KIER GROUP PLC - Remuneration Information 2024

title: HouseStyle
author: Any Authorised User
date: 2024-10-04 09:50:00+00:00

Table of Contents

Contents Page

1 Purpose of the Plan 3

2 Definitions 3

3 Invitations 5

4 Application 6

5 Scaling down 7

6 Option Price 7

7 Grant of Options 8

8 Plan limits 8

9 Variations in share capital 9

10 Exercise and lapse – general rules 9

11 Exercise and lapse – exceptions to the general rules 10

12 Exchange of Options 13

13 Exercise of Options 14

14 General 15

15 Changing the Plan and termination 17

16 Governing law 18

Rules of the Kier Group plc Sharesave Scheme 2024

Purpose of the Plan

The purpose of the Plan is to provide, in accordance with Schedule 3, benefits for employees and directors in the form of Options.

Definitions

Meanings of words used

In these Rules:

“Acquiring Company” is any company which has obtained Control of the Company or has become entitled and bound as mentioned in rule 11.5 (Compulsory acquisition) as a result of events specified in rule 11.4 (Takeovers) or rule 11.6 (Company reconstructions) or rule 11.7 (Reorganisation);

“Associated Company” has the meaning given to it by paragraph 47(1) of Schedule 3;

“Bonus Date” means the date on which the bonus becomes payable under the terms of the relevant Savings Contract;

“Business Day” means a day on which the London Stock Exchange (or, if relevant and if the Directors determine, any stock exchange nominated by the Directors on which the Shares are traded) is open for the transaction of business;

“Company” means Kier Group plc, incorporated in England with company number 2708030;

“Contribution” means a contribution under a Savings Contract;

“Control” has the meaning given to it by Section 995 of the Income Tax Act 2007;

“Date of Grant” means the date on which an Option is granted;

“Directors” means the board of directors of the Company or a duly authorised committee of the board or any other duly authorised person;

“Eligible Employee” means any person who satisfies the conditions set out below. The conditions are that the person:

either is an employee (but not a director) of a Participating Company, or is a director of a Participating Company who is required to work for the Participating Company for at least 25 hours a week (excluding meal breaks); and

has earnings in respect of office or employment within paragraph (i) above which are general earnings (or would be if there were any) as described in paragraph 6(2)(c) of Schedule 3; and

has such qualifying period (if any) of continuous service (not exceeding five years prior to the Date of Grant) as the Directors may from time to time determine.

In addition, it means any person who is an executive director or employee of a Participating Company who is nominated by the Directors (or is nominated as a member of a category of such executive directors or employees);

“HMRC” means His Majesty’s Revenue and Customs;

“London Stock Exchange” means London Stock Exchange plc or its successor;

“Official List” means the list maintained by the Financial Conduct Authority for the purpose of Section 74(1) of the Financial Services and Markets Act 2000;

“Option” means a right to acquire Shares granted under the Plan which is subject to the Rules;

“Optionholder” means a person holding an Option, including their personal representatives;

“Option Price” means the amount payable for each Share on the exercise of an Option calculated as described in rule 6 (Option Price);

“Participating Companies” means:

the Company;

any Subsidiary designated by the Directors;

any jointly-owned company (within the meaning of paragraph 46 of Schedule 3) designated by the Directors; and

any other entity designated by the Directors so long as the Plan remains a Schedule 3 plan;

“Plan” means this plan known as “The Kier Group plc Sharesave Scheme 2024” (and as previously known as, the Kier Group plc Sharesave Scheme 2016) as changed from time to time;

“Rules” means the rules of the Plan as changed from time to time;

“Savings Contract” means a contract under a certified SAYE savings arrangement within the meaning of paragraph 24(1) of Schedule 3;

“Schedule 3” means Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003;

“Schedule 3 plan” means a plan in relation to which the requirements of Parts 2 to 7 of Schedule 3 are being met;

“Shares” means fully paid ordinary shares in the capital for the time being of the Company which, subject to rule 2.2 (Shares), satisfy paragraphs 18 to 22 of Schedule 3;

“Subsidiary” means a company which is:

a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and

under the Control of the Company;

“Taxable Year” means the calendar year or, if it would result in a longer period for the exercise of an Option, the 12-month period in respect of which the Optionholder’s employing company is obliged to pay tax;

“UK Listing Rules” means the rules relating to admission to the Official List;

“US Tax” means taxation under the tax rules of the United States of America; and

“US Taxpayer” means a person who is subject to US Tax.

