Kier : Notice of AGM

Notice of Annual General Meeting 2023

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

1. Chairman's letter
2. Notice of Annual General Meeting

1. Explanatory notes to the resolutions

1. Directors' biographies

1. Notes to Notice of Annual General Meeting

1. Registrars' contact details

1. 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, 16 November 2023 at Linklaters LLP, One Silk Street, London EC2Y 8HQ (the 'AGM' or the 'Meeting'). 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 6 of this document. In addition to our usual items of business, you will see that included in the Meeting business are the triennial approval of the Directors' remuneration policy and an authority for the Company to conduct a court-approved capital reduction. An explanation of these items and of all the resolutions can be found on pages 6 to 10 of this document.

I would like to thank the shareholders who took the time to engage with myself and the Chair of the Remuneration Committee during the year and the constructive feedback given during these meetings. A summary of the feedback can be found in the Directors' Remuneration report on pages 121 to 124 of the 2023 Annual Report and Accounts.

If you are not intending to attend the AGM, you may submit questions relating to the business of the AGM beforehand via email to [e-mail]. All questions will be considered and addressed at the AGM, via our website or on an individual basis (as appropriate), according to the nature of the question.

2023 Annual Report and Accounts If you have not asked to be sent a copy of the 2023 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 2023 Annual Report and Accounts, please contact our registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Equiniti's contact details can be found on page 15 of this document.

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:

• electronically using www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number to submit your vote
• if you have a registered Shareview Portfolio, you can log in to vote at www.shareview.co.uk using your unique credentials and click on the link to vote
• 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,

14 November 2023.

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 and not by a show of hands. 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 [e-mail].

Recommendation

The Directors of 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.

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

Yours faithfully

Matthew Lester

Chairman

22 September 2023

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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, 16 November 2023 at Linklaters LLP, One Silk Street, London EC2Y 8HQ for the following purposes:

Ordinary resolutions

Explanatory notes to the resolutions are set out on pages 6 to 10.

2023 Annual Report

Resolution 1

To receive the Company's Annual Report and Accounts for the financial year ended 30 June 2023.

See explanatory note 1.

Directors' remuneration

Resolution 2

To approve the Directors' remuneration policy set out on pages 144 to 153 (inclusive) of the Company's Annual Report and Accounts for the financial year ended 30 June 2023, such remuneration policy to take effect from the date on which this Resolution is passed.

See explanatory note 2.

Resolution 3

To approve the Directors' remuneration report set out on pages 120 to 143 (inclusive) of the Company's Annual Report and Accounts for the financial year ended 30 June 2023.

See explanatory note 2.

Election and re-election of Directors Resolution 4

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

See explanatory note 3.

Resolution 5

To re-elect Mr AOB Davies as a Director of the Company.

See explanatory note 3.

Resolution 6

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

See explanatory note 3.

Resolution 7

To re-elect Mr JR Atkinson as a Director of the Company.

See explanatory note 3.

Resolution 8

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

See explanatory note 3.

Resolution 9

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

See explanatory note 3.

Resolution 10

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

See explanatory note 3.

Resolution 11

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

See explanatory note 3.

Auditor

Resolution 12

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 4.

Resolution 13

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 4.

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Notice of Annual General Meeting continued

Political donations

Resolution 14

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 2024 or the close of business on 31 December 2024:

1. 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
2. to incur political expenditure (as such term is defined in section 365 of the
   2026 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 5.

Authority to allot shares

Resolution 15

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 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'):

1. up to an aggregate nominal amount of £1,487,731; and
2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further nominal amount of £2,975,462 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 15,

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 2024 (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:

1. "pre-emptiveoffer" 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
2. 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 6.

Special Resolutions

General power to disapply pre-emption rights Resolution 16

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

That, subject to the passing of resolution 15, the Directors of the Company be authorised to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by resolution 15 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:

1. allotments in connection with a pre- emptive offer;
2. otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of £446,319 (this amount representing not more than 10% of the issued ordinary share capital of the Company as at the latest practicable date prior to the publication of this notice); and
3. otherwise than pursuant to paragraph
4. 1. or paragraph (b) of this resolution 16, allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph
   2. of this resolution 16, 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,

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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 2024 (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 16:

1. "pre-emptiveoffer" has the same meaning as in resolution 15 above;
2. references to an allotment of equity securities shall include a sale of treasury shares; and
3. 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.

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

Resolution 17

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

That, subject to the passing of resolution 15, and in addition to any authority granted under resolution 16, the Directors of the Company be authorised to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by resolution 15 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:

1. allotments up to an aggregate nominal amount of £446,319 (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

1. 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 2024 (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 17:

1. references to an allotment of equity securities shall include a sale of treasury shares; and
2. 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.

Authority to purchase own shares Resolution 18

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 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:

1. the maximum number of shares which may be purchased under this authority is 44,631,938;
2. the minimum price which may be paid for a share is the nominal value of that share;
3. 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 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 on the London Stock Exchange as stipulated by Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation (as it forms part of UK law),

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