Keller Group PLC — AGM Information 2019

Mar 4, 2019

2019 Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about WKHDFWLRQ\RXVKRXOGWDNH\RXVKRXOGLPPHGLDWHO\FRQVXOW\RXULQGHSHQGHQWƬQDQFLDODGYLVHUDXWKRULVHGXQGHUWKH )LQDQFLDO6HUYLFHVDQG0DUNHWV\$FW,I\RXKDYHVROGRURWKHUZLVHWUDQVIHUUHGDOO\RXUVKDUHVLQ.HOOHU*URXSSOF please hand this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker RURWKHUDJHQWWKURXJKZKRPWKHVDOHRUWUDQVIHUZDVHƪHFWHGIRUWUDQVPLVVLRQWRWKHSXUFKDVHURUWUDQVIHUHH

Keller Group plc (the "Company")

(Incorporated and registered in England and Wales under number 2442580)

Formal notice of an Annual General Meeting of the Company to be held at 11.00 am at Leonardo Royal St. Paul's Hotel, 10 Godliman Street, London EC4V 5AJ on Thursday 16 May 2019 is set out in this document. A form of proxy is enclosed for members who wish to use one.

The proxy form should be completed, signed and returned to reach the Company's registrars, Equiniti Limited, no later than 11.00am on 14 May 2019 (or, in the event that the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). The proxy form can be delivered by post or by hand (during normal business hours only) to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

Completion and return of a form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting should they choose to do so. Further instructions relating to the form of proxy are set out in the Notice of the Annual General Meeting.

5HJLVWHUHG2ƯFH WKƮRRU6KHOGRQ6TXDUH London W2 6TT

4 March 2019

Dear Fellow Shareholder

Annual General Meeting 2019

This year's Annual General Meeting will be held at 11.00 am on 16 May 2019 at Leonardo Royal St. Paul's Hotel, 10 Godliman Street, London EC4V 5AJ. A map of the venue's location is attached. The formal notice convening the Annual General Meeting can be found on pages 3 to 4 of this circular. A form of proxy for use in connection with this meeting is enclosed with this document.

Voting on all resolutions will be conducted by way of a poll rather than a show of hands. This is a fairer method of voting as shareholder votes are to be counted according to the number of shares held. The votes cast by shareholders present at the Annual General Meeting will be added to the votes cast by proxy.

Many of the resolutions proposed are standard matters and explanatory notes for all the business of the meeting are given on pages 5 to 6 of this document.

Resolution 4 – New Auditor

Following a planned competitive tender process, and on the Audit Committee's recommendation, the Board is recommending to shareholders, for approval at the AGM, the appointment of Ernst & Young LLP (E&Y) to succeed KPMG LLP (KPMG) as the group's auditor until the conclusion of the next annual general meeting. As outgoing auditor, KPMG has provided the Company with a 'Statement of &LUFXPVWDQFHVpDFFRPSDQ\LQJWKHLUSURSRVHGUHVLJQDWLRQIROORZLQJWKHFRQFOXVLRQRIWKH\$*0DVUHTXLUHGE\WKH&RPSDQLHV\$FW which is set out in Appendix 1 to this Notice of Meeting.

Recommendation

Your Directors consider that each resolution to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all resolutions, as they intend to do in respect of their own shareholdings, where applicable.

Attending the AGM

If you would like to vote on the resolutions set out in the notice but are not able to attend in person, please appoint one or more proxies to attend, speak and vote at the meeting.

• by completing the form of proxy sent to you with this document, and returning it to our registrars; or
• by using the CREST electronic proxy appointment service (if you are a CREST member).

I look forward to welcoming you to Keller's AGM.

Yours faithfully,

Peter Hill CBE Chairman

Notice of Annual General Meeting

Notice is hereby given that the 2019 Annual General Meeting of Keller Group plc (the 'Company') will be held at Leonardo Royal 6W|3DXOpV+RWHO*RGOLPDQ6WUHHW/RQGRQ(&9\$-RQ7KXUVGD\ 0D\DWDPIRUWKHIROORZLQJSXUSRVHV

7RFRQVLGHUDQGLIWKRXJKWƬWWRSDVVWKHIROORZLQJUHVROXWLRQVRI which resolutions 1–16 (inclusive) and resolution 20 will be proposed as ordinary resolutions and resolutions 17, 18, 19 and 21 will be proposed as special resolutions.