If any Shares which are subject to an Option cease to satisfy paragraphs 18 to 22 of Schedule 3 and the Plan ceases to be a Schedule 3 plan then the definition of “Shares” in rule 2.1 (Meanings of words used) is automatically changed to “fully paid ordinary shares in the capital of the Company”. But this rule 2.2 will not apply while an Option can be exercised within the 20-day period under rule 11.9 (Shares no longer within Schedule 3).

Non-tax qualified schedule

The directors may adopt a non-tax qualified schedule (or schedules) for the purpose of granting non-tax qualified options to employees employed outside the United Kingdom on terms which are appropriate to the jurisdiction in which the employee is employed on the Date of Grant or any other terms which the Directors consider appropriate.

Invitations

Operation

The Directors decide if and when the Plan will be operated. When they operate the Plan they must invite all Eligible Employees to apply for an Option.

Time when invitations may be made

Invitations may only be made within 42 days, starting on any of the following:

the end of any closed period under the UK version of the Market Abuse Regulation (EU) 596/2014 which is part of UK law (as assimilated law by virtue of the European Union (Withdrawal) Act 2018 and Retained EU Law (Revocation and Reform) Act 2023);

the day after the announcement of the Company’s results through a regulatory information service for any period;

the date of the Company’s annual general meeting or any special general meeting;

any day on which the Directors resolve that exceptional circumstances exist which justify the making of invitations;

any day on which changes to the legislation or regulations affecting Schedule 3 plans under the tax legislation are announced, effected or made; or

any day on which a new Savings Contract prospectus is announced or takes effect, or a new bonus rate applicable to new Savings Contracts takes effect;

If the Directors cannot make the invitations due to any restriction on dealing in securities imposed by statute, order, regulation or Government directive, or by any code adopted by the Company as varied from time to time, the Directors may make the invitations within 42 days of the lifting of such restrictions.

Form of invitations

The invitation will specify:

the requirements a person must satisfy in order to be eligible to participate;

the Option Price or how it is to be calculated;

whether or not the Shares subject to the Option are subject to any restriction (as defined in paragraph 48(3) of Schedule 3) and set out details of any such restrictions;

the form of application and the date by which applications must be received;

the length of the Savings Contract and the date the Contributions start;

that there may be a limit on the number of Shares over which Options may be granted;

the maximum permitted Contribution in each month which must not be more than the maximum specified by paragraph 25 of Schedule 3 (currently £500);

the minimum permitted Contribution in each month (which must be between £5 and £10); and

whether the bonus or interest payable under the Savings Contract may be used on the exercise of the Option to purchase Shares.

Application

Form of application

An application for an Option must include an application for a Savings Contract with a savings carrier nominated by the Directors. The application will be made in writing, or electronically, in a form specified by the Directors and will require the Eligible Employee to state:

the Contribution they wish to make;

that their proposed Contribution, when added to any Contributions made under any other Savings Contract, will not exceed the maximum permitted under paragraph 25 of Schedule 3 (currently £500); and

the length of the Savings Contract.

Number of Shares

Each Eligible Employee’s application will be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the expected repayment under the related Savings Contract. The “expected repayment” in this rule 4.2 does not include any bonus or interest excluded under rule 3.3.9.

Modification of application and proposals

Before any Date of Grant, the Directors may determine a maximum number of Shares over which Options may be granted under that operation of the Plan.

If there are applications for Options over more Shares than any maximum determined under rule 4.3.1, each application and proposal for a Savings Contract will be deemed to have been modified or withdrawn as described in rule 5 (Scaling down).

