Keller Group PLC

Transaction in Own Shares • Mar 20, 2025

National Storage Mechanism | Additional information

Keller Group Plc - Director/PDMR Shareholding

PR Newswire

LONDON, United Kingdom, March 20

20 March 2025

Keller Group plc

Director/PDMR Shareholding

Keller Group plc (the "Company") announces that on 19 March 2025 it was notified of the following transactions in the Company's Ordinary shares of 10 pence each (“Shares”) undertaken by Executive Directors and other Persons Discharging Managerial Responsibilities ("PDMRs"):

*Long Term Incentive Plan (“LTIP”) vesting*

As a result of the vesting of Shares under the Company’s LTIP, on 17 March 2025 the following Executive Directors and PDMRs acquired Shares for nil consideration:

LTIP Deferred Bonus Awards granted on 15 March 2023 – in respect of the year ended 31 December 2022

Director / PDMR	Number of Shares awarded	Number of Shares released*	Number of Shares sold to cover tax liability	Net number of Shares acquired
David Burke	817	892	420	472
Michael Speakman	1,245	1,359	639	720

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

LTIP Performance Share Awards granted on 15 March 2022 – for the period 2022/24

Director / PDMR	Number of Shares awarded	Number of Shares released*	Number of Shares sold to cover tax liability	Net number of Shares acquired
David Burke	61,820	70,963	33,353	37,610
Kerry Porritt	22,760	26,126	12,280	13,846
Michael Speakman	112,990	129,700	60,959	68,741
Peter Wyton	29,747	34,146	-	34,146

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

The 2022 LTIP Performance Share Awards were measured over a three-year performance period which began on 1 January 2022 and ended on 31 December 2024, and were subject to four performance conditions (listed below). The performance conditions were partially met and the awards vested as follows:

Measures	Vesting schedule and outcome 3
% of award that will vest			Outcome	Vesting %
0%	25%	100%
25% weight Cumulative EPS over three years 1	Below 330p	330p	400p	454.5p	25
25% weight Keller’s TSR performance vs FTSE 250 index 2 over three years	Below median	Median	Upper quartile	Upper quartile	25
25% weight Average ROCE over three years 1,3	Below 12%	12%	18%	22.0%	25
25% weight Operating profit margin	Below 5.5%	5.5%	6.5%	7.1%	25
Total vesting					100

1   EPS and ROCE are before non-underlying items on an IFRS 16 basis.

2   Excluding investment trusts and financial services.

3   Average of the three-year ROCE for 2022–24.

LTIP Conditional Share Awards granted on 15 March 2022

PDMR	Number of Shares awarded	Number of Shares released*	Number of Shares sold to cover tax liability	Net number of Shares acquired
Deepak Raj	5,797	6,654	-	6,654

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

The Shares to satisfy the LTIP vesting were sold at 1,408 pence each to cover tax liabilities (which includes employee social security charges) and the transaction took place as an off-market transaction using Shares in the EBT. The sale price was agreed with the trustees of the EBT as representative of the Shares’ prevailing market value (being based on the prevailing mid-market closing price of a Share as shown on the London Stock Exchange at the time of the transfer).

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

*LTIP grant*

On 17 March 2025 the Company granted the following awards under the LTIP:

• Deferred Bonus Awards totalling 23,391 Shares; and
• Performance Share Awards totalling 230,883 Shares.

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

LTIP Deferred Bonus Awards – in respect of the year ended 31 December 2024

Executive Directors are subject to a deferral of 25% of any annual bonus payment into Shares for a period of two years. Other PDMRs are subject to a deferral into Shares of any annual bonus payment in excess of 100% of salary, also for a period of two years. The Deferred Bonus Awards retain eligibility for dividend equivalents from the date of grant until the vesting date. Malus and clawback apply.