• 1. To receive the audited accounts and the reports of the Directors and Auditors for the year ended 31 December 2018.
• 1. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) in the form set out in the Company's Annual Report and Accounts for the year ended 31 December 2018.
• 7RGHFODUHDƬQDOGLYLGHQGIRUWKH\HDUHQGHG'HFHPEHU 2018 of 23.9p per Ordinary Share of 10p each in the capital of the Company ('Ordinary Share'), such dividend to be paid on 21 June 2019 to members on the register at the close of business on 31 May 2019.
• 1. To appoint Ernst & Young LLP as Auditors of the Company.
• 1. To authorise the Audit Committee to agree the remuneration of the Auditors.
• 1. To elect Paula Bell as a Director.
• 1. To elect Baroness Kate Rock as a Director.
• 1. To elect Michael Speakman as a Director.
• 1. To re-elect Peter Hill CBE as a Director.
• 1. To re-elect James Hind as a Director.
• 7RUHHOHFW(YD/LQGTYLVWDVD'LUHFWRU
• 1. To re-elect Alain Michaelis as a Director.
• 1. To re- elect Nancy Tuor Moore as a Director.
• 1. To re-elect Dr Venu Raju as a Director.
• 1. To re-elect Dr Paul Withers as a Director.
• 1. THAT, pursuant to section 551 of the Companies Act 2006 ('the Act'), the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert DQ\VHFXULW\LQWRVKDUHVLQWKH&RPSDQ\
• (i) up to an aggregate nominal amount of £2,401,996; and
• LL? FRPSULVLQJHTXLW\VHFXULWLHVDVGHƬQHGLQVHFWLRQ?RI the Act) up to a further aggregate nominal amount of LQFRQQHFWLRQZLWKDQRƪHUE\ZD\RIDULJKWV LVVXH
  • (a) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
  • E? WRKROGHUVRIRWKHUHTXLW\VHFXULWLHVLQWKHFDSLWDORIWKH &RPSDQ\DVUHTXLUHGE\WKHULJKWVRIWKRVHVHFXULWLHVRU subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the UHTXLUHPHQWVRIDQ\UHJXODWRU\ERG\RUVWRFNH[FKDQJH

provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 16 August 2020 (whichever is the earlier), save WKDWWKH&RPSDQ\PD\PDNHDQRƪHURUDJUHHPHQWEHIRUHWKLV DXWKRULW\H[SLUHVZKLFKZRXOGRUPLJKWUHTXLUHVKDUHVWREH allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant such rights pursuant to any VXFKRƪHURUDJUHHPHQWDVLIWKLVDXWKRULW\KDGQRWH[SLUHG7KLV authority is in substitution for all existing authorities under section 551 of the Act (which, to the extent unused at the date RIWKLVUHVROXWLRQDUHUHYRNHGZLWKLPPHGLDWHHƪHFW

• 1. THAT, subject to the passing of resolution 16 and pursuant to sections 570 and 573 of the Act, the Directors be and are JHQHUDOO\HPSRZHUHGWRDOORWHTXLW\VHFXULWLHVZLWKLQWKH meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 16 and to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of HTXLW\VHFXULWLHVRUVDOHRIWUHDVXU\VKDUHV
• L? LQFRQQHFWLRQZLWKDQRƪHURIHTXLW\VHFXULWLHVZKHWKHUE\ ZD\RIDULJKWVLVVXHRSHQRƪHURURWKHUZLVHEXWLQWKH case of an allotment pursuant to the authority granted by resolution 16(ii), such power shall be limited to the allotment RIHTXLW\VHFXULWLHVLQFRQQHFWLRQZLWKDQRƪHUE\ZD\RID ULJKWVLVVXH
  • (a) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
  • E? WRKROGHUVRIRWKHUHTXLW\VHFXULWLHVLQWKHFDSLWDORIWKH &RPSDQ\DVUHTXLUHGE\WKHULJKWVRIWKRVHVHFXULWLHVRU subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the UHTXLUHPHQWVRIDQ\UHJXODWRU\ERG\RUVWRFNH[FKDQJHDQG

(ii) otherwise than pursuant to resolution 17(i), up to an aggregate nominal amount of £360,299,

and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 16 August 2020 (whichever is the earlier), save that the &RPSDQ\PD\PDNHDQRƪHURUDJUHHPHQWEHIRUHWKLVSRZHU H[SLUHVZKLFKZRXOGRUPLJKWUHTXLUHHTXLW\VHFXULWLHVWREH allotted or treasury shares to be sold for cash after this power H[SLUHVDQGWKH'LUHFWRUVPD\DOORWHTXLW\VHFXULWLHVRUVHOO WUHDVXU\VKDUHVIRUFDVKSXUVXDQWWRDQ\VXFKRƪHURU agreement as if this power had not expired.