If an application for a Savings Contract specifies a Contribution which, when added to any other Contributions already being made by the Eligible Employee, exceeds the maximum determined under rule 4.3.1, the Directors may modify it by reducing the Contribution to the maximum possible amount. Any such modification must be made before the Option is granted and before the application for the Savings Contract is accepted.

Scaling down

Method

If valid applications are received for a total number of Shares in excess of any maximum number determined under rule 4.3.1 or any limit under rule 8 (Plan limits), the Directors will scale down applications by choosing one or more of the following methods:

reducing the proposed Contributions by the same proportion to an amount not less than the minimum amount permitted under the Savings Contract (or a lesser amount set by the Directors); or

treating bonuses as wholly or partly excluded from the expected repayment amount.

The Directors may use other methods, so long as the Plan remains a Schedule 3 plan.

Insufficient Shares

If, having scaled down as described in rule 5.1 (Method), the number of Shares available is insufficient to enable Options to be granted to all Eligible Employees making valid applications, the Directors may either select by lot, or decide not to grant any Options.

Option Price

Setting the Option Price

The Directors will set the Option Price which must be:

not manifestly less than 80 per cent of the Market Value of a Share on:

the Date of Grant;

the date of invitation; or

any other date agreed in advance with HMRC; or

the average Market Value over a period of up to five successive Business Days ending on the Business Day immediately before the date determined under rule 6.1.1,

in each case, as determined by the Directors.

if the Shares are to be issued on the exercise of an Option, the Option Price will not be less than the nominal value of a Share, unless the Directors so decide.

Market Value

“Market Value” has the meaning given in Part 8 of the Taxation of Chargeable Gains Act 1992. Currently, where Shares are admitted to the Official List, this is normally the average of the two prices shown in the Official List for that day as the closing price for a Share.

Any restriction referred to in rule 3.3.3 will be ignored when determining Market Value.

Grant of Options

Time of grant

Subject to rule 5.2 (Insufficient Shares), the Directors must grant an Option to each Eligible Employee who has submitted and not withdrawn a valid application. The Option is to acquire, at the Option Price, the number of Shares for which the Eligible Employee has applied (or is deemed to have applied). The grant must be made within 30 days (or 42 days if applications are scaled down) of the first day by reference to which the Option Price was set.

Restrictions on grant

A grant of an Option to a person who is not an Eligible Employee on the Date of Grant is void.

Options may only be granted under the Plan between the date of approval (or re-approval) of the Plan by the Company in general meeting and the tenth anniversary of that date.

A grant of an Option in excess of the Plan limits in rule 8 (Plan limits) will take effect as a grant of an Option which would not exceed those limits in accordance with rule 5.1 (Method).

Notification of Options

The Directors will notify each Optionholder of the grant of as soon as practicable after the Date of Grant.

No payment

Optionholders are not required to pay for the grant of any Option.

Disposal restrictions

An Optionholder must not transfer, assign or otherwise dispose of an Option or any rights in respect of it. If, in breach of this rule, an Optionholder transfers, assigns or disposes of an Option or rights, whether voluntarily or involuntarily, then the relevant Option will immediately lapse. This rule 7.5 does not apply to the transmission of an Option on the death of an Optionholder to their personal representatives.

Plan limits

10 per cent in 10-year limit

An Option must not be granted if the number of Shares committed to be issued under the Option exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued or committed to be issued to satisfy Options and other rights to acquire Shares in the previous 10 years under the Plan and any other employee share plan operated by the Company.

UK Listing Rules

No Shares will be issued or committed to be issued under the Plan if this would cause UK Listing Rule 6.2.22 (shares in public hands) to be breached.

Exclusions

Where the right to acquire Shares is released or lapses without being exercised, these Shares are ignored when calculating the limits in this rule 8.

Treasury Shares

As long as so required by the Investment Association, shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as shares issued by the Company.

Variations in share capital

If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, any or all of:

the number of Shares comprised in each Option;

the description of Shares so comprised; and/or

the Option Price,

may be adjusted in any way (including retrospective adjustments) which the Directors consider appropriate, but:

the total Option Price after adjustment must be substantially the same as before, and must not exceed the expected proceeds of the related Savings Contract at the Bonus Date;

the total market value of the shares must remain substantially the same; and

the Plan must continue to be a Schedule 3 plan.

