Granite Construction Incorporated (GVA)
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AGM 2021

Jun 2, 2021

Claes G. Bjork
Chairman of the Board, Granite Construction

My name is Claes G. Bjork. I'm chairman of the board and the director of Granite Construction Incorporated. Welcome to Granite's 2021 annual shareholders meeting. I now call the meeting to order. We're hosting a virtual meeting this year due to the COVID-19 pandemic. The virtual format allows us to reach a greater number of our shareholders. Today's meeting will include a report of the secretary, address the four proposals on the ballot, and present the election results. Mr. Craig Hall has been appointed secretary of this meeting to present the proposals to be voted on and record the minutes. The inspector of elections, Mr. Andrew M. Wilcox, representing Broadridge Financial Solutions, will determine the number of shares present at the meeting. Also present today are the members of the board of directors of the company: Ms. Molly C. Campbell, David C. Darnell, Dr. Patricia D. Galloway, Mr. David H. Kelsey, Mr. Alan P. Krusi, Mr.

Jeff Lyash, Ms. Celeste Mastin, Mr. Michael McNally, and Mr. Gaddi Vasquez. Also present is Mr. Estep of PricewaterhouseCoopers, Granite's independent registered public accounting firm. I will now call upon Mr. Hall, Secretary of the meeting, for his report.

M. Craig Hall
Secretary, Granite Construction

Thank you, Mr. Chairman. A notice of meeting, or a notice regarding the availability of proxy materials, was mailed to shareholders beginning April 21, 2021, and is available on Granite's website. The notices and a list of registered shareholders of the company at the close of business on April 12, 2021, which is the record date of this meeting, are available for examination by any shareholder participating in the virtual meeting by clicking the materials tab in the bottom right-hand corner of the virtual meeting platform. Only holders of common stock on the record date or their proxies are entitled to vote at this meeting. After the presentation of each proposal, we will provide time for questions related to that proposal. Only validated shareholders or their proxies may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question.

Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio or video recording device. I'm advised by the Inspector of Elections, Mr. Wilcox, that the holders of 42,358,072 shares, or 92.5% of the stock eligible to vote, are present at the meeting or by proxies filed at or before the meeting. Therefore, more than a majority of the outstanding Common Stock is present or represented here today, and a quorum is present, the meeting is authorized to transact business. It is now 10:33 A.M., June 2, 2021, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there.

Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will tally the ballots after all of the proposals have been presented. At this time, I will turn to the business items in the agenda to be voted on today. The first order of business is the election of three directors for a term set to expire at the 2023 annual meeting and the election of three directors for a term set to expire at the 2024 annual meeting. The Nominating and Corporate Governance Committee, in accordance with this charter, has recommended to the board of directors, and the board of directors has nominated Mr. David C. Darnell, Ms. Celeste B. Mastin, and Mr. Gaddi H. Vasquez.

Vasquez to be directors of the company to serve for a term set to expire at the 2023 annual meeting and until their successors are duly elected and qualified, or until their retirement. Ms. Molly C. Campbell, Mr. David H. Kelsey, and Mr. Michael F. McNally to be directors of the company to serve for a term set to expire at the 2024 annual meeting and until their successors are duly elected and qualified, or until their retirement. Since there have been no further nominations as provided for in Article 3, Section 12 of the bylaws, nominations are now closed. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there. I will announce the results of the voting after the ballots are tallied.

If you have a question or comment specifically relating to the election of directors or the nominees and I have not already submitted, excuse me, and have not already submitted your question, please do so now. Please begin any question with a reference to the proposal to which it relates. If there are no questions or comments, we will move on to the next proposal. The next item of business is to consider the proposal to approve on an advisory basis the compensation of the Named Executive Officers. Information regarding the compensation of the Named Executive Officers and the proposal is described on page 19 of our Proxy Statement. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there.

If you have a question or comment specifically relating to this proposal and have not already submitted your question, please do so now. Please begin any question with a reference to the proposal to which it relates. There are no questions or comments. We will move on to the next proposal. The next item of business is to consider the proposal to approve the Granite Construction Incorporated's 2021 Equity Incentive Plan, which was adopted by the board of directors on April 1, 2021. If approved, the 2021 Equity Plan will be effective June 2, 2021, and will serve as the successor to the 2012 Equity Incentive Plan. The proposal has been described on page 43 of our proxy statement.

If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there. If you have a question or comment specifically relating to this proposal and have not already submitted your question, please do so now. Please begin any question with a reference to the proposal to which it relates. If there are no questions or comments, we will move on to the next proposal. The next item of business is to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button on the web portal and following the instructions there.

If you have a question or comment specifically relating to this proposal and have not already submitted your question, please do so now. Please begin any question with a reference to the proposal to which it relates. If there are no questions or comments, I ask that the Inspector of Elections now tally the ballots. It is now 10:40 A.M., June 2, 2021, and the polls are. Mr. Chairman, we have been informed by the Inspector of Elections that based on the preliminary results report, Ms. Campbell, Mr. Darnell, Mr. Kelsey, Ms. Mastin, Mr. McNally, and Mr. Vasquez have received the required votes to be elected as directors of the company and until their successors are elected and qualified, or until their retirement. Based on the preliminary report, the majority of shareholders voted to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.

Based on the preliminary report, the majority of votes cast by shareholders voted for the proposal to approve the Granite Construction Incorporated 2021 Equity Incentive Plan. Mr. Chairman, based on the preliminary report, the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm has received the required number of votes to be approved. Mr. Chairman, that concludes the report of preliminary voting results. The final results will be available for all shareholders in Form 8-K, which will be filed with the SEC no later than June 8, 2021. I will now turn the meeting back over to Mr. Bjork.

Claes G. Bjork
Chairman of the Board, Granite Construction

Thank you, Mr. Hall. The meeting is now concluded. I will now turn over the chairmanship of the board to Mr. Michael McNally. I would like to state that it has been my great pleasure and an honor to represent Granite's shareholders over my many years on the board. I leave the chairman's position in the very good hands of Mr. McNally and wish him, the board, Mr. Larkin, and the entire management team the very best in achieving a level of excellence never before seen in this industry. They are well on their way to achieving this, and they can and will do this in my judgment. Mr. McNally, the gavel is now yours.

Michael F. McNally
Chairman of the Board, Granite Construction

Thank you, Mr. Bjork. On behalf of Granite's board, shareholders, and employees, thank you for your 15 years on the Granite board of directors, as well as everything you've done to make Granite successful. We wish you well in all your future endeavors. With that, I'd like to thank everyone for your attendance at this meeting and interest in Granite. That concludes.

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