Keller Group PLC — AGM Information 2025

Apr 8, 2025

Keller Group plc Notice of Annual General Meeting 2025
01
KELLER

2025 Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Keller Group plc, please hand this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Keller Group plc (the 'Company')

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

Formal notice of the Annual General Meeting (AGM) of the Company to be held at 10.00am at 4 Kingdom Street, Paddington Central, London W2 6BD on Wednesday 14 May 2025 is set out in this document. A proxy form is enclosed for members who wish to use one.

The proxy form should be completed and returned to reach the Company's Registrar, Equiniti, no later than 10.00am on Monday 12 May 2025 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 completed online or delivered by post or by hand (during normal business hours only) to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

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

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Keller Group plc Notice of Annual General Meeting 2025
Keller Group plc Notice of Annual General Meeting 2025

Chairman's letter

Registered Office:
2 Kingdom Street
London W2 6BD

Dear shareholder

Annual General Meeting 2025

This year's AGM will be held on Wednesday 14 May 2025 at 4 Kingdom Street, Paddington Central, London W2 6BD and will start at 10.00am. A map of the venue's location can be found on page 10. The formal notice convening the AGM can be found on pages 5 and 4. A proxy form for use in connection with the AGM is enclosed.

Performance in 2024

Keller delivered another record performance in 2024 with sustained growth in underlying profit together with high levels of cash generation driving a strong resident balance sheet. The underlying operating profit achieved this year surpassed all previous records by a substantial margin underlying operating profit margin was over 7%. These results have lifted Keller to a new level and provide a new foundation for the Group to progress in the future. Further information can be found in our 2024 Annual Report and Accounts.

Dividend

Keller has a 30-year history of uninterrupted dividends. In 2023, the Board released the full-year dividend to 45.2p per share, a 20% increase on 2022 following a step-change in profitability in 2023, and increased the final dividend by 28%. The Board expects to return to a more normal progressive 5% dividend growth in 2024 and to revert to the normal balance of the full-year dividend being payable 35% as an interim dividend and 65% as the final dividend. The Board is therefore recommending a final dividend of 33.1p (2023: 31.3p). If approved, the final dividend will be payable on 20 June 2025 to shareholders on the register as at 23 May 2025.

Share buyback

In addition to the recommended dividend, the Board is also announcing its intention to launch a multi-year share buyback programme, with an initial tranche of €25m in the first quarter of 2025, as part of an ongoing commitment to return capital to shareholders. The Board considers the share buyback programme to be in the best interests of the Company and its shareholders. This action reflects the Board's continued confidence in the future prospects for the Group.

Board

We have seen a number of planned changes to the Board during 2024. Eva Lindqvist retired as Chair of the Remuneration Committee and an independent Non-executive Director in May 2024 following seven years on the Board. Stephen King was appointed as an independent Non-executive Director on 1 September 2024.

Also, as announced in July last year, I will be stepping down from the Board having served almost nine years as your Chairman. I will retire from the Board and step down as Chairman with effect from 5 March 2024 and, accordingly, I will not be seeking re-election at the forthcoming AGM.

It has been a great privilege to chair the Board for the past nine years, alongside an experienced and effective set of Non-executive Directors and executive team. I am proud of what we have achieved together. I wish Keller and all of its stakeholders continued success and a prosperous future.

Carl-Peter Forster was appointed to the Board as Non-executive Director and Chair Designate on 16 December 2024 and will succeed me on 5 March 2025 following a constructive transition period. Carl-Peter will chair the forthcoming AGM.

In accordance with the UK Corporate Governance Code (the 'Code'), Stephen, Carl-Peter and all the other Directors of the Company, excepting me, will stand for election and re-election to the Board at the AGM. Their biographies are set out in Appendix 1 on pages 11 and 12 of this Notice of AGM.

Our Board Diversity Policy has been in place since 2021. We have made great strides in achieving a diverse Board, although the proportion of female representation has reduced following the changes to the Board this year. Female representation on the Board will stand at 37.5% (2023: 50%) from 5 March 2025 onwards. We continue to strive to meet or exceed the diversity target of 40% female representation that we set ourselves in the Board Diversity Policy and as recommended by the FTSE Women Leaders and Parker Reviews.