This power is in substitution for all existing powers under sections 570 and 573 of the Act (which, to the extent unused at WKHGDWHRIWKLVUHVROXWLRQDUHUHYRNHGZLWKLPPHGLDWHHƪHFW

1. THAT, subject to the passing of resolution 16, the Directors be and are generally empowered in addition to any authority JUDQWHGXQGHUUHVROXWLRQWRDOORWHTXLW\VHFXULWLHVZLWKLQWKH meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 16 and to sell Ordinary Shares

Notice of Annual General Meeting continued

held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of HTXLW\VHFXULWLHVRUVDOHRIWUHDVXU\VKDUHV

• (i) up to an aggregate nominal amount of £360,299; and
• LL? XVHGRQO\IRUWKHSXUSRVHVRIƬQDQFLQJRUUHƬQDQFLQJLI VXFKUHƬQDQFLQJRFFXUVZLWKLQVL[PRQWKVRIWKHRULJLQDO transaction) a transaction which the Directors determine to EHDQDFTXLVLWLRQRURWKHUFDSLWDOLQYHVWPHQWRIDNLQG contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this notice,

and this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 16 August 2020 (whichever is the earlier), save WKDWWKH&RPSDQ\PD\PDNHDQRƪHURUDJUHHPHQWEHIRUHWKLV SRZHUH[SLUHVZKLFKZRXOGRUPLJKWUHTXLUHHTXLW\VHFXULWLHVWR be allotted or treasury shares to be sold for cash after this SRZHUH[SLUHVDQGWKH'LUHFWRUVPD\DOORWHTXLW\VHFXULWLHVRU VHOOWUHDVXU\VKDUHVIRUFDVKSXUVXDQWWRDQ\VXFKRƪHURU agreement as if this power had not expired.

• 1. THAT, pursuant to section 701 of the Act, the Company be and is hereby granted general and unconditional authority to make market purchases (within the meaning of section 693(4) of the Act) of up to in aggregate 7,205,988 of its Ordinary Shares (representing 10% of the Company's issued Ordinary Share FDSLWDODWWKHGDWHRIWKLVQRWLFH?SURYLGHGWKDW
• (i) the maximum price (exclusive of expenses) which may be SDLGIRUDQ2UGLQDU\6KDUHLVWKHKLJKHURID?DQDPRXQW HTXDOWRQRWPRUHWKDQDERYHWKHDYHUDJHRIWKHPLGGOH PDUNHWTXRWDWLRQVIRUWKH2UGLQDU\6KDUHVWDNHQIURPWKH /RQGRQ6WRFN([FKDQJHSOF'DLO\2ƯFLDO/LVWIRUWKHƬYH business days immediately preceding the day on which the SXUFKDVHLVPDGHDQGE?DQDPRXQWHTXDOWRWKHKLJKHURI the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; and
• (ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 10p, and (unless previously revoked, varied or renewed) the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on 16 August 2020 (whichever is the earlier) except that the Company may, before such expiry, enter into a contract for the purchase of its own shares under ZKLFKVXFKSXUFKDVHZRXOGRUPD\UHTXLUHWREHFRPSOHWHG or executed wholly or partly after the expiration of this authority and may make a purchase of Ordinary Shares pursuant to any such contract as if the said authority had not expired.
• 1. To authorise, generally and unconditionally, the Company and all companies which are subsidiaries of the Company during the SHULRGZKHQWKLVUHVROXWLRQKDVHƪHFWLQDFFRUGDQFHZLWK VHFWLRQVDQGRIWKH\$FWWR
• (i) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
• (ii) make political donations to political organisations other than political parties not exceeding £50,000 in total; and

(iii) incur political expenditure not exceeding £50,000 in total, DVVXFKWHUPVDUHGHƬQHGLQWKH\$FW

during the period beginning with the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company provided that the authorised sums referred to in paragraphs i), ii) and iii) above, may be FRPSULVHGRIRQHRUPRUHDPRXQWVLQGLƪHUHQWFXUUHQFLHV which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or WKHƬUVWEXVLQHVVGD\WKHUHDIWHU?RULIHDUOLHURQWKHGD\RQ which the Company enters into any contract or undertaking in relation to the same.

1. THAT a General Meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.

By order of the Board

Kerry Porritt

Group Company Secretary and Legal Advisor 4 March 2019

5HJLVWHUHGRƯFH WKƮRRU6KHOGRQ6TXDUH London W2 6TT

Explanatory Notes

1. Resolution 1 – Accounts and reports

\$SXEOLFFRPSDQ\LVUHTXLUHGWROD\LWVDQQXDODFFRXQWVDQG reports at a general meeting under the Companies Act 2006 (the 'Act'). The accounts, the report of the Directors and the report of the Company's Auditors on the accounts are contained within the Annual Report and Accounts.

