions

1. If two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others. If the Company is unable to determine which was received last, none of them shall be treated as valid in respect of that share. To be effective, forms of proxy and powers of attorney or other authority, if any, under which they are signed, or a notarially certified or office copy of such power or authority, must reach the Registrars at the address shown on the Form of Proxy and the Registrars must receive any appointment of a proxy not later than 10.00 a.m. on Tuesday, 11 November 2025.

2. 1. In order to revoke a proxy instruction, a shareholder will need to inform the Company by sending a signed hard copy notice clearly stating its intention to revoke its proxy appointment to the Company's Registrars, Equiniti. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
3. 1. Termination of proxy appointments made through CREST must be made in accordance with the procedures described in the CREST manual.
4. 1. 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.

Issued share capital

1. As at 18 September 2025 (the latest practicable date before publication of this notice), the total number of Ordinary Shares of 1 pence each in the capital of the Company in issue was 452,875,390 ordinary shares, with each share carrying the right to one vote. There were 6,408,835 Ordinary Shares held in treasury. The total number of voting rights in the Company as at such date was therefore 446,466,555.

Documents available for inspection

• 1. Copies of the following documents are available for inspection at the Company's registered office during normal business hours on any weekday (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 of the Executive Directors of the Company; and
• b. the letters of appointment of the Non-Executive Directors of the Company.

If you would like to inspect any of the above documents, please send your request to cosec@kier.co.uk and we will make suitable arrangements.

Availability of information on the website

• 1. For a period of two years from the date of this notice, the following information will be available on the Company's website (www.kier.co.uk):
• a. 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.

Shareholder questions

1. The Company must answer questions relating to the business being dealt with at the Meeting, but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; or (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Website publication of audit concerns

1. 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(s) 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 auditor 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.

Communication with the Company

1. 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.

Shareholder requisition rights

1. Under section 338 and section 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Please contact the Company's Registrars, Equiniti, for any questions about the AGM or your shares.

Telephone

+44 (0)371 384 2030 (calls from outside the UK will be charged at the applicable international rate).

Lines are open between 8.30 a.m. and 5.30 p.m. (UK time), Monday to Friday, excluding public holidays in England and Wales.

Address

Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

Online

Visit www.shareview.co.uk

The Shareview portal allows you to view and manage your shareholding online. Shareview is a secure online site where you can:

• elect to receive certain shareholder communications electronically
• update your UK bank account details
• send your general meeting voting instructions in advance of shareholder meetings
• keep your contact details up to date
• buy and sell shares easily
• send an enquiry about the AGM or your shares

AGM venue

Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW

Travelling to the venue

By train

• Liverpool Street to venue
• Moorgate to venue
• Shoreditch High Street to venue
• Aldgate East to venue

By bus

There are bus stops near to the venue in Brushfield Street, Foldgate Street and Lolseworth Close

By car

• P1 NCP car park, London Finsbury Square EC2A 1AD P2 NCP car park, London
• Whitechapel High Street E1 7RA

Date and time of AGM

10.00 a.m. on Thursday, 13 November 2025

Schedule

9. 3 0 a .m	ist ion Re rat g co m m en ce s
9. 4 5 a .m	d ito ium do Au r or s o p en

10.00 a.m. AGM commences

Tea and coffee will be available at the Meeting.

Registration

Upon arrival, please go to the registration desk with your 'admission card' which forms part of your Form of Proxy. If you do not have an admission card, you will need to confirm your name and address details with our Registrars prior to admittance. Please bring an official photo ID (for example, a driving licence, passport or other national identity card) with you as you will be asked to show it to the reception team on arrival.

Attending the AGM

All entitled shareholders and any proxy or corporate representative validly appointed by such shareholders may attend, speak and vote at the AGM. However, in the case of a joint shareholder, only the vote of the most senior shareholder present (in person or by proxy) at the AGM (as determined by the order in which the names are listed on the register of members) shall be accepted.

Asking questions

Shareholders may submit questions in advance via email to cosec@kier.co.uk. You will still have the opportunity to ask questions in person at the AGM.

Kier Group plc

Registered office: 2nd Floor Optimum House Clippers Quay Salford M50 3XP

Registered in England and Wales under Number 2708030

www.kier.co.uk