The Board believes that each Director brings considerable knowledge and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrate commitment to their role.

We consider all of the Non-executive Directors to be independent in accordance with the Code.

Attending, voting and questions

At the date of this document, shareholders are entitled to attend and vote at the AGM in person or by proxy.

Any changes to the AGM arrangements will be communicated to shareholders before the meeting through our website and, where appropriate, by IRS announcement.

Your participation in this annual event, be it in person or by proxy, is important to us. If you cannot attend the AGM, please vote your shares by appointing one or more proxies to attend, speak and vote at the AGM. You can do so in the following ways:

• by using the CREST electronic proxy appointment service (if you are a CREST member);
• online via the Proxymity platform (if you are an institutional investor);
• online at shareview.co.uk by registering for an online portfolio (you will need your Shareholder Reference Number which is on your proxy form); or
• by completing and returning the proxy form.

Similarly, if you wish to ask a question of the Board relating to the business of the AGM, please do so by submitting it in advance of the AGM by email to secretariat@keller.com.

Voting at the AGM 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 AGM 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 and 6 of this document.

Recommendation

Your Directors consider that each resolution to be proposed at the AGM 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.

Yours faithfully

Peter Hill CBE
Non-executive Chairman

Approved by the Board of Directors and authorised for issue on 3 March 2025.

Notice of Annual General Meeting

Notice is hereby given that the 2025 Annual General Meeting of Keller Group plc (the 'Company') will be held at 4 Kingdom Street, Paddington Central, London W2 6BD on Wednesday 14 May 2025 at 10.00am for the following purposes:

To consider and, if thought fit, to pass the following resolutions, of which resolutions 1-14 (inclusive) and resolution 18 will be proposed as ordinary resolutions and resolutions 15-17 (inclusive) and 19 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 2024.
2. To approve the Directors' remuneration report in the form set out in the Company's Annual Report and Accounts for the year ended 31 December 2024.
3. To declare a final dividend for the year ended 31 December 2024 of 33.1p per Ordinary Share of 10p each in the capital of the Company ('Ordinary Share'), such dividend to be paid on 20 June 2025 to members on the register at the close of business on 23 May 2025.
4. To reappoint Emst & Young LLP as Auditors of the Company.
5. To authorise the Audit and Risk Committee to agree the remuneration of the Auditors.
6. To elect Carl-Peter Forster as a Director.
7. To elect Stephen King as a Director.
8. To re-elect Paula Bell as a Director.
9. To re-elect David Burke as a Director.
10. To re-elect Juan G. Hernández Abrams as a Director.
11. To re-elect Annette Kelleher as a Director.
12. To re-elect Baroness Kate Rock as a Director.
13. To re-elect Michael Speakman as a Director.

14. 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 any security into shares in the Company:
    (i) up to an aggregate nominal amount of £2,432,553; and
    (ii) comprising equity securities (as defined in section 56(31) of the Act) up to a further aggregate nominal amount of £2,432,533 in connection with an offer by way of a rights issue:
    (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
    (b) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or 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 requirements of any regulatory body or stock exchange, provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 14 August 2026 (whichever is the earlier);
    save that the Company may make an offer or agreement before this authority expires which would or might require shares to be 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 such offer or agreement as if this authority had not expired. This authority is in substitution for all existing authorities under section 551 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

15. THAT, subject to the passing of resolution 14 and pursuant to sections 570 and 573 of the Act, the Directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 14 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.
    (i) to the allotment of equity securities or sale of treasury shares in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise, but, in the case of an allotment pursuant to the authority granted by resolution 14-5), such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue:
    (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
    (b) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or 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 requirements of any regulatory body or stock exchange; and
    (ii) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (ii above) up to an aggregate nominal amount of £729,766; and
    (iii) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (ii) or paragraph (iii above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (iii) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying the Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, 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 14 August 2026 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted or treasury shares to be sold for cash after this power expires and the Directors may allot equity securities or sell treasury shares for cash pursuant to any such offer or 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 the date of this resolution, are revoked with immediate effect).

