KELLER GROUP PLC - Director/PDMR Shareholding

17 March 2023

Keller Group plc

Director/PDMR Shareholding

Keller Group plc (the "Company") announces that on 15 March 2023 it was notified of the following transactions in the Company's Ordinary shares of 10 pence each (“Shares”) undertaken by Executive Directors and other Persons Discharging Managerial Responsibilities ("PDMRs").

Long Term Incentive Plan (“LTIP”) vesting

As a result of the vesting of Shares under the Company’s LTIP, on 15 March 2023 the following Executive Directors and PDMRs acquired Shares for nil consideration:

LTIP Deferred Bonus Awards granted on 15 March 2021 – in respect of the year ended 31 December 2020

Director / PDMR	Number of Shares awarded	Number of Shares released*	Number of Shares sold to cover tax liability	Net number of Shares acquired
David Burke	3,522	3,856	1,819	2,037
Eric Drooff	3,718	4,071	1,974	2,097
Venu Raju	14,058	15,395	7,262	8,133
Michael Speakman	23,530	25,767	12,154	13,613
Peter Wyton	3,549	3,886**	N/A	N/A

*Includes dividend equivalents added as Shares since the date of grant.

**Peter Wyton received an equivalent cash payment in place of Shares on vesting of the award.

The Shares were sold at £6.61 to cover tax liabilities.

LTIP Performance Share Awards granted on 9 March 2020 – for the period 2020/22

Director / PDMR	Number of Shares awarded	Number of Shares released*	Number of Shares sold to cover tax liability	Net number of Shares acquired
Jim De Waele	22,022	15,739	7,424	8,315
Eric Drooff	40,859	29,203	14,155	15,048
Kerry Porritt	20,182	14,423	6,803	7,620
John Raine	21,662	15,481	6,541	8,940
Venu Raju	36,634	26,183	12,350	13,833
Michael Speakman	109,513	76,994	36,316	40,678
Peter Wyton	27,118	19,382**	N/A	N/A

*Includes dividend equivalents added as Shares since the date of grant.

**Peter Wyton received an equivalent cash payment in place of Shares on vesting of the award.

The 2020 LTIP Performance Share Awards were measured over a three-year performance period which began on 1 January 2020 and ended on 31 December 2022, and were subject to three performance conditions:

• 50% Earnings Per Share (EPS) CAGR;

• 25% Total Shareholder Return (TSR) outperformance of FTSE 250 Index (excluding investment trusts); and

• 25% Return on Capital Employed (ROCE)

The above performance conditions were partially met and the awards vested at 61.9%.

The Shares were sold at £6.61 to cover tax liabilities.

The Notification of Dealing Form for each Executive Director and PDMR can be found below.

LTIP grant

On 15 March 2023 the Company granted the following awards under the LTIP:

• Deferred Bonus Awards totalling 2,062 Shares; and

• Performance Share Awards totalling 435,427 Shares.

The grant to the Executive Directors and PDMRs listed in the tables below was approved by the Remuneration Committee under the terms of the LTIP.

LTIP Deferred Bonus Awards – in respect of the year ended 31 December 2022

Executive Directors are subject to a deferral of 25% of any annual bonus payment into Shares for a period of two years. The Deferred Bonus Award retains eligibility for dividend equivalents from the date of grant until the vesting date. Malus and clawback apply.

Director	No. of Ordinary Shares awarded1/3	Total Deferred Bonus Awards outstanding3
David Burke	817	17,853
Michael Speakman	1,245	27,193

LTIP Performance Share Awards – for the period 2023/25

Director/PDMR	No. of Ordinary Shares awarded 1/2/3	Total Performance Share Awards outstanding3
David Burke	71,533	198,144
Jim De Waele	34,366	95,109
Eric Drooff	44,041	113,162
Kerry Porritt	26,335	72,938
John Raine	28,030	73,110
Venu Raju	34,175	104,478
Katrina Roche	28,041	77,672
Michael Speakman	130,743	362,161
Peter Wyton	38,193	100,1394

The measures selected by the Remuneration Committee together with the associated targets are shown on the table below. The weightings are all set at 25% in order to provide balance between measures and materiality to each of them individually.

