s430(2B) Companies Act 2006

SECTION 430(2B) COMPANIES ACT 2006 STATEMENT

31 December 2015

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006. 

The Remuneration Committee of the Board of Keller Group PLC (the "Company") approved the arrangements below which are in accordance with the Directors' Remuneration Report approved by the Company's shareholders at its 2014 Annual General Meeting.  

Justin Atkinson ceased to be employed by the Company with effect from 31 December 2015. 

Payments and benefits

Mr Atkinson served 12 months' notice under his contract of employment from 31 December 2014 to 31 December 2015.  During his notice period he continued to receive his contractual salary, benefits in kind, salary contributions in lieu of pension and car allowance.  

Mr Atkinson also received from the Company:

• A contribution of £20,656 plus VAT towards professional adviser's costs; and

• A contribution of £40,000 plus VAT in respect of outplacement service fees, to be used in building a non-executive director portfolio.

Incentives

The Company's 2014 Annual Remuneration Report disclosed the following in respect of Mr Atkinson:

• His annual base salary for 2015 was £477,400, an increase of 2% from 2014;

• Any payment under the 2015 annual bonus scheme will be pro-rated up to 30 June 2015, the date Mr Atkinson went on garden leave;

• No Performance Share Plan ("PSP") award will be received for 2015;

• He will be treated as a "Good Leaver" under the PSP and his 2013 and 2014 awards under the PSP will vest based on the extent to which performance conditions have been achieved over the full performance period and the proportion of the performance period worked; and

• He was awarded an annual bonus of £156,000 for 2014.

The Company's 2013 Annual Remuneration Report disclosed that £118,164 of Mr Atkinson's 2013 bonus shall be deferred for three years commencing on 31 December 2013, and shall be satisfied in cash and adjusted in line with share price movements.  This payment shall be calculated and paid in accordance with the applicable annual bonus scheme rules in or around March 2017. 

No further payments will be made to Mr Atkinson in connection with his loss of office.  Details of the above payments will, where applicable, be disclosed in the Directors' Remuneration Report for the year ending 31 December 2015.

Kerry Porritt, Company Secretary

31 December 2015