2. Resolution 2 – Directors' Remuneration Report

6HFWLRQRIWKH\$FWUHTXLUHVWKDWDUHPXQHUDWLRQUHSRUWLV put to a vote of shareholders at the Annual General Meeting. This vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it. Shareholders are asked to approve the Remuneration Report on pages 65 to 73 of the Annual Report and Accounts (excluding the part containing the Directors' Remuneration Policy).

3. Resolution 3 – Final dividend recommendation

The Board of Directors of the Company (the 'Board') UHFRPPHQGVDƬQDOGLYLGHQGRISSHUVKDUHIRUWKH\HDU HQGHG'HFHPEHU,IDSSURYHGWKHUHFRPPHQGHGƬQDO dividend will be paid on 21 June 2019 to all shareholders who are on the register of members on 31 May 2019.

4. Resolution 4 – Appointment of Auditors

At every general meeting at which accounts are presented to VKDUHKROGHUVWKH&RPSDQ\LVUHTXLUHGWRDSSRLQWDQDXGLWRUWR serve from the end of the meeting until the next such meeting. Under resolution 4, it is proposed to appoint a new auditor. Following a planned competitive tender process and on the Audit Committee's recommendation, the Board is recommending to shareholders, for approval at the AGM, the appointment of E&Y to succeed KPMG as the group's auditor until the conclusion of the next annual general meeting. As outgoing auditor, KPMG has provided the Company with a 'Statement of Circumstances' accompanying their proposed UHVLJQDWLRQIROORZLQJWKHFRQFOXVLRQRIWKH\$*0DVUHTXLUHGE\ the Act, which is set out in Appendix 1 to this Notice of Meeting.

5. Resolution 5 – Auditors' remuneration

8QGHUWKH\$FWWKHUHPXQHUDWLRQRIDQDXGLWRUPXVWEHƬ[HGE\ the shareholders by ordinary resolution or in such manner as the shareholders by ordinary resolution determine. Resolution 5 gives authority to the Audit Committee to determine the Auditors' remuneration.

6. Resolutions 6 to 8 – Election of Directors

Michael Speakman was appointed to the Board on 6 August 2018 and Paula Bell and Baroness Kate Rock were appointed to the Board on 1 September 2018. Under the Company's articles of association Michael Speakman, Paula Bell and Baroness Kate 5RFNKROGRƯFHXQWLOWKH\$QQXDO*HQHUDO0HHWLQJIROORZLQJ WKHLUDSSRLQWPHQWDQGDFFRUGLQJO\DUHUHTXLUHGWREHHOHFWHGDV Directors of the Company at the meeting. Biographical information are set out on pages 38 and 39 of the Annual Report and Accounts.

7. Resolutions 9 to 15 – Re-election of Directors

In accordance with the recommendations in the 2016 UK Corporate Governance Code (the "Code") and the provisions of the 2018 UK Corporate Governance Code, each Director of the Company who is proposed for re-election will retire and be proposed for re-election at the Annual General Meeting.

7KH&KDLUPDQKDVFRQƬUPHGWKDWWKH'LUHFWRUVpSHUIRUPDQFH FRQWLQXHVWREHHƪHFWLYHDQGWKH\FRQWLQXHWRGHPRQVWUDWH commitment to their roles.

Brief biographical details of all Directors are set out on pages 38 to 39 of the Annual Report and Accounts.

8. Resolutions 16, 17 and 18 – Authority to allot shares and disapplication of pre-emption rights

Under the Act, the Directors may only allot shares if authorised to do so under section 551 of the Act. Section 561 of the Act SUHYHQWVDOORWPHQWVRIHTXLW\VHFXULWLHVIRUFDVKRWKHUWKDQWR existing shareholders in proportion to their existing holdings, XQOHVVWKH'LUHFWRUVDUHVSHFLƬFDOO\DXWKRULVHGWRGRRWKHUZLVH This gives existing shareholders what are known as 'preemption rights'.

In line with guidance issued by the Investment Association, if passed, resolution 16(i) will authorise the Directors to allot Ordinary Shares of 10p each in the capital of the Company ('Ordinary Shares') (and to grant rights to subscribe for, or to convert any security into, Ordinary Shares in the Company) up to an aggregate nominal amount of £2,401,996. This amount represents approximately one third of the issued Ordinary Share capital of the Company (excluding treasury shares) as at |0DUFKEHLQJWKHODVWSUDFWLFDEOHGDWHEHIRUHWKH publication of this document.