Measure	Weighting	Vesting Schedule
		% of award that will vest
		0%	25%	100%
Operating Profit Margin	25%	Below 5.5%	5.5%	6.5%
Cumulative EPS	25%	Below 330p	330p	400p
ROCE	25%	Below 12%	12%	18%
Relative TSR	25%	Below median	Median	Upper quartile

The Performance Share Awards performance conditions are measured over a three year period ending on 31 December 2025, except for the Operating Profit Margin which is measured in year three. The Performance Share Awards performance conditions are expected to vest in March 2026. Executive Directors are subject to a further two year holding period. Malus and clawback apply.

[1] The price used to calculate the maximum number of Ordinary Shares under the Deferred Share Awards and Performance Share Awards was 708.7p, being the average closing price on 10, 13 and 14 March 2023 of the Company's shares on the main market of the London Stock Exchange.

2 The amounts shown above represent the maximum possible number of Shares that may be granted to the above named participants under the 2023 Performance Share Awards.

3 The awards above exclude notional dividends.

4 28,012 of these Performance Share Awards are rights to receive cash linked to share value and will, to the extent vested following the end of the performance period, be settled in cash.

Enquiries:

Keller Group plc
Silvana Glibota-Vigo, Group Head of Secretariat
Tel: 020 7616 7575

LEI number: 549300QO4MBL43UHSN10
Classification: 2.2 Inside information

Notes to editors:

Keller is the world's largest geotechnical specialist contractor providing a wide portfolio of advanced foundation and ground improvement techniques used across the entire construction sector. With around 10,000 staff and operations across five continents, Keller tackles an unrivalled 6,000 projects every year, generating annual revenue of more than £2bn.

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Jim De Waele
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		President, Europe		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		Nil		15,739
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		Nil		15,739
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		£6.61		7,424
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		£6.61		7,424
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	London Stock Exchange

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Eric Drooff
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		President, North America		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		Nil		29,203
		Nil		4,071
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		Nil		33,274
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		£6.61		14,155
		£6.61		1,974
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		£6.61		16,129
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	London Stock Exchange

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Kerry Porritt
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		Group Company Secretary and Legal Advisor		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		Nil		14,423
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		Nil		14,423
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X			X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		£6.61		6,803
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		£6.61		6,803
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	London Stock Exchange

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	John Raine
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		Group HSEQ Director		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		Nil		15,481
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		Nil		15,481
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		£6.61		6,541
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		£6.61		6,541
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	London Stock Exchange

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Venu Raju
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		Engineering and Operations Director		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		Nil		26,183
		Nil		15,395
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		Nil		41,578
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		£6.61		12,350
		£6.61		7,262
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		£6.61		19,612
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	London Stock Exchange

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Michael Speakman
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		Chief Executive Officer		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		Nil		76,994
		Nil		25,767
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		Nil		102,761
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		£6.61		36,316
		£6.61		12,154
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		£6.61		48,470
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	London Stock Exchange

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Peter Wyton
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
		President, AMEA		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Conditional right to receive a cash payment determined by reference to the value of ordinary shares of 10p each
b)	Indicate nature of the transaction	Acquisition	Disposal		Subscription	Other - receipt of a cash payment determined by reference to the value of a specified number of ordinary shares of 10p each
	ii) Is the transaction linked to an exercise of a share award?	Yes			No
					X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No		If yes, provide date at which investment programme or trading plan was entered into:
			X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
		N/A – A cash payment of £128,115.02 determined by reference to 19,382 shares at a price of £6.61
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
		N/A – A cash payment of £128,115.02 determined by reference to 19,382 shares at a price of £6.61
e)	Date of the transaction	Date: 2023.03.15 Time zone: GMT
f)	Place of the transaction	Outside trading venue