An annual return relating to the Plan submitted to HMRC following any such adjustment must include a declaration that the Plan continues to comply with Schedule 3. If, as a result of the adjustment, the Option Price is less than the nominal value of a Share, the Directors may capitalise reserves at the time of the adjustment on the basis described in rule 13.4 (Issue or transfer).

The Directors may notify Optionholders of any adjustment made under this rule 9.

Exercise and lapse – general rules

Exercise

Except where exercise is permitted as described in rule 11 (Exercise and lapse – exceptions to the general rules), an Option can only be exercised:

during the period of six months after the Bonus Date; and

so long as the Optionholder is a director or employee of a Participating Company.

Lapse

An Option will lapse on the earliest of:

the date the Optionholder ceases to be a director or employee of a Participating Company, unless any of the provisions of rule 11 (Exercise and lapse – exceptions to the general rules) apply;

the date on which the Optionholder is deemed to give notice under the Savings Contract of an intention to stop paying contributions under their Savings Contract;

the date on which the Optionholder stops paying contributions under their Savings Contract unless any of the provisions of rule 11 (Exercise and lapse – exceptions to the general rules) apply;

the expiry of any period specified in rule 11 (Exercise and lapse – exceptions to the general rules); or

six months after the Bonus Date unless rule 11.3 (Death) applies.

Exercise and lapse – exceptions to the general rules

Cessation of employment

An Optionholder may exercise their Option within six months of ceasing to be a director or an employee of a Participating Company for one of the reasons set out below. The reasons are:

injury, disability, redundancy within the meaning of the Employment Rights Act 1996;

retirement;

a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;

their office or employment being in an associated company (as defined in paragraph 35(4) of Schedule 3) of the Company which ceases to be an associated company by reason of a change of control (as determined in accordance with sections 450 and 451 of the Corporation Tax Act 2010); or

the business or part of a business in which they work being transferred to a company which is neither an Associated Company nor a company of which the Company has Control.

In respect of Options granted after 1 January 2025, if the Optionholder ceases to be a director or employee of a Participating Company more than three years after the Date of Grant for any other reason except reasons involving misconduct, the Optionholder may exercise the Option within six months of leaving.

For the purposes of this rule 11.1, an Optionholder is not treated as ceasing to be a director or employee of a Participating Company until they have ceased to be a director or employee of:

the Company;

an Associated Company; and

a company under the Control of the Company.

This rule applies if an Optionholder:

ceases to be a director or employee of a Participating Company but on or immediately after the date of cessation is a director or employee of an Associated Company; and

subsequently ceases to be a director or employee of the Associated Company.

When this rule applies, the Optionholder can exercise their Option within six months of ceasing to be a director or employee of the Associated Company, if the reason for ceasing to be a director or employee of the Participating Company (not the Associated Company) was one of the reasons set out in rule 11.1.1.

Employment with an Associated Company

If an Optionholder ceases to be a director or employee of a Participating Company but is, on the Bonus Date, an employee or director of an Associated Company or a company of which the Company has Control, they may exercise their Option within six months of the Bonus Date.

Death

If an Optionholder dies, their Option may be exercised by their personal representatives within one year of:

the date of death if it occurred before the relevant Bonus Date; or

the Bonus Date if the Optionholder died on or within six months after the relevant Bonus Date.

Takeovers

This rule 11.4 applies where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making a general offer to acquire shares in the Company, which falls within paragraph 37(3) of Schedule 3.

When this rule 11.4 applies Options may, subject to rule 11.7 (Reorganisation), and rule 11.9 (Shares no longer within Schedule 3), be exercised within the six-month period after the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

The Options will lapse at the end of the six-month period unless the Directors give written notice to all the Optionholders before the end of the six-month period that the Options will not lapse.

