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KIER GROUP PLC Proxy Solicitation & Information Statement 2025

Oct 3, 2025

4761_agm-r_2025-10-03_2f00ffe5-bf37-4df0-a7f6-efd717d1f991.pdf

Proxy Solicitation & Information Statement

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Attendance card – Kier Group plc 2025 Annual General Meeting

(the 'AGM' or the 'Meeting')

Notice of availability – Kier Group plc 2025 Annual General Meeting (the 'AGM' or the 'Meeting')

The 2025 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 5 of the Notice of AGM. Anexplanation of all the resolutions can be found on pages 6 to 9 of the Notice of AGM.

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 the Company's 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)

Shareholder Reference Number:

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.

The Company Secretariat remain available to shareholders for any questions related tothe AGM via [email protected].

The Kier Group plc AGM 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. 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.

Form of Proxy – Kier Group plc

2025 Annual General Meeting

(the 'AGM' or the 'Meeting')

The Kier Group plc AGM 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. 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, 11 November 2025.

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, 13 November 2025 at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW 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. For any business arising at the Annual General Meeting (including any procedural business and any resolution to adjourn), your proxy will vote at their sole discretion.

For Against Withheld For Against Withheld
Ordinary resolutions Ordinary resolutions
1 To receive the Annual Report and
Accounts for the year ended 30 June 2025
13 To re-appoint PricewaterhouseCoopers LLP
as the auditor
2 To approve the Annual Report on
Remuneration for the year ended
30 June 2025
14 To authorise the Risk Management and
Audit Committee to agree the remuneration
of the auditor
3 To declare a final dividend for the year
ended 30 June 2025
15 To authorise political donations
4 To re-elect Mr MJ Lester as a Director 16 To renew the Directors' authority
to allot shares
5 To re-elect Mr SJ Togwell as a Director
6 To re-elect Mr SJ Kesterton as a Director
7 To re-elect Ms AJ Atkinson as a Director
8 To elect Ms AE Baldock as a Director capital investment)
9 To re-elect Ms MC Browne OBE as a Director
10 To re-elect Ms MG Hassall as a Director shares of 1p each
11 To re-elect Mr MH Saddiq as a Director general meetings to be called on not less
12 To re-elect Mr CG Watson as a Director than 14 clear days' notice
Signature
(see note 1) Special resolutions
17 To renew the Directors' authority to disapply
pre-emption rights (general)
18 To renew the Directors' authority to disapply
pre-emption rights (acquisition or specified
19 To authorise the Company to make market
purchases of the Company's ordinary
20 To allow meetings other than annual
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.
  • 2 Any alterations made to this Form of Proxy should be initialled.

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