Morgan Sindall Group PLC — Proxy Solicitation & Information Statement 2020

Apr 2, 2020

MORGAN SINDALL GROUP

Computershare

All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol BS99 6ZY

Form of Proxy - Annual General Meeting to be held on Thursday 7 May 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 916251
SRN:
PIN:

View the AGM Notice of Meeting and 2019 Annual Report online at: www.morgansindall.com, in the Investors section

Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online.

To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Tuesday 5 May 2020 at 10.00am.

Explanatory Notes:

1. If you are a shareholder entitled to attend, speak and vote at the AGM, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the meeting. A proxy need not be a shareholder of the Company but must attend the AGM to represent you. In light of the current circumstances and the recent Government advice you are encouraged to use your right to appoint the Chair of the AGM as your proxy to attend the meeting and vote on your behalf. Your proxy must vote as you instruct and must attend the AGM for your vote to be counted.
2. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' 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.

3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting (excluding any part of a day that is not a working day). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

4. To appoint a person or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via the designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1695 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
6. Any alterations made to this form should be initialled.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

163818_184508_RUN_ONS/000001/000001/SG601/II

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Form of Proxy

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I/We hereby appoint the Chair of the Meeting as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the Annual General Meeting of Morgan Sindall Group plc to be held at the offices of Morgan Sindall Group plc, Kent House, 14-17 Market Place, London W1W 8AJ on Thursday 7 May 2020 at 10.00am and at any adjourned meeting.

Please use a black pen. Mark with an X inside the box as shown in this example.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and accept the Company's audited financial statements, the strategic report, the directors' and corporate governance report and the auditor's report for the year ended 31 December 2019.	☐	☐	☐
2. To re-elect Michael Findlay as a director.	☐	☐	☐
3. To re-elect John Morgan as a director.	☐	☐	☐
4. To re-elect Steve Crummett as a director.	☐	☐	☐
5. To re-elect Malcolm Cooper as a director.	☐	☐	☐
6. To re-elect Tracey Killen as a director.	☐	☐	☐
7. To re-elect David Lowden as a director.	☐	☐	☐
8. To elect Jen Tippin as a director.	☐	☐	☐
9. To approve the directors' remuneration policy as set out on pages 72 to 80 inclusive of the Company's Annual Report for the year ended 31 December 2019.	☐	☐	☐
For	Against	Vote Withheld
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10. To approve the remuneration report (other than the part containing the remuneration policy), for the year ended 31 December 2019.	☐	☐
11. To re-appoint Deloitte LLP as auditor.	☐	☐
12. To authorise the directors to determine the auditor's remuneration.	☐	☐
13. To authorise the Company and its subsidiaries to make donations to political organisations and incur political expenditure.	☐	☐
14. To authorise the directors to allot shares.	☐	☐
Special Resolutions
15. General authority to disapply pre-emption rights.	☐	☐
16. Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment.	☐	☐
17. To authorise the Company to purchase its own shares.	☐	☐
18. To allow meetings of the Company to be called on 14 days' clear notice.	☐	☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to the above resolutions and any other business which may be properly conducted at the meeting.

Signature

Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). The power of attorney or authority (if any) should be returned with the form of proxy.

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