Compulsory acquisition

This rule 11.5 applies if a person (or a group of persons acting in concert) becomes bound or entitled to acquire Shares by serving a notice under Section 979 of the Companies Act 2006 or other local legislation which HMRC agrees is equivalent (a “Section 979 notice”). Subject to rule 11.7 (Reorganisation) and rule 11.9 (Shares no longer within Schedule 3), Options may be exercised at any time when that person remains so bound or entitled, which is the period of six weeks from the date of the Section 979 notice.

Company reconstructions

This rule 11.6 applies if, under Section 899 of the Companies Act 2006, a court sanctions a compromise or arrangement falling within paragraph 37(4) of Schedule 3.

When this rule applies, Options may, subject to rule 11.7 (Reorganisation) and rule 11.9 (Shares no longer within Schedule 3), be exercised within the six-month period after the date of the sanction.

Reorganisation

If this rule 11.7 applies, no Options will become exercisable under rules 11.4 (Takeovers), 11.5 (Compulsory acquisition) or 11.6 (Company reconstructions) if:

the shareholders of the Acquiring Company, immediately after the relevant event, are or will be substantially the same as the shareholders of the Company immediately before then, or the obtaining of Control relevant event amounts to a merger with the Company; or

the Directors decide that this rule 11.7 will apply; and

in either case, the Acquiring Company consents to the replacement of Options under this rule 11.7.

Instead, all Options will be exchanged during the period set out in paragraph 38(3) of Schedule 3. Rules 12.3 (Exchange) and 12.4 (Grant) apply to the exchange.

Winding-up

If the Company passes a resolution for its voluntary winding-up, Options may be exercised within six months of the date of the resolution. However, the issue of Shares after such exercise has to be authorised by the liquidator or the court (if appropriate), and the Optionholder must apply for this authority and pay their application cost. Any Options not exercised during that period will lapse at the end of the period.

Shares no longer within Schedule 3

This rule applies where:

rule 11.4 (Takeovers) applies;

a person is bound or entitled to acquire Shares as described in rule 11.5 (Compulsory acquisition); or

a person obtains Control of the Company as a result of a compromise or arrangement mentioned in rule 11.6 (Company reconstructions); and

as a result, Shares in the Company would no longer meet the requirements of paragraphs 18 to 22 of Schedule 3.

If this rule applies, Options may be exercised under those rules during a 20-day period after the relevant event and any Options not so exercised will, unless the Directors decide otherwise, lapse at the end of that period. If the Directors decide Options do not lapse at the end of the 20-day period, Options may be exercised (and rule 2.2 (Shares) will apply) under any of rules 11.4 (Takeovers), 11.5 (Company acquisition) or 11.6 (Company reconstructions), and will lapse at the end of the relevant period.

Priority

If there is any apparent conflict between any of the provisions in rules 10 (Exercise and lapse – general rules) and 11 (Exercise and lapse – exceptions to the general rules), the provision which results in the earliest lapse of the Option will apply.

US Taxpayers

Notwithstanding rule 11.10 (Priority), a US Taxpayer may only exercise an Option within the shorter of:

any exercise period specified in these rules; and

the expiry of two and a half calendar months after the end of the Taxable Year in which the Option first became exercisable.

Rule 11.1.2 will not apply to US Taxpayers.

Exchange of Options

Application

This rule 12 applies to all Options (whether or not already exercisable) if a company:

obtains Control of the Company as a result of making a general offer to acquire shares in the Company, which falls within paragraph 38(2)(a) of Schedule 3;

obtains Control of the Company under a scheme of arrangement sanctioned by the court under Section 899 of the Companies Act 2006; or

becomes entitled or bound to acquire Shares under Section 981 of the Companies Act 2006 or other local legislation which HMRC agrees is equivalent.

Agreement to exchange

If this rule 12 applies, the Optionholder may, with the agreement of the Acquiring Company, exchange their Options under rule 12.3 (Exchange) during the period set out in paragraph 38(3) of Schedule 3.

Exchange

Where an Option is to be exchanged, the Optionholder will be granted a new option to replace it.