In addition, if passed, resolution 16(ii) will authorise the Directors to allot Ordinary Shares (and to grant rights to subscribe for, or to convert any security into, Ordinary Shares in connection with a rights issue only up to a further aggregate nominal amount of £2,401,996. This amount represents approximately one third of the issued Ordinary Share capital of the Company (excluding treasury shares) as at 4 March 2019, being the last practicable date before the publication of this document.

Resolutions 17 and 18, which will be proposed as special UHVROXWLRQVLISDVVHGZLOOHQDEOHWKH'LUHFWRUVWRDOORWHTXLW\ securities for cash or sell treasury shares for cash up to a maximum aggregate nominal amount of £4,803,992 without having to comply with statutory pre-emption rights.

The powers proposed under resolution 17 will be limited to DOORWPHQWVRUVDOHV

• (i) up to an aggregate nominal amount of (i) £4,803,992 in connection with a rights issue or (ii) 2,401,996 in connection ZLWKDQRSHQRƪHURURWKHUSUHHPSWLYHRƪHULQHDFKFDVH WR2UGLQDU\6KDUHKROGHUVDQGWRKROGHUVRIRWKHUHTXLW\ VHFXULWLHVLIUHTXLUHGE\WKHULJKWVRIWKRVHVHFXULWLHVRUWKH Directors otherwise consider necessary), but (in accordance with normal practice) subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the UHTXLUHPHQWVRIDQ\UHJXODWRU\ERG\RUVWRFNH[FKDQJHDQG
• (ii) in any other case, up to an aggregate nominal amount of £360,299 (which represents approximately 5% of the issued Ordinary Share capital of the Company (excluding treasury shares) as at 4 March 2019, being the last practicable date before the publication of this document.

The powers proposed under resolution 18 will be limited to DOORWPHQWVRUVDOHV

• (i) up to an aggregate nominal amount of £360,299 (which represents approximately 5% of the issued Ordinary Share capital of the Company (excluding treasury shares) as at |0DUFKEHLQJWKHODVWSUDFWLFDEOHGDWHEHIRUHWKH publication of this document); and
• LL? XVHGRQO\IRUWKHSXUSRVHVRIƬQDQFLQJRUUHƬQDQFLQJLI VXFKUHƬQDQFLQJRFFXUVZLWKLQVL[PRQWKVRIWKHRULJLQDO

Notice of Annual General Meeting continued Explanatory Notes continued

transaction) a transaction which the Directors determine to EHDQDFTXLVLWLRQRURWKHUFDSLWDOLQYHVWPHQWRIDNLQG contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this notice.

As at close of business on 4 March 2019, the Company held 1,039,855 Ordinary Shares in treasury, which represent approximately 1.44% of the Company's issued Ordinary Shares (excluding treasury shares) at that time.

The Directors intend to adhere to the Statement of Principles issued by the Pre-emption Group, as updated in March 2015, and not allot shares on a non pre-emptive basis pursuant to the DXWKRULWLHVLQUHVROXWLRQVDQG

• L? LQH[FHVVRIDQDPRXQWHTXDOWRRIWKHWRWDOLVVXHG Ordinary Share capital of the Company (excluding treasury shares); or
• LL? LQH[FHVVRIDQDPRXQWHTXDOWRRIWKHWRWDOLVVXHG Ordinary Share capital of the Company (excluding treasury shares) within a rolling three-year period, without prior consultation with shareholders,

LQHDFKFDVHRWKHUWKDQLQFRQQHFWLRQZLWKDQDFTXLVLWLRQRU VSHFLƬHGFDSLWDOLQYHVWPHQWZKLFKLVDQQRXQFHG contemporaneously with the allotment or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

The authority sought by resolutions 16, 17 and 18 will expire at the conclusion of the next Annual General Meeting following the passing of these resolutions or on 16 August 2020 (whichever is the earlier) but could be varied or withdrawn by agreement of shareholders at an intervening General Meeting.

9. Resolution 19 – Purchase of the Company's own shares This resolution grants a limited authority to the Company to

purchase through the market up to 10% of its issued share FDSLWDO7KHUHVROXWLRQVSHFLƬHVWKHPD[LPXPDQGPLQLPXP prices at which the Ordinary Shares may be bought at the date of the notice. The authority sought will expire at the conclusion of the next Annual General Meeting following the passing of this resolution, but could be varied or withdrawn by agreement of shareholders at an intervening General Meeting.

The Directors will only exercise the authority to purchase Ordinary Shares where they consider that such purchases will be in the interests of shareholders generally and will result in an increase in earnings per share.