Director / PDMR	No. of Ordinary Shares awarded 1/3	Total Deferred Bonus Awards outstanding 3
David Burke	9,092	21,004
Michael Speakman	13,847	31,991
Deepak Raj	452	452

LTIP Performance Share Awards – for the period 2025/27

Director / PDMR	No. of Ordinary Shares   awarded 1/2/3	Total Performance Share Awards outstanding 3
David Burke	47,896	172,194
Paul Leonard	32,614	65,556
Kerry Porritt	14,688	60,449
Deepak Raj	22,592	45,070
Michael Speakman	85,135	312,319
Peter Wyton	27,958	120,429

The price used to calculate the maximum number of Ordinary Shares under the Deferred Share Awards and Performance Share Awards was 1,381p, being the average closing price on 12, 13 and 14 March 2025 of the Company's shares on the main market of the London Stock Exchange.

2 The amounts shown above represent the maximum possible number of Shares that may be granted to the above named participants under the 2025 Performance Share Awards.

3 The awards above exclude notional dividends.

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

Measures	Vesting schedule
% of award that will vest
0%	25%	100%
25% weight Cumulative EPS over three years 1	Below 600p	600p	725p
25% weight Keller’s relative TSR performance vs FTSE 250 2 Index over three years	Below median	Median	Upper quartile
25% weight Average ROCE over three years 1	Below 23%	23%	30%
25% weight Operating profit margin (“OPM”) in year three	Below 6.0%	6.0%	8.0%

1   EPS and ROCE are before non-underlying items on an IFRS 16 basis.

2   Excluding investment trusts and financial services.

The Performance Share Awards performance conditions are measured over a three year period ending on 31 December 2027, except for the OPM which is measured in year three. The Performance Share Awards performance conditions are expected to vest in March 2028. Executive Directors are subject to a further two-year holding period and a post-employment shareholding requirement. Malus and clawback apply.

Enquiries:

Keller Group plc

Silvana Glibota-Vigo, Group Head of Secretariat

Tel: 020 7616 7575

LEI number:     549300QO4MBL43UHSN10

Classification:   2.2 Inside information

Notes to editors:

Keller is the world's largest geotechnical specialist contractor providing a wide portfolio of advanced foundation and ground improvement techniques used across the entire construction sector. With around 10,000 staff and operations across five continents, Keller tackles an unrivalled 5,500 projects every year, generating annual revenue of c.£3bn.

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	David Burke
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
Chief Financial Officer		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	*Acquisition*	Disposal	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
Nil		892
Nil		70,963
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
Nil		71,855
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	*Disposal*	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
£14.08		420
		£14.08		33,353
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
£14.08		33,773
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Kerry Porritt
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
Chief Sustainability Officer and Company Secretary		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	*Acquisition*	Disposal	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
Nil		26,126
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
Not applicable - single transaction		Not applicable - single transaction
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	*Disposal*	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X		X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
£14.08		12,280
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
Not applicable - single transaction		Not applicable - single transaction
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Deepak Raj
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
President, APAC		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	*Acquisition*	Disposal	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
Nil		6,654
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
Not applicable - single transaction		Not applicable - single transaction
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Michael Speakman
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
Chief Executive Officer		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	*Acquisition*	Disposal	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
Nil		1,359
		Nil		129,700
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
Nil		131,059
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	Acquisition	*Disposal*	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
£14.08		639
		£14.08		60,959
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
£14.08		61,598
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

1	Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a)	Name	Peter Wyton
2	Reason for the notification
a)	Position / status	PDMR (Provide job title)		PCA (Provide name of job title of relevant PDMR)
President, EME		N/A
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer
a)	Name	Keller Group plc
b)	LEI and classification	549300QO4MBL43UHSN10 2.2 Inside information
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 10p each GB0004866223
b)	Indicate nature of the transaction	*Acquisition*	Disposal	Subscription	Other
	ii) Is the transaction linked to an exercise of a share award?	Yes		No
X
	iii) Was the transaction conducted pursuant to an investment programme or a trading plan?	Yes	No	If yes, provide date at which investment programme or trading plan was entered into:
	X
c)	Price(s) and volume(s)	Price(s) (Please state currency)		Volume(s)
Nil		34,146
d)	Aggregated information	Aggregated price(s) (Please state currency)		Aggregated volume(s)
Not applicable - single transaction		Not applicable - single transaction
e)	Date of the transaction	Date: 17.03.2025 Time zone: GMT
f)	Place of the transaction	Outside trading venue

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