Where an Optionholder is granted a new option then:

the new option will be in respect of shares which satisfy the conditions of paragraph 39 of Schedule 3 in any company (falling within paragraph 18(b) or (c) of Schedule 3) determined by the Acquiring Company;

the new option will be equivalent to the Option that was exchanged as provided in paragraph 39(4) of Schedule 3. For the purpose of equivalence, market value is to be determined according to a methodology agreed by HMRC;

the new option will be treated as having been acquired at the same time as the Option that was exchanged and be exercisable in the same manner and at the same time;

the new option will be subject to the Rules as they last had effect in relation to the Option that was exchanged; and

with effect from the exchange, the Rules will be construed in relation to the new option as if references to Shares were references to the shares over which the new option is granted and references to the Company were references to the company determined by the Directors under rule 12.3.1.

Grant

The Acquiring Company must not grant Options under the Plan other than under rule 12.3 (Exchange).

Exercise of Options

Limit on exercise

An Optionholder may exercise their Option using funds equal to or less than the amount repayable under their Savings Contract, including any bonus or interest. An Optionholder can only use Contributions made before the date of exercise of the Option, and any bonus or interest on them.

Manner of exercise

Options must be exercised by notice in writing or by electronic means in a form specified by the Company signed by the Optionholder or by their agent and delivered to the Company or its agent. The Optionholder must also send:

payment in full in cleared funds and evidence of the termination of the Savings Contract; or

authority to terminate the Savings Contract and use the amount needed to acquire the number of Shares over which the Option is being exercised.

The exercise of the Option is effective on the date of receipt by the Company or its agent of the notice, and receipt of the relevant payment or authority. However, this will not apply where, before such receipts, the Company notifies the Optionholder that the exercise will only be effective on such other date as it so determines.

Part exercise

If an Option is exercised in part, it lapses to the extent of the unexercised balance.

Issue or transfer

Subject to rules 13.4.3 and 13.6 (Consents):

Shares to be issued following the exercise of an Option must be issued within 30 days of the date of exercise; and

if Shares are to be transferred following the exercise of an Option, the Directors must procure this transfer within 30 days of the date of exercise.

If the Option is to be satisfied by the issue of new Shares, the Directors are authorised to capitalise the reserves of the Company. The amount to be capitalised will be the nominal value of a Share less the Option Price multiplied by the number of Shares to be issued.

The Directors may determine that the 30 day period referred to in rules 13.4.1 and/or 13.4.2 may be extended to a period not exceeding 90 days. The longer period will only apply however if it has been notified to the Optionholder before the effective date of the exercise of the Option, as set out in rule 13.2.

Rights

Shares issued on exercise of an Option rank equally in all respects with the Shares in issue on the date of allotment. They do not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

Where Shares are to be transferred on the exercise of an Option, Optionholders are entitled to all rights attaching to the Shares by reference to a record date after the transfer date. They are not entitled to rights before that date.

Consents

All allotments, issues and transfers of Shares are subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Optionholder is responsible for complying with any requirements to obtain or avoid the need for any such consent.

Articles of association

Any Shares acquired on the exercise of Options are subject to the Articles of Association of the Company from time to time in force.

Listing

If and so long as the Shares are listed and traded on a public market, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

General

Notices

Any information or notice to a person who is an Eligible Employee or a Optionholder or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any website.

Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, or by such other means, as the Directors or the duly appointed agent may from time to time decide and notify to Optionholders).

Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to an Optionholder who is working outside of the Company’s country of incorporation will be deemed to have been given on the seventh day after the date of posting.

Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

Documents sent to shareholders

The Company is not required to send to Optionholders copies of any documents or notices normally sent to the holders of its Shares.

Directors’ decisions final and binding

The decision of the Directors on the interpretation of the Rules or in any dispute relating to an Option or matter relating to the Plan is conclusive.

Costs

The Company will pay the costs of introducing and administering the Plan. The Company may require each Participating Company to reimburse the Company for any costs incurred in connection with the grant of Options to, or exercise of Options by, employees of that Participating Company.

Administration

The Directors have the power from time to time to make or vary regulations for the administration and operation of the Plan.

Terms of employment

For the purposes of this rule, “Employee” means any employee of the Company or an Associated Company.

This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

Nothing in the Rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and their employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Options on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Options on the same basis, or at all, in any future year.

