Director/PDMR Shareholding

Keller Group plc

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

Awards made under Keller Group plc’s Long Term Incentive Plan

On 8 March 2019 Keller Group plc (the “Company") granted:

• Deferred bonus award totaling 1,436 ordinary shares in Keller Group plc (“Ordinary shares”);

• Conditional award totaling 15,828 Ordinary shares; and

• Performance share awards totaling 538,013 Ordinary shares

  as awarded by the Remuneration Committee under the terms of the Keller Long Term Incentive Plan (the “plan”), to the PDMRs listed in the tables below.

The Company has received notification from PDMRs pursuant to article 19 of regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse ("Market Abuse Regulation" or "MAR"), on 12 March 2019, who were granted deferred bonus awards, conditional awards and performance share awards in respect of the following number of Ordinary shares of 10 pence each in the Company, under the plan in accordance with the respective rules.

Deferred Bonus Award

Name	Position	No. of Ordinary Shares awarded1/3	Total Share Awards outstanding
Michael Speakman	Chief Financial Officer	1,436	1,436
Thorsten Holl	President of EMEA	0	13,269

Executive Directors are subject to a deferral of 25% of any annual bonus payment into Ordinary shares for a period of two years that is eligible for dividend equivalents over the period from the date the deferred award is granted, to the date of its vesting.  Malus and clawback apply.

Other PDMRs are subject to any bonus in excess of 100% of salary (up to a maximum of 150%) being deferred for three years and payout linked to ongoing share performance.

Conditional Share Award
 

Name	Position	No. of Ordinary Shares awarded1/3
Graeme Cook	Group Human Resources Director	15,828

Conditional share awards are subject to the participant’s continued employment from the date of grant until vesting.  Awards vest at 50% after year two and 50% after year three.  Malus and clawback apply.

Performance Share Awards

Name	Position	No. of Ordinary Shares  awarded 1/2/3	Total Share Awards outstanding
Alain Michaelis	Chief Executive	123,621	257,832
Michael Speakman	Chief Financial Officer	71,215	125,060
Venu Raju	Engineering and Operations Director	44,797	89,250
James Hind	President of North America	76,599	159,362
Thorsten Holl	President of EMEA	51,170	114,756
Peter Wyton	President of APAC	30,437	42,714
Eric Drooff	Chief Operating Officer of North America	35,727	61,031
Graeme Cook	Group Human Resources Director	29,676	70,909
Jim De Waele	Group Strategy and Business Development Director	26,925	48,557
John Raine	Group HSEQ Director	25,018	25,018
Kerry Porritt	Group Company Secretary and Legal Advisor	22,828	41,353

Weighting, %	2019 - 2021 Performance measures		Threshold – 25% vesting	Maximum - 100% vesting
50%	Cumulative Earnings per Share (EPS) over three years		300p	345p
25%	TSR ranking vs FTSE250 (excluding Investment trusts)		Median	Upper quartile
25%	Return on Capital Employed (ROCE)		14%	20%

The Performance Share Award performance conditions are measured over a three year period ending on 31 December 2021 and are expected to vest in March 2022.  Executive Directors are subject to a further two year holding period.  Malus and clawback apply.

For the purposes of article 19 of MAR, the above transactions took place in the United Kingdom, with a grant date of 8 March 2019 and the PDMRs being notified on 12 March 2019.

K A A Porritt
Group Company Secretary and Legal Advisor
13 March 2019
www.keller.com

1 The price used to calculate the maximum number of ordinary shares under the Deferred Bonus Award, Conditional Share Award and Performance Share Award was 640.67p, being the average closing price on 5, 6, and 7 March 2019 of the Company's shares on the main market of the London Stock Exchange.

2 The amounts shown above represent the maximum possible number of ordinary shares that may be granted to the above named participants under the 2019 Performance Share Award.

3 The awards above excludes notional dividends.

LEI number:            549300QO4MBL43UHSN10
Classification:         3.1 Additional regulated information required to be disclosed under the laws of a Member State