REG-Keller Group PLC: Director/PDMR Shareholding

KellerAnnouncement

17/03/2022 14:00

Keller Group plc (the “Company”)

Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities (“PDMRs”)

Awards made under the Company’s Long-Term Incentive Plan (“LTIP”)

On 15 March 2022 the Company granted:
* Deferred bonus share awards totalling 61,840 ordinary shares of 10p each in
the Company (“Ordinary Shares”); and
* Performance share awards totalling 394,163 Ordinary Shares
The grant to the PDMRs listed in the tables below was approved by the
Remuneration Committee under the terms of the LTIP and the Company was
notified by the PDMRs on 17 March 2022. The transactions took place in the
United Kingdom.

Deferred Bonus Share Award – in respect of the year ended 31 December 2021

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

       Name                Position         No. of Ordinary Shares awarded 1/3  Total Deferred Bonus Awards outstanding 3  
 Michael Speakman  Chief Executive Officer                24,684                                  48,214                   
 David Burke       Chief Financial Officer                16,206                                  19,728                   

Other PDMRs are subject to a deferral into Ordinary Shares of any annual bonus
payment in excess of 100% of salary. The deferral is also for a period of two
years, with the deferred bonus share award retaining eligibility for dividend
equivalents from the date of grant until the vesting date. Malus and clawback
apply.

     Name                    Position               No. of Ordinary Shares awarded 1/3  Total Deferred Bonus Awards outstanding 3  
 Jim De Waele  President, Europe                                   1,921                                  1,921                    
 Eric Drooff   President, North America                            5,647                                  9,365                    
 Venu Raju     Engineering and Operations Director                13,382                                  27,440                   

Performance Share Award – for the period 2022/24

       Name                         Position                  No. of Ordinary Shares awarded 1/2/3  Total Performance Share Awards outstanding 3  
 Michael Speakman  Chief Executive Officer                                   112,990                                   325,361                    
 David Burke       Chief Financial Officer                                   61,820                                    118,093                    
 Graeme Cook       Group People Director                                     26,111                                    74,156                     
 Jim De Waele      President, Europe                                         29,674                                    78,707                     
 Eric Drooff       President, North America                                  35,669                                    105,407                    
 Kerry Porritt     Group Company Secretary and Legal Advisor                 22,760                                    63,651                     
 John Raine        Group HSEQ Director                                       21,623                                    63,694                     
 Venu Raju         Engineering and Operations Director                       29,535                                    102,016                    
 Katrina Roche     Chief Information Officer                                 24,234                                    46,293                     
 Peter Wyton       President, AMEA                                           29,747                                  84,877 (4)                   

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 
                                                   awa 
                                                   rd 
                                                   tha 
                                                   t  
                                                   wil 
                                                   l  
                                                   ves 
                                                   t  
                              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 Award performance conditions are measured over a three
year period ending on 31 December 2024, except for the Operating Profit Margin
which is measured in year three. The Performance Share Award performance
conditions are expected to vest in March 2025. Executive Directors are subject
to a further two year holding period. Malus and clawback apply.

Enquiries:

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

1 The price used to calculate the maximum number of Ordinary Shares under the
Deferred Bonus Share Award and Performance Share Award was 781p, being the
average closing price on 9, 10 and 11 March 2022 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 Ordinary
Shares that may be granted to the above named participants under the 2022
Performance Share Award.

3 The awards above exclude notional dividends.

4 55,130 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.

LEI number:              549300QO4MBL43UHSN10
Classification:           2.2 Inside information



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