Morgan Sindall : 2023 Form of Proxy

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, 4 May 2023

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

Control Number: 918282

SRN:

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

View the AGM Notice of Meeting and 2022 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, 2 May 2023 at 10.00am.

Explanatory Notes:

1. We are looking forward to welcoming any shareholders wishing to attend the AGM in person. The Company will notify shareholders of any changes to the AGM via a Regulatory Information Service and on the AGM page of the Company's website.
2. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair of the Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
3. To appoint more than one proxy, an additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on 0370 707 1695 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4. 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.

1. To be entitled to vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00pm on Tuesday, 2 May 2023 (or, in the event of any adjournment, on the date which is two days before the date of any adjourned 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.
2. 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.
3. 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.
4. Any alterations made to this form should be initialled.
5. We encourage all shareholders, including shareholders who are intending to attend the meeting in person, to exercise their vote by proxy in advance of the AGM and provide voting instructions in advance of the AGM. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.

Please 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.

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair.

Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

*

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above 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 Slaughter and May, One Bunhill Row, London EC1Y 8YY on Thursday, 4 May 2023 at 10.00am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive and accept the Company's audited financial

13.

To reappoint Ernst & Young LLP as auditor of the

statements, the strategic report, the directors' and

Company.

corporate governance report and the auditor's report for

the year ended 31 December 2022.

2.

To approve the final dividend of 68 pence per ordinary

14.

To authorise the directors to determine the auditor's

share for the year ended 31 December 2022.

remuneration.

3.

To approve the remuneration policy as set out on pages

15.

To authorise the Company and its subsidiaries to make

141 to 151 of the Company's Annual Report.

donations to political organisations and incur political

expenditure.

4.

To approve the remuneration report (other than the part

16.

To authorise the directors to allot shares.

containing the remuneration policy), as set out on pages

134 to 163 of the Company's Annual Report.

5.

To reappoint Michael Findlay as a director.

17.

To approve the rules of the 2023 Long Term Incentive

Plan ('the LTIP').

6.

To reappoint John Morgan as a director.

18.

To approve the rules of the 2023 Share Option Plan ('the

SOP').

7.

To reappoint Steve Crummett as a director.

19.

To amend the maximum directors' fee limit which may be

paid in aggregate up to £800,000 per annum.

Special Resolutions

8.

To reappoint Malcolm Cooper as a director.

20.

General authority to disapply pre-emption rights.

9.

To reappoint Tracey Killen as a director.

21.

Specific authority to disapply pre-emption rights in

connection with an acquisition or specified capital

investment.

10. To reappoint David Lowden as a director.

22. To authorise the Company to purchase its own shares.

11. To reappoint Jen Tippin as a director.

23. To allow meetings of the Company to be called on 14 clear days' notice.

12. To reappoint Kathy Quashie as a director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting.

Signature

Date

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).

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