Morgan Sindall : 2023 Notice of Meeting

Notice of Annual General Meeting

Thursday, 4 May 2023 at 10.00am

Venue: Slaughter and May, One Bunhill Row, London EC1Y 8YY

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

It contains the resolutions to be voted on at Morgan Sindall Group plc's Annual General Meeting to be held on Thursday, 4 May 2023 at 10.00am. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (or, if you are resident outside the UK, an appropriately qualified independent financial adviser). If you have sold or transferred all of your shares in Morgan Sindall Group plc, please pass this document, together with the accompanying documents, to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Contents

	Chair's letter	01
	Notice of meeting	02
	Explanatory notes to the resolutions	05
	Notes	09
	Appendix 1	12
	Appendix 2	15

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Chair's letter	Notice of meeting	Explanatory notes to the resolutions	Notes	Appendix 1	Appendix 2

CHAIR'S LETTER

Dear Shareholder

Annual General Meeting 2023

I am writing to you regarding the 2023 Annual General Meeting (the 'AGM') of Morgan Sindall Group plc (the 'Company'), which will be taking place at 10.00am on Thursday, 4 May 2023 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY.

The AGM is an opportunity for shareholders to express their views directly to the Board and I hope you will take the opportunity to do so either by attending the meeting in person or submitting a question on the business to be discussed at the AGM in advance of the meeting.

The Notice convening the meeting (the 'Notice of Meeting') is set out on pages 2 to 4. In addition to the resolutions that we regularly bring to our shareholders at our AGMs, the business of the meeting includes: a resolution to approve a new remuneration policy; two resolutions to approve new Share Plan Rules in substitution for our existing rules that were last approved by shareholders in 2014; and a resolution to increase the maximum aggregate fees which may be paid per annum to non-executive directors. A detailed explanation of the business to be considered at the meeting is set out on pages 5 to 8.

The directors believe that, in the interest of shareholder democracy, it is important that the votes of all members are taken into account and not just those who are able to attend the AGM. All resolutions will therefore be put to shareholders by way of a poll rather than a show of hands.

Action required

Whether or not you intend to be present at the AGM, you are strongly encouraged to appoint a proxy to cast your votes as soon as possible. All shareholders are sent either a proxy form or an email containing a Control Number, Shareholder Reference Number ('SRN') and PIN.

You can either complete, sign and return the proxy form, or submit an electronic proxy appointment instruction at www.investorcentre.co.uk/eproxy. In order to be counted, your voting instructions must be received by the Company's Registrar at the relevant address set out in the Notes to the Notice of Meeting, by no later than 10.00am on Tuesday, 2 May 2023. Completion and return of the proxy form or submission of an electronic instruction will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.

Questions

The AGM is an important opportunity for you to express your views by asking questions and voting. Your participation in this annual event continues to be very important to us.

While we have decided to return to holding our AGM in person, we encourage those shareholders who cannot attend the meeting on the day to submit any questions to the Board in advance of the meeting by emailing [e-mail] (marked for the attention of the Company Secretary).

We will endeavour to publish (on an anonymised basis) any questions received before 10.00am on Tuesday, 2 May 2023 and our responses to those questions on our website (www.morgansindall.com/investors/annual-general-meeting) prior to the AGM. Following the AGM, we will publish

(on an anonymised basis) the full set of questions received (including those received after 10.00am on Tuesday,

2 May 2023) and answers to those questions on our website (www.morgansindall.com/investors/annual-general-meeting). However, we reserve the right to edit questions or not to respond where we consider it appropriate to do so taking account of our legal obligations.

Dividend payments

Shareholders are reminded that the Company will be paying dividends directly into a nominated bank or building society account and will no longer be issuing dividend payments by cheque. Shareholders are therefore encouraged to ensure that your account details are recorded with the Company's Registrar as soon as possible, but not later than 28 April 2023 in order to have your dividend paid directly to you on the proposed 2022 final dividend payment date. Please see Note 25 for further details and contact information.

Recommendation

The directors consider that all the resolutions to be proposed at the AGM are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole, and accordingly, unanimously recommend that you vote in favour of the resolutions, as the directors themselves intend to do in respect of their own beneficial shareholdings.

The results will be published on the 'Annual General Meeting' page of our website at www.morgansindall.com and will be released as soon as reasonably practicable via a Regulatory Information Service following the conclusion of the AGM.

Yours faithfully

Michael Findlay

Chair

23 March 2023

Notice of Annual General Meeting 2023 Morgan Sindall Group plc

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Chair's letter	Notice of meeting	Explanatory notes to the resolutions	Notes	Appendix 1	Appendix 2

NOTICE OF MEETING

Notice is hereby given that the 2023 AGM of the members of Morgan Sindall Group plc (the 'Company') will be held at 10.00am on Thursday, 4 May 2023 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, to consider and, if thought fit, pass the following resolutions. Voting on all resolutions will be by way of a poll. All resolutions will be proposed as ordinary resolutions save for resolutions 20 to 23 (inclusive) which will be proposed as special resolutions.