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Keller Group plc Notice of Annual General Meeting 2025
Keller Group plc Notice of Annual General Meeting 2025

Notice of Annual General Meeting continued

1. THAT, subject to the passing of resolutions 14 and 15, the Directors be and are generally empowered in addition to any authority granted under resolution 15 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 14 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:

(i) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £729,766, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind 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

(ii) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (i) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of 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 (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 14 August 2026 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted or treasury shares to be sold for cash after this power expires and the Directors may allot equity securities or sell treasury shares for cash pursuant to any such offer or 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 7,297,658 of its Ordinary Shares (representing 10% of the Company's issued Ordinary Share capital at the date of this notice) provided that:

(i) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the higher of: (a) an amount equal to not more than 5% above the average of the middle market quotations for the Ordinary Shares taken from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which the purchase is made; and (b) an amount equal to the higher of 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 confirmed 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 14 August 2026 (whichever is the earlier) except that the Company may, before such expiry, enter into a contract for the purchase of its own shares under which such purchase would or may require to be completed 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 period when this resolution 18 has effect, in accordance with sections 366 and 367 of the Act, to:

(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 (as such terms are defined in the Act), 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 (ii, 6) and (iii) above, may be comprised of one or more amounts in different currencies 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 the first business day thereafter) or, if earlier, on the day on 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.

Approved by the Board of Directors and authorised for issue on the date shown below.

Kerry Porritt

Company Secretary

3 March 2025

Registered office:
2 Kingdom Street
London W2 6BD

Explanatory notes

Resolution 1 – Accounts and reports

A public company is required to lay its annual accounts and reports at a general meeting under 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.

Resolution 2 – Directors' remuneration report

Section 439 of the Act requires that a remuneration report is put to a vote of shareholders at the AGM. 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 126 to 141 of the Annual Report and Accounts.

Resolution 3 – Final dividend recommendation

The Board recommends a final dividend of 33.1p per share for the year ended 31 December 2024. If approved, the recommended final dividend will be paid on 20 June 2025 to all shareholders who are on the register of members on 23 May 2025.

Resolution 4 – Reappointment of Auditors

The law in England requires shareholders to approve the reappointment of a company's auditor each year. The appointment runs until the conclusion of the next AGM or 14 August 2026 (whichever is the earlier).

It is proposed that Ernst & Young LLP be and are hereby reappointed Auditors of the Company and will hold office from the conclusion of this AGM until the conclusion of the next General Meeting at which accounts are laid before the Company.

Resolution 5 – Auditors' remuneration

Under the Act, the remuneration of an auditor must be fixed by the shareholders by ordinary resolution or in such manner as the shareholders by ordinary resolution determine. Resolution 5 gives authority to the Audit and Risk Committee to determine the Auditors' remuneration.

Resolutions 6 and 7 – Election of Directors

Carl-Peter Förster and Stephen King were appointed to the Board on 16 December 2024 and 1 September 2024 respectively. Under the Company's Articles of Association, Carl-Peter and Stephen hold office until the AGM following their appointment and accordingly are required to be elected as Directors of the Company at the meeting. Their biographical information is set out in the Appendix on page 11 of this Notice of AGM.

The Board recommends the election of Carl-Peter and Stephen and looks forward to benefitting from their skills and experience.

Resolutions 8 to 13 – Re-election of Directors

In accordance with the recommendations in the provisions of the Code, we require all Directors to retire annually and to offer themselves for re-election.

The Board believes that each Director brings considerable knowledge and wide-ranging skills and experience to the Board as a whole and continues to demonstrate commitment to their role and to make an effective and valuable contribution to the deliberations of the Board.

We consider all of the Non-executive Directors to be independent in accordance with the Code.

Biographies of all the Directors standing for re-election are set out in the Appendix on pages 11 and 12 of this Notice of AGM.

Resolutions 14 to 16 – 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 prevents allotments of equity securities for cash other than to existing shareholders in proportion to their existing holdings, unless the Directors are specifically authorised to do otherwise. This gives existing shareholders what are known as 'pre-emption rights'.

In line with guidance issued by The Investment Association, if passed, resolution 14(i) will authorise the Directors to allot Ordinary Shares of 10p each in the capital of the Company (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 £2,432,553. This amount represents approximately one-third of the issued Ordinary Share capital of the Company (excluding treasury shares) as at 28 February 2025, being the last practicable date before the publication of this document.