10. Resolution 20 – Political donations

Resolution 20 deals with political donations. Under the Act, political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not easy to decide, as the legislation is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, paid leave IRUHPSOR\HHVIXOƬOOLQJSXEOLFGXWLHVDQGVXSSRUWIRUERGLHV representing the business community in policy review or reform, may fall within this.

Therefore, notwithstanding that the Company has no intention either now or in the future of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the Board has decided to put forward resolution 20 to allow the

Company to support the community and put forward its views to wider business and Government interests without running the risk of being in breach of the law. As permitted under the Act, resolution 20 also covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company.

11. Resolution 21 – Calling a General Meeting on 14 days' notice

This resolution is intended to allow the Company to take advantage of an opt-out in the EU Shareholder Rights Directive (Directive 2007/36/EC), which will allow the Company to retain a 14-day notice period for Company meetings other than Annual General Meetings. Under the Directive, listed companies must provide 21 clear days' notice of a General Meeting, unless the &RPSDQ\RƪHUVDIDFLOLW\IRUVKDUHKROGHUVWRYRWHE\HOHFWURQLF means that is accessible to all shareholders and shareholders have approved the holding of General Meetings on 14 clear days' notice. Passing resolution 21 will mean that the Company can call a meeting other than an Annual General Meeting on 14 FOHDUGD\VpQRWLFHSURYLGHGWKDWLWRƪHUVWKHIDFLOLW\IRU shareholders to vote by electronic means at any such meeting. The Company intends to use this authority in limited circumstances for time-sensitive matters and where a shorter notice period would, in the Board's opinion, be merited in the interests of shareholders as a whole.

Recommendation

The Directors believe that the proposals in resolutions 1 to 21 are in the best interests of the Company and its shareholders as a whole and, accordingly, they unanimously recommend that you vote in favour of all of the resolutions.

Action to be taken

If you would like to vote on the resolutions set out in the notice but cannot come to the Annual General Meeting, please DSSRLQWDSUR[\RUSUR[LHV

• by completing the form of proxy sent to you with this document, and returning it to our registrars; or
• if you are a CREST member, by using the CREST electronic proxy appointment service.

By order of the Board

Kerry Porritt

Group Company Secretary and Legal Advisor 4 March 2019

Other notes

(i) Record date

The right to vote at the meeting is determined by reference to the register of members. Only those shareholders registered in the register of members of the Company as at 6.30 pm on 14 May 2019 or, in the event that the meeting is adjourned, in the register of members as at 6.30 pm on the date that is two working days before the time of any adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after 6.30 pm on 14 May 2019 or, in the event that the meeting is adjourned after 6.30 pm on the date that is two working days before the time of any adjourned meeting shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.

(ii) Proxies

• (a) A shareholder is entitled to appoint one or more persons as proxies to exercise all or any of his rights to attend, speak and vote at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a GLƪHUHQWVKDUHRUVKDUHVKHOGE\KLP\$SUR[\QHHGQRWEHD member of the Company. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting if he so wishes. To appoint more than one proxy, shareholders will need to complete a separate proxy form for each proxy. Copies of additional proxy forms FDQEHREWDLQHGIURPWKH&RPSDQ\pVUHJLVWUDUV(TXLQLWL Limited, by telephoning 0371 384 2264. Lines are open from 8.30 am to 5.30 pm (UK time), Monday to Friday, excluding (QJOLVKSXEOLFKROLGD\V7KH(TXLQLWLRYHUVHDVKHOSOLQH number is +44 121 415 7047. Alternatively, shareholders may photocopy the form of proxy indicating on each copy the name of the proxy to be appointed and the number of shares in respect of which the proxy is appointed. A failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder may result in the proxy appointment being invalid. The total votes cast and in respect whereof abstention is recorded by a shareholder or his duly appointed proxies may not, in aggregate, exceed the total number of the votes exercisable by that shareholder in respect of Ordinary Shares of which he is the holder. All forms of proxy should be returned together in the same envelope. Shareholders can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. The right of a shareholder under section 324 of the Act to appoint a proxy does not apply to a person nominated to enjoy information rights under section 146 of the Act.
• (b) A form of proxy is enclosed. To be valid, it must be FRPSOHWHGVLJQHGDQGVHQWWRWKHRƯFHVRIWKH&RPSDQ\pV UHJLVWUDUV(TXLQLWL/LPLWHGDW\$VSHFW+RXVH Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.00 am on 14 May 2019 (or, in the event that the meeting is adjourned, no later than 48 hours (excluding non-working days) before the time of any adjourned meeting).
• (c) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear. com).

