Keller Regulatory News (KLR)

KELLER GROUP PLC - s430(2B) Companies Act 2006

PR Newswire

London, December 23

3 January 2017

SECTION 430(2B) COMPANIES ACT 2006 STATEMENT

Wolfgang Sondermann

Further to the announcement made on 14 December 2016, the Company announces that Wolfgang Sondermann has stepped down as a Director of the Company with effect from 31 December 2016.

In accordance with Section 430(2B) of the Companies Act 2006, the following arrangements will apply in respect of Wolfgang’s remuneration which are in accordance with the Remuneration Policy approved by the Company's shareholders at its 2014 Annual General Meeting.

Wolfgang will remain an employee of Keller Holding GmbH until 30 April 2017 when he will retire.

Until 30 April 2017, he will continue to receive his contractual salary, benefits in kind and pension contributions. Wolfgang will use all of his outstanding leave before his employment contract terminates.

Following his retirement from Keller Holding GmbH, Wolfgang will serve in an advisory capacity for two days per month representing Keller Holding GmbH as Chairman of the Board of the German Geotechnical Society. He will be paid €1,000 per day of service by Keller Holding GmbH.

Wolfgang will be treated as a "Good Leaver" under the Group’s Performance Share Plan (“PSP”). His 2014 and 20161 awards under the PSP will vest based to the extent the applicable performance conditions have been achieved over the full performance period and the proportion of the performance period worked.

Any bonus payable for the 2016 performance year will be determined by the Remuneration Committee following Company’s results announcement in February 2017.

Other than the amounts disclosed above, Wolfgang will not be eligible for any pay in lieu of notice or severance as a result of his retirement.

Details of the above payments will be disclosed in the Directors' Remuneration Report for the year ending 31 December 2016.

Venu Raju

Also, further to the Company’s announcement on 14 December 2016 regarding the appointment of Venu Raju as Executive Director (Engineering & Operations) with effect from 1 January 2017, Venu’s remuneration is set out below. Venu will continue to be based in Singapore during 2017 employed by his current employer, Keller Foundations (SE Asia) PTE Ltd, and is expected to relocate to Europe during 2018 at which point he will be employed by Keller Group plc.

Base pay

Salary: £280,000 per annum.

Pension: 18% of salary per annum. While based in Singapore, Venu will remain in the Central Provident Fund (CPF), which is the statutory authority that administers Singapore's public pension system.

Benefits: Venu will receive a car allowance of £12,000 per annum, private health care, life assurance and long-term disability insurance.

Performance related pay

Annual Bonus: up to 150% of salary (max)

Long term incentive plan: normal maximum annual awards of 75% of base salary

The remuneration package meets the criteria set out in the Company’s approved 2014 Remuneration Policy.

For further information, please contact:

Kerry Porritt

Company Secretary

Tel: 020 7616 7575

Notes to Editors:

Keller is the world’s largest geotechnical contractor, providing technically advanced geotechnical solutions to the construction industry. With annual revenue of around £1.8bn, Keller has approximately 10,000 staff world-wide.

Keller is the clear market leader in the US, Canada, Australia and South Africa; it has prime positions in most established European markets and a strong profile in many developing markets.

1 As announced in the 2015 Directors Remuneration Report, the Committee approved an award of shares to Wolfgang under the PSP in 2016 in lieu of an award in 2015. An award was not made in 2015 due to his then announced retirement. Wolfgang’s retirement date was subsequently postponed to April 2017 at the request of the Board and the Committee made an award in 2016 on the basis of an award received in 2015: the 2016 award was based on a lower number of shares with a performance period of 1 January 2015 to 31 December 2017 (the same as for other participants in the 2015-17 cycle). The award will vest three years from grant, i.e. not before 2019, and will be pro-rated over the period from the date of grant to the date of Wolfgang’s retirement.