In addition, if passed, resolution 14(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 £2,432,553. This amount represents approximately one-third of the issued Ordinary Share capital of the Company (excluding treasury shares) as at 28 February 2025, being the last practicable date before the publication of this document.

Resolutions 15 and 16, which will be proposed as special resolutions, if passed, will enable the Directors to allot equity securities for cash or sell treasury shares for cash and/or sell treasury shares without having to comply with statutory pre-emption rights.

The powers proposed under resolution 15 will be limited to allotments or sales:

(i) up to an aggregate nominal amount of £1,64,865,105 in connection with a rights issue or (ii) £2,432,553 in connection with an open offer or other pre-emptive offer, in each case to Ordinary Shareholders and to holders of other equity securities (if required by the rights of those securities or the Directors otherwise consider necessary); but (in accordance with normal practise) 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 requirements of any regulatory body or stock exchange; and

(ii) otherwise than pursuant to (i) above, up to an aggregate nominal amount of £729,766, which represents approximately 10% of the Company's issued Ordinary Share capital as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice); and

(iii) otherwise than under paragraphs (ii) and (iii) above, an aggregate nominal amount of £145,953 which represents up to approximately 2% of the Company's issued Ordinary Share capital as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

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Keller Group plc Notice of Annual General Meeting 2025
Keller Group plc Notice of Annual General Meeting 2025

Explanatory notes continued

Resolutions 14 to 16 – Authority to allot shares and disapplication of pre-emption rights continued

The powers proposed under resolution 16 will be limited to allotments or sales:

(i) up to a further aggregate nominal amount of £729,766, which represents approximately 10% of the Company's issued Ordinary Share capital as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Statement of Principles on Disagreeing Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice (the 'Statement of Principles'), and

(ii) otherwise than under paragraph (i) above, an aggregate nominal amount of £145,913 which represents up to approximately 2% of the Company's issued Ordinary Share capital as at 28 February 2025 (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

The disapplication authorities under resolutions 15 and 16 are in line with guidance set out in the Statement of Principles. The Statement of Principles allow a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10% of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue, and (iii) in the case of both (i) or (ii), up to an additional 2% in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.

As at close of business on 28 February 2025, the Company held 123,153 Ordinary Shares in treasury, which represent approximately 0.44% of the Company's issued Ordinary Shares (excluding treasury shares) at that time.

The authorities sought by resolutions 14, 15 and 16 will expire at the conclusion of the next AGM following the passing of these resolutions or on 14 August 2026 (whichever is the earlier) but could be varied or withdrawn by agreement of shareholders at an intervening General Meeting.

Resolution 17 – 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 capital. The resolution specifies the maximum and minimum 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 AGM 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.

The Company is also announcing its intention to launch a multi-year share buyback programme, with an initial tranche of £25m in the first quarter of 2025, to be undertaken using the authority to purchase its own shares as approved by shareholders at the 2024 AGM. The Board considers the share buyback programme to be in the least interests of the Company and its shareholders, and it reflects the Board's continued confidence in the future prospects for the Group.

The shareholder authority sets the lowest and highest prices that the Company can pay for the ordinary shares, the lowest price being the nominal value of an ordinary share and the highest price being the higher of (a) 5% above the average market value of the Company's ordinary shares for the five business days preceding the day of purchase; and (b) the higher of the price of the last independent trade and the highest current independent purchase list on the trading venues where the purchase is carried out. Any share buyback would be by market purchases through the London Stock Exchange and/or other relevant markets or exchanges. Any ordinary shares so purchased would be either held as treasury shares or cancelled. Any purchases to be made after the expiry of the authority granted by shareholders at the 2024 AGM will be made subject to shareholder approval of resolution 17 except in relation to the purchase of ordinary shares, the contract for which was concluded prior to the expiry of the authority which was granted to the directors at the 2024 AGM.

As at 28 February 2025 (being the latest practicable date prior to the publication of this notice), there were share awards over 1,994,506 ordinary shares in the capital of the Company which represents 2.73 per cent of the issued ordinary share capital (excluding treasury shares) at that date. If the authority to purchase ordinary shares was exercised in full, these share awards would represent 3.03 per cent of the issued ordinary share capital (excluding treasury shares).