Ordinary resolutions

Report and accounts

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 2022 (together the 'Annual Report').

Final dividend

2. That a final dividend of 68 pence per ordinary share be declared for the year ended 31 December 2022, payable on 18 May 2023 to shareholders whose names appear on the register of members at the close of business on 28 April 2023.

Directors' remuneration policy

3. To approve the directors' remuneration policy as set out on pages 141 to 151 of the Company's Annual Report.

Directors' remuneration report

4. To approve the remuneration report (other than the part containing the remuneration policy), as set out on pages 134 to 163 of the Company's Annual Report.

Directors

1. That Michael Findlay be reappointed as a director.
2. That John Morgan be reappointed as a director.
3. That Steve Crummett be reappointed as a director.
4. That Malcolm Cooper be reappointed as a director.
5. That Tracey Killen be reappointed as a director.
6. That David Lowden be reappointed as a director.
7. That Jen Tippin be reappointed as a director.
8. That Kathy Quashie be reappointed as a director.

Auditor reappointment

13. That Ernst & Young LLP be reappointed as auditor of the Company from the conclusion of this meeting until the next general meeting at which accounts are laid before the Company.

Auditor's remuneration

14. To authorise the directors to determine the auditor's remuneration.

Political donations

15. That in accordance with section 366 and section 367 of the Companies Act 2006 (the 'Act'), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective, be and are hereby authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £25,000 in total;
2. make political donations to political organisations other than political parties not exceeding £25,000 in total; and
3. incur political expenditure not exceeding £25,000 in total, (as such terms are defined in sections 363 to 365 of the Act),

provided that the aggregate amount of political donations made or political expenditure incurred by the Company and its subsidiaries shall not exceed £25,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Company's next AGM in 2024 or close of business on 4 August 2024, whichever is earlier.

02 Morgan Sindall Group plc Notice of Annual General Meeting 2023

Chair's letter	Notice of meeting	Explanatory notes to the resolutions	Notes	Appendix 1	Appendix 2

NOTICE OF MEETING continued

Directors' authority to allot shares

16. That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to an aggregate nominal amount of £789,207.35 (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such amount); and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £1,578,414.75 (such amount to be reduced by any allotments or grants made pursuant to paragraph (a) above) in connection with an offer by way of a rights issue:
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, any legal, regulatory or practical problems, in, or under the laws of, any territory or the requirements of any regulatory body or exchange or any other matter, provided that (unless revoked, varied or renewed) such authority shall apply until the end of the Company's next AGM in 2024 or close of business on 4 August 2024, whichever is earlier, but, in each case, so that during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Adoption of the 2023 Long-Term Incentive Plan

17. That the Morgan Sindall 2023 Long-Term Incentive Plan

(the 'LTIP'), the principal terms of which are summarised in

Appendix 1 to this Notice and the rules of which are produced to the meeting and signed by the Chair of the meeting for the purposes of identification, be approved and the directors be authorised to:

1. do all or such acts and things as they may consider necessary or desirable to establish the LTIP; and
2. adopt any plans or sub-plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in any overseas jurisdiction, provided that any shares made available under such further plans are treated as counting against any limit on individual or overall participation in the LTIP.

Adoption of the 2023 Share Option Plan

18. That the Morgan Sindall 2023 Share Option Plan (the 'SOP'), the principal terms of which are summarised in Appendix 2 to this Notice and the rules of which are produced to the meeting and signed by the Chair of the meeting for the purposes of identification, be approved and the directors be authorised to:

1. do all or such acts and things as they may consider necessary or desirable to establish the SOP; and

1. adopt any plans or sub-plans based on the SOP but modified to take account of local tax, exchange control or securities laws in any overseas jurisdiction, provided that any shares made available under such further plans are treated as counting against any limit on individual or overall participation in the SOP.

Directors' fees

19. That the maximum fee which may be paid per annum in aggregate to the non-executive directors in accordance with article 88 of the Company's articles of association (excluding amounts payable under any other provision of the articles) be increased to £800,000 per annum.

Special resolutions

Directors' general authority to disapply pre-emption rights

20. That if resolution 16 is passed, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section

561 of the Act did not apply to such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 16, by way of a rights issue only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, any legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or exchange or any other matter; and

1. in the case of the authority granted under paragraph (a) of resolution 16 and/or in the case of any sale of treasury shares, to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £118,381.10,

such power to apply until the end of the Company's next

AGM in 2024 or close of business on 4 August 2024, whichever is earlier, but, in each case, so that during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not ended.

Notice of Annual General Meeting 2023 Morgan Sindall Group plc

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