CREST personal members or other CREST sponsored members and those CREST members who have appointed voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland /LPLWHGpVVSHFLƬFDWLRQVDQGPXVWFRQWDLQWKHLQIRUPDWLRQ UHTXLUHGIRUVXFKLQVWUXFWLRQVDVGHVFULEHGLQWKH&5(67 Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent ID RA19 by no later than 11.00 am on 14 May 2019 (or, in the event that the meeting is adjourned, no later than 48 hours (excluding non-working days) before the time of any adjourned meeting). No such message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the UHJLVWUDUVDUHDEOHWRUHWULHYHWKHPHVVDJHE\HQTXLU\WR CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) D?RIWKH8QFHUWLƬFDWHG6HFXULWLHV5HJXODWLRQV

(iii) Nominated Persons

A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Act (a 'Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. It is important for any Nominated Person to remember that his main contact in terms of his investment remains as it was (for example, the

Notice of Annual General Meeting continued Other notes continued

registered shareholder, or perhaps custodian or broker, who administers the investment on the Nominated Person's behalf). 7KHUHIRUHDQ\FKDQJHVRUTXHULHVUHODWLQJWRD1RPLQDWHG Person's personal details and holding (including any administration thereof) must continue to be directed to that Nominated Person's existing contact at his investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the Act, writes to a Nominated Person directly for a response.

(iv) Multiple corporate representatives

• (a) A member which is a corporation is entitled to appoint more than one corporate representative and all of those appointed can attend the meeting of the Company.
• (b) In accordance with the provisions of the Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.

(v) Website publication of audit concerns

A shareholder or shareholders having a right to vote at the meeting and holding at least 5% of the total voting rights of the Company, or at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up VKDUHFDSLWDOPD\UHTXLUHWKH&RPSDQ\WRSXEOLVKRQLWV website a statement setting out any matter that such shareholders propose to raise at the meeting relating to either the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting or any circumstances connected with an auditor of WKH&RPSDQ\FHDVLQJWRKROGRƯFHVLQFHWKHODVW\$QQXDO General Meeting of the Company in accordance with section 527 of the Act.

\$Q\VXFKUHTXHVWPXVW

• (a) identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement UHTXHVWHGE\DQRWKHUVKDUHKROGHUFOHDUO\LGHQWLI\LQJWKH statement which is being supported;
• E? FRPSO\ZLWKWKHUHTXLUHPHQWVVHWRXWEHORZDQG
• (c) be received by the Company at least one week before the meeting.

:KHUHWKH&RPSDQ\LVUHTXLUHGWRSXEOLVKVXFKDVWDWHPHQWRQ LWVZHEVLWH

• t LWPD\QRWUHTXLUHWKHVKDUHKROGHUVPDNLQJWKHUHTXHVW to pay any expenses incurred by the Company in FRPSO\LQJZLWKWKHUHTXHVW
• it must forward the statement to the Company's auditors no later than the time when it makes the statement available on the website; and
• the statement may be dealt with as part of the business of the meeting.

(vi) Methods of making requests

\$Q\UHTXHVWE\DVKDUHKROGHURUVKDUHKROGHUVWRUHTXLUHWKH &RPSDQ\WRSXEOLVKDXGLWFRQFHUQV

D? PD\EHPDGHHLWKHU

• in hard copy, by sending it to the Group Company 6HFUHWDU.HOOHU*URXSSOFWKƮRRU6KHOGRQ6TXDUH London W2 6TT; or
• in electronic form, by sending it to secretariat@keller. co.uk, marked for the attention of the Group Company 6HFUHWDU\SOHDVHVWDWHo.HOOHU*URXSSOF\$*0pLQWKH subject line of the email);
• (b) must state the full name(s) and address(es) of the shareholder(s); and
• F? ZKHUHWKHUHTXHVWLVPDGHLQKDUGFRS\IRUPPXVWEH signed by the shareholder(s).

(vii) Shareholder requisition rights

6KDUHKROGHUVVDWLVI\LQJWKHWKUHVKROGUHTXLUHPHQWVLQVHFWLRQV DQG\$RIWKH\$FWFDQUHTXLUHWKH&RPSDQ\WRJLYHWR shareholders of the Company entitled to receive notice of the meeting, notice of a resolution which those shareholders intend to move (and which may properly be moved) at the meeting; and/or to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business at the meeting. A resolution may properly be moved, or a matter properly LQFOXGHGLQWKHEXVLQHVVXQOHVVD?LQWKHFDVHRIDUHVROXWLRQ RQO\?LWZRXOGLISDVVHGEHLQHƪHFWLYHZKHWKHUE\UHDVRQRI any inconsistency with any enactment or the Company's constitution or otherwise); b) it is defamatory of any person; or F?LWLVIULYRORXVRUYH[DWLRXV\$UHTXHVWPDGHSXUVXDQWWRWKLV right may be in hard copy or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person(s) making it and must be received by the Company not later than six clear weeks before the date of the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the UHTXHVW