Resolution 18 – Political donations

This resolution 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 for employees fulfilling public duties, and support for bodies 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 18 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 18 also covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company.

Resolution 19 – Calling a General Meeting on 14 days' notice

This resolution is intended to allow the Company to utilise the provisions of section 307A of the Act, to retain a 14-day notice period for Company meetings other than AGMs. Under the Act, listed companies must provide 21 clear days' notice of a General Meeting, unless the company offers a facility for shareholders to vote by electronic means that is accessible to all shareholders and shareholders have approved the holding of General Meetings on 14 clear days' notice. Passing resolution 19 will mean that the Company can call a meeting other than an AGM on 14 clear days' notice provided that it offers the facility for 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.

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 6.30pm on 12 May 2025 or, in the event that the meeting is adjourned, in the register of members as at 6.30pm 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 6.30pm on 12 May 2025 or, in the event that the meeting is adjourned, after 6.30pm 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 different share or shares held by him. A proxy need not be a 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 can be obtained from the Company's Registrar Equiniti, by telephoning +44 69371 584 2264. Lines are open from 8.30am to 5.30pm 6.Ritmed, Monday to Friday, excluding public holidays in England and Wales. Please use the country code when calling from outside the UK. 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 completed, signed and sent to the offices of Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6D4 so as to arrive no later than 10.00am on Monday 12 May 2025 (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).

Alternatively, shareholders who wish to appoint a proxy and vote online should create an online portfolio at shareview.co.uk and follow the instructions on screen. You will need your Shareholder Reference Number shown on your proxy form.

(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 (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 Limited's specifications and must contain the information required for such instructions, as described in the CREST 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 6419 by no later than 10.00am on Monday 12 May 2025 (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 registrars are able to retrieve the message by enquiry to 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) takes(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 36(5) id of the Uncertificated Securities Regulations 2001.

(d) If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to proxymity.io.

Your proxy must be lodged by 10.00am on Monday 12 May 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

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Keller Group plc Notice of Annual General Meeting 2025
Keller Group plc Notice of Annual General Meeting 2025

Other notes continued

(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 registered shareholder, or perhaps custodian or broker, who administers the investment on the 'Nominated Person's behalf'). Therefore any changes or queries relating to a 'Nominated 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 share capital, may require the Company to publish on its 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 the Company ceasing to hold office since the last AGM of the Company in accordance with section 527 of the Act.

Any such request must:

(a) identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement requested by another shareholder, clearly identifying the statement which is being supported.
(b) comply with the requirements set out below; and
(c) be received by the Company at least one week before the meeting.

Where the Company is required to publish such a statement on its website:

• it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
• 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

Any request by a shareholder or shareholders to require the Company to publish audit concerns:

(a) may be made either:

• in hard copy, by sending it to the Company Secretary, Keller Group plc, 2 Kingdom Street, London W2 6BD; or
• in electronic form, by sending it to secretariat@keller.com, marked for the attention of the Company Secretary (please state Keller Group plc: AGM in the subject line of the email).

(b) must state the full name(s) and address(es) of the shareholder(s); and
(c) where the request is made in hard copy form must be signed by the shareholder(s).

(vii) Shareholder requisition rights

Shareholders satisfying the threshold requirements in sections 338 and 338A of the Act can require the Company to give to 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 included in the business unless:

(a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company's constitution or otherwise);
(b) it is defamatory of any person; or
(c) it is frivolous or vexatious. A request made pursuant to this 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 request.

(viii) Questions

Members have the right to ask questions at the meeting in accordance with section 319A of the Act. The Company must cause to be answered at the meeting any such question unless:

(a) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Questions can be sent by email to secretariat@keller.com in advance of the AGM.

(ix) Issued share capital

As at 28 February 2025, 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 123,153 Ordinary Shares in treasury, in respect of which it cannot exercise any votes, the total voting rights in the Company as at 28 February 2025 are 72,976,582.

