REG-Keller Group PLC: Result of AGM

KellerAnnouncement

16/05/2019 16:45

16 May 2019

Keller Group plc ("the Company")
 2019 AGM Results

Keller Group plc (the “Company”) announces that all resolutions were
passed by the requisite majorities at the Company’s Annual General Meeting
held at Leonardo Royal St. Paul’s Hotel, 10 Godliman Street, London EC4V 5AJ
at 11:00am on Thursday, 16 May 2019.

In line with recommended practice, a poll was conducted on each resolution at
the meeting.  The total voting rights (the issued share capital excluding
Treasury Shares) on 14 May 2019 was 72,059,880.  The total number of votes
received on each resolution is as follows: 

 Resolution                                                             Votes  For     %     Votes Against     %      Total     Votes Withheld  
                                                                                                                       Votes                    
 1 - To receive the report and accounts                                 57,464,728  100.00%       195        0.00%  57,464,923      35,811      
 2 - To approve the Directors’ remuneration report                      45,776,928   79.97%    11,466,440   20.03%  57,243,368      257,365     
 3 – To declare a final dividend of 23.9p per Ordinary Share            57,500,689  100.00%        45        0.00%  57,500,734         0        
 4 – To appoint Ernst & Young LLP as Auditors                           57,351,954   99.74%     148,385      0.26%  57,500,339        395       
 5 - To agree the Auditors’ remuneration                                57,476,674   99.99%      4,225       0.01%  57,480,899      19,835      
 6 - To elect Paula Bell                                                57,318,956   99.69%     178,566      0.31%  57,497,522       3,212      
 7 - To elect Baroness Kate Rock                                        56,979,506   99.10%     518,566      0.90%  57,498,072       2,662      
 8 - To elect Michael Speakman                                          57,018,180   99.17%     475,342      0.83%  57,493,522       7,212      
 9 - To re-elect Peter Hill CBE                                         57,158,941   99.41%     338,698      0.59%  57,497,639       3,095      
 10 - To re-elect Mr James Hind                                         57,081,884   99.28%     416,305      0.72%  57,498,189       2,545      
 11 - To re-elect Eva Lindqvist                                         57,067,319   99.25%     430,870      0.75%  57,498,189       2,545      
 12 – To re-elect Alain Michaelis                                       57,188,209   99.46%     309,980      0.54%  57,498,189       2,545      
 13 – To re-elect Nancy Tuor Moore                                      57,319,043   99.69%     179,146      0.31%  57,498,189       2,545      
 14 - To re-elect Dr Venu Raju                                          57,186,502   99.46%     311,687      0.54%  57,498,189       2,545      
 15 - To re-elect Dr Paul Withers                                       57,341,770   99.73%     152,419      0.27%  57,494,189       6,545      
 16 - Authority to allot shares                                         54,093,352   94.08%    3,404,837     5.92%  57,498,189       2,545      
 17 - Authority to disapply pre-emption rights                          56,380,172   99.32%     387,447      0.68%  56,767,619      733,115     
 18 - Authority to disapply pre-emption rights (limited circumstances)  53,277,370   93.85%    3,490,249     6.15%  56,767,619      733,115     
 19 - Authority to buy back shares                                      57,048,745   99.44%     323,488      0.56%  57,372,233      128,501     
 20 - Authority to make political donations                             55,312,331   96.20%    2,184,203     3.80%  57,496,534       4,200      
 21 - Authority to call a general meeting on 14 days’ notice            55,584,442   96.67%    1,914,142     3.33%  57,498,584       2,150      

Prior to the AGM, ISS proxy advisors recommended that shareholders vote
against Resolution 2 (To approve the Directors’ remuneration report) due to
the number of shares awarded to Executive Directors in 2019 under the
Company’s Long Term Incentive Plan not being scaled back in recognition of
the fall in the Company’s share price during 2018. 

We have engaged with a large number of our major shareholders in recent weeks,
and would like to thank them for giving us the opportunity to speak to them
ahead of our AGM.  As a result, the Remuneration Committee has undertaken
that, at the time of vesting of the 2019 award it will make a determination as
to whether to use its discretion to reduce vesting levels as appropriate. 
The Remuneration Committee has also determined that should the share price at
the time of the 2020 grant not be materially higher than that on which the
2019 grants were awarded, the 2020 awards will be scaled back from those
awarded in 2019.

The majority of our shareholders, including the Company’s major
shareholders, were supportive in their vote and we will continue to engage
with shareholders on this subject going forward.

This announcement will be available for viewing on the Company’s website,
www.keller.com, as soon as practicable.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed (other
than those concerning ordinary business) will shortly be submitted to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.

The full text of all the resolutions passed at the meeting can be found in the
Notice of Annual General Meeting, which is available for inspection at
www.morningstar.co.uk/uk/NSM and on the Company's website at www.keller.com.

Enquiries:

Keller Group plc
Kerry Porritt, Group Company Secretary and Legal Advisor
Tel: 020 7616 7575

LEI number:        549300QO4MBL43UHSN10

Classification:     3.1 Additional regulated information required to be
disclosed under the laws of a Member State

END



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