The terms of the Plan do not entitle the Employee to the exercise of any discretion under the Rules in the Employee’s favour.

The Employee will have no claim or right of action in respect of any decision, omission or discretion under the Rules which may operate to the disadvantage of the Employee even if it is unreasonable, irrational, capricious, arbitrary or might be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and their employer.

No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

any exercise of a discretion or a decision taken under the Rules in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; or

the operation, suspension, termination or amendment of the Plan.

Participation in the Plan is permitted only on the basis that the Optionholder accepts all the provisions of the Rules, including this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to exercise an Option subject to and in accordance with the express terms of the Rules, in consideration for, and as a condition of, the grant of an Option under the Plan.

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

Employee trust

The Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable the trust or them to acquire Shares for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 682 of the Companies Act 2006.

Withholding

If an Optionholder, who is not in receipt of earnings within paragraph 15 of Schedule 3, is subject to any withholding in any jurisdiction following the exercise of an Option then, unless the Optionholder discharges the liability themself, the Company, any employing company or trustee may withhold any amount and make any arrangements as it considers necessary to meet any liability of the Optionholder to taxation, social security contributions and other levies in respect of Options. These arrangements include the sale of any Shares on behalf of an Optionholder.

Data protection

The basis for any processing of personal information about the Optionholder under the EU’s General Data Protection Regulation (2016/679) (“GDPR”) (or any successor laws, including its incorporation into UK law as the UK GDPR) (or any successor laws) is set out in the Company’s Share Plan Privacy Notice The Share Plan Privacy Notice also contains details about how the Optionholder’s personal information is processed and the Optionholder’s rights in relation to that information. The Optionholder has a right to review the Share Plan Privacy Notice.

Changing the Plan and termination

Directors’ powers

Except as described in the rest of this rule 15, the Directors may at any time change the Plan in any way, including changes to the terms of existing options and changes which may be to the disadvantage of existing Optionholders.

Shareholders’ approval

Except as described in rule 15.2.2, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Rules to the advantage of present or future Optionholders which relates to the following:

the persons to whom or for whom Shares may be provided under the Plan;

the limitations on the number of Shares or amount of cash or other benefits subject to the Plan;

the maximum Contribution which may be made under the Plan;

the determination of the Option Price;

the basis for determining an Optionholder's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or

the terms of this rule 15.2.1.

The Directors need not obtain the approval of the Company in general meeting for any minor changes:

to benefit the administration of the Plan;

which are necessary or desirable in order to ensure that the Plan is or remains a Schedule 3 plan or maintain its tax efficiency under any other enactment;

to comply with or take account of the provisions of any proposed or existing legislation;

to take account of any changes to the legislation; or

to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Optionholder.

The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on participation in the Plan under rule 8 (Plan limits).

The Company in general meeting must approve in advance by ordinary resolution any proposed change to rules 8.1 (10 per cent in 10 year limit), 8.3 (Exclusions) and 8.4 (Treasury Shares).

Schedule 3 restrictions

For so long as the Plan is to remain a Schedule 3 plan, the Plan must comply with Schedule 3 after any change to any provision necessary to comply with Parts 2 to 7 of Schedule 3.

An annual return relating to the Plan submitted to HMRC following any such change must include a declaration that the Plan continues to comply with Schedule 3.

Notice

The Directors are not required to give Optionholders notice of any changes.

Termination of the Plan

The Plan will terminate on the tenth anniversary of the shareholders’ re-approval of the Plan, but the Directors may terminate the Plan at any time before that date. However, Options granted before such termination will continue to be valid and exercisable as described in these Rules.

Governing law

English law governs the Plan and all Options and their construction. The English courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Option.



KIER GROUP PLC	KIER GROUP PLC
RULES OF THE KIER GROUP PLC SHARESAVE SCHEME 2024

| RULES OF THE KIER GROUP PLC SHARESAVE SCHEME 2024

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| Linklaters LLP
One Silk Street
London EC2Y 8HQ | |
| Telephone (+44) 20 7456 2000
Ref L-234637 | |
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