(x) Information available on the Company's website

The following information is, or will be, available on the Company's website (keller.com), as required by section 311A of the Act:

(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, qualifying third-party indemnity provisions of which the Directors have the benefit and the Company's Articles of Association will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays and public holidays excluded) from the date of this notice until the date of the AGM and will be available for inspection at the place of the AGM 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 should do so using the following means:

(a) calling our shareholder helpline on +44 (0)371 384 2264. Lines are open from 8.30am to 5.30pm (UK time). Monday to Friday excluding public holidays in England and Wales. Please use the country code when calling from outside the UK; or
(b) writing to the Company's Registrar at Equiniti, 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 Company or Equiniti which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the shareholder of the rejected communication.

(xiii) UK General Data Protection Regulation

Under the UK General Data Protection Regulation, shareholders, as data subjects, have extensive data protection rights. For further information, please see our Privacy Policy at keller.com.

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Keller Group plc Notice of Annual General Meeting 2025
Keller Group plc Notice of Annual General Meeting 2025

How to get to Keller's AGM

Wednesday 14 May 2025 at 10:00am at:

4 Kingdom Street
Paddington Central
London
W2 6BD

• Exit Paddington Station via the Canalside exit.
• If arriving via the Bakerloo/Circle/District lines or National Rail, follow the signs towards the Hammersmith & City line until you see the exit marked Grand Union Canal/Kingdom Street.
• Turn left outside of the station and follow the towpath, continuing under Bishop's Bridge.
• Walk around the top of Sheldon Square Amphitheatre until you reach Kingdom Street.

Appendix 1: Biographies of Directors

Resolution 6

Carl-Peter Forster (1)

Skills and experience:

Carl-Peter has experience across a range of international industrial companies, in a broad range of executive and non-executive roles. Until 30 November 2024 he was Chairman of Chemring Group PLC. He was previously a Non-executive Director of IPE plc, Rexam PLC, Rolls-Royce plc and Cosworth Ltd, and served as Chairman of The London Electric Vehicle Company Ltd, and as a member of the Boards of Volvo Cars Corporation and Geely Automobile Holdings.

He has degrees in Economics and Aeronautical Engineering awarded separately by the Universities of Bonn and Munich.

External appointments:

Carl-Peter is Chairman of Vesuvius plc and StoreDot, Senior Independent Director and Remuneration Committee Chair at Babcock International Group plc; member of the Knewon GmbH Advisory Board, and member of the Boards of The Mobility House AG, Gordon Murray Group Limited and Envisics Ltd.

Resolution 7

Stephen King (2)

Skills and experience:

Stephen has a wealth of senior level experience within the industrial, engineering and manufacturing sectors, including a number of executive and non-executive roles. Stephen retired as Group Finance Director of Caledonia Investments plc in 2018. He was previously a Non-executive Director and Chairman of the Audit Committee at Signature Aviation plc and The Weir Group plc, and Senior Independent Director and Chair of the Audit Committee of TT Electronics plc.

Stephen was Finance Director at De La Rue plc from 2003 to 2009, and prior to that at Midlands Electricity plc. A Chartered Accountant, Stephen has also held senior financial positions at Lucas Industries plc and Seeboard plc, and was a Non-executive Director of Camelot plc.

External appointments:

Stephen is an independent Non-executive Director and Chairman of the Audit Committee at Chemring Group PLC, where he was appointed in 2019.

Resolution 8

Paula Bell (3)

Skills and experience:

Paula has extensive FTSE 100 and 250 board experience as both an Executive and Non-executive Director. Paula has held executive board roles in large, complex global organisations leading on strategy, operations, M&A and driving growth and improved earnings, from 2013 to 2016 she was Chief Financial Officer of support services group John Menzies plc and between 2006 and 2013 was the Chief Financial Officer of Ricardo plc. Prior to that Paula held senior management positions at BAA plc, AWG plc and Rolls-Royce plc. Paula was a Non-executive Director and Chairman of the Audit Committee of Laird PLC from 2012 until its acquisition and delisting in July 2018, including a period as Senior Independent Director.

Paula is a Fellow of the Chartered Institute of Management Accountants and a Chartered Global Management Accountant.