(viii) Questions

0HPEHUVKDYHWKHULJKWWRDVNTXHVWLRQVDWWKHPHHWLQJLQ accordance with section 319A of the Act. The Company must FDXVHWREHDQVZHUHGDWWKHPHHWLQJDQ\VXFKTXHVWLRQXQOHVV

• (a) to do so would interfere unduly with the preparation for the PHHWLQJRUZRXOGLQYROYHWKHGLVFORVXUHRIFRQƬGHQWLDO information;
• (b) the answer has already been given on a website in the form RIDQDQVZHUWRDTXHVWLRQRU
• (c) it is undesirable in the interests of the Company or the good RUGHURIWKHPHHWLQJWKDWWKHTXHVWLRQEHDQVZHUHG

(ix) Issued share capital

As at 4 March 2019, being the latest practicable date prior to the publication of this document, the Company's issued share capital consists of 73,099,735 Ordinary Shares, carrying one vote each.

As the Company holds 1,039,855 Ordinary Shares in treasury,in respect of which it cannot exercise any votes, the total voting rights in the Company as at 4 March 2019 are 72,059,880.

(x) Information available on the Company's website

The following information is, or will be, available on the &RPSDQ\pVZHEVLWHZZZNHOOHUFRP?DVUHTXLUHGE\VHFWLRQ \$RIWKH\$FW

• (a) the contents of this notice of the meeting;
• (b) the total number of Ordinary Shares, in respect of which members are entitled to exercise voting rights at the meeting;
• (c) the total voting rights that members are entitled to exercise at the meeting in respect of the Ordinary Shares; and
• (d) any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice.

(xi) Documents available for inspection

Copies of all the Directors' service contracts, letters of appointment or memoranda of the terms thereof, and the Existing Articles will be available for inspection at the registered RƯFHRIWKH&RPSDQ\GXULQJXVXDOEXVLQHVVKRXUVRQDQ\ weekday (Saturdays and public holidays excluded) from the date of this notice until the date of the Annual General Meeting and will be available for inspection at the place of the Annual General Meeting for at least 15 minutes prior to and during the meeting.

(xii) Communications with the Company

Except as provided above, shareholders who wish to communicate with the Company in relation to the meeting VKRXOGGRVRXVLQJWKHIROORZLQJPHDQV

• (a) calling our shareholder helpline on 0371 384 2264. Lines are open from 8.30 am to 5.30 pm (UK time), Monday to Friday H[FOXGLQJ(QJOLVKSXEOLFKROLGD\V7KH(TXLQLWLRYHUVHDV helpline number is +44 121 415 7047; or
• E? ZULWLQJWRWKH&RPSDQ\pVUHJLVWUDUVDW(TXLQLWL/LPLWHG Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

No other methods of communication will be accepted. Any electronic communication sent by a shareholder to the &RPSDQ\RU(TXLQLWL/LPLWHGZKLFKLVIRXQGWRFRQWDLQDYLUXVZLOO QRWEHDFFHSWHGE\WKH&RPSDQ\EXWHYHU\HƪRUWZLOOEHPDGH by the Company to inform the shareholder of the rejected communication.

(xiii) EU General Data Protection Regulation

Under the EU General Data Protection Regulation, which took HƪHFWRQ0D\6KDUHKROGHUVDVGDWDVXEMHFWVKDYH extensive data protection rights. For further information, please see our Privacy Policy at www.keller.com

How to get to the Keller Annual General Meeting

Thursday 16 May 2019 at 11.00 am

Leonardo Royal St. Paul's Hotel 10 Godliman Street London EC4V 5AJ

Appendix 1: KPMG Statement of Circumstances

KPMG LLP &DQDGD6TXDUH London E14 5GL United Kingdom

Tel +44 (0) 20 7311 1000 Fax +44 (0) 20 7311 6407

3ULYDWH FRQƬGHQWLDO

Keller Group plc 5th Floor 6KHOGRQ6TXDUH London W2 6TT

28 March 2019

Dear Directors,

6WDWHPHQWWR.HOOHU*URXSSOFQR?RQFHDVLQJWRKROGRƯFHDVDXGLWRUVSXUVXDQWWRVHFWLRQRI WKH|&RPSDQLHV\$FW|

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Yours faithfully,

KPMG LLP \$XGLWUHJLVWUDWLRQQXPEHU \$XGLWUHJLVWUDWLRQDGGUHVV &DQDGD6TXDUH Canary Wharf London E14 5GL

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