External appointments:

Paula is the Chief Financial and Operations Officer of Spirent Communications plc and a Non-executive Director and Chair of the Audit and Risk Committee of Persimmon plc.*

Resolution 9

David Burke (4)

Skills and experience:

David is a highly experienced finance executive who has worked in a variety of industries and geographies over the last 30 years. Most recently he was Chief Financial Officer of J. Murphy & Sons Limited, a leading international specialist engineering and construction company. He has held senior finance roles at Serco Group plc and at Barclays plc.

David trained as an accountant with KPMG in London and is a Fellow of the Institute of Chartered Accountants in England and Wales.

• Spirent announced in March 2024 that its Board has recommended an offer to its shareholders from Asyaght Technologies Inc. and Spirent's shareholders have since voted to approve the takeover. Spirent and Asyaght are currently seeking to obtain all necessary regulatory clearance to allow the deal to complete, which is currently expected to close by the end of April 2025. On completion of that transaction Paula intends to retire and focus on her non-executive career.

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Keller Group plc Notice of Annual General Meeting 2025

Appendix 1: Biographies of Directors continued

Resolution 10

Juan G. Hernández Abrams (5)

Skills and experience:

Juan has served in multiple senior roles with Fluor Corporation, including General Manager and Vice President of the Mining and Metals business in South America as well as President of the Industrial Services business including the Operations and Maintenance group. His responsibilities included the strategic direction, operations and financial performance across a wide range of industries and sites throughout Europe, the US, Asia, Australia and the Middle East. He was President of Fluor Corporation's Advanced Technologies & Life Sciences business until March 2023.

Juan was born and raised in Puerto Rico and holds a Bachelor's degree in Environmental Sciences from the University of Maine. He is a graduate of Thunderbird University International Management Program, the INSEAD International Competitive Strategy Program, and the London Business School's International Business Program.

Resolution 11

Annette Kelleher (6)

Skills and experience:

Annette has broad senior management experience in the international industrials sector, including change management, group development and transformation. She joined Johnson Matthey in May 2013 from NSG Group, the Tokyo-listed global performance glass group which acquired Pilkington Group plc in 2006. During Annette's tenure firstly with Pilkington and then NSG, she held a series of increasingly senior and global human resources roles, spending considerable time in Asia.

From 2014 until 2023, Annette was a Non-executive Director at Hill & Smith plc, where she chaired the Remuneration Committee from May 2016 to May 2023. From 2006 to 2009 Annette was an independent Director of Tribunal Services, part of the UK's Ministry of Justice. Annette qualified with a BA in Business Studies and an MSc in HR Management and Training.

External appointments:

Annette is Chief Human Resources Director and a member of the Group Management Committee of Johnson Matthey plc, and independent Non-executive Director of the Remuneration Consultants Group.

Resolution 12

Baroness Kate Rock (7)

Skills and experience:

Kate was a Non-executive Director and Chairman of the Remuneration Committee of Imagination Technologies plc, the former global FTSE 250 high technology company, until November 2017. She was, until January 2023, a Board member of the world's first Centre for Data Ethics and Innovation, and a Non-executive Director of Unbound Group plc until July 2023. She sat on the House of Lords Science and Technology Select Committee until the end of January 2023 and from 2017 to 2018 was a member of the House of Lords Select Committee on Artificial Intelligence. Kate was a partner at College Hill for 12 years from 1996 and was Vice-Chairman of the Conservative Party with responsibility for business engagement until July 2016. Kate holds a BA in Publishing and History.

External appointments:

Kate is the Non-executive Chair of Costain Group Plc. She is also a Director and Trustee of The Royal Countryside Fund and a Senior Adviser at Newton Europe. She was appointed a Life Peer in 2015, and from 2025, chairs the House of Lords Autism Act (2009) Select Committee.

Resolution 13

Michael Speakman (8)

Skills and experience:

Michael joined Keller from Cape plc, a leading international provider of industrial services, where he was Chief Financial Officer. He has over 41 years of experience across a range of industries, holding senior operational, divisional and corporate roles within TI Group plc and Smiths Group plc between 1982 and 2004, before his appointment as Chief Financial Officer for the oilfield services company Expro International Group plc.

Michael holds a BSc in Engineering and is a Fellow of the Chartered Institute of Management Accountants.