Launch of multi-year share buyback programme

On 4 March 2025 Keller Group plc ('Keller' or the 'Group') announced its intention to undertake regular share buybacks as part of its overall capital allocation framework. With effect from today, the Group is commencing a multi-year share buyback programme to return an initial tranche of £25 million (excluding any associated costs and stamp duty) of capital to shareholders ('share buyback programme').

Keller has entered into non-discretionary agreements with each of Investec Bank plc ('Investec') and Peel Hunt LLP ('Peel Hunt') (together the 'Brokers') to execute the share buyback programme through on-market purchases of the Group's Ordinary Shares of 10 pence each (the 'Shares'). Investec will execute the first £12.5 million of the share buyback programme and Peel Hunt will execute the second £12.5 million of the share buyback programme. Trading decisions under the share buyback programme will be made by the Brokers independently of the Group on an irrevocable and non-discretionary basis, subject to certain parameters agreed prior to the commencement of the share buyback programme. During any closed periods the Group and its directors have no power to invoke any changes to the programme and it will be executed at the sole discretion of the Brokers.

The purpose of the share buyback programme is to reduce the share capital of the Group. Shares purchased pursuant to the buyback programme will be held in Treasury and may be used to satisfy future obligations under the Group's employee share plans.

Over the last six years the Group has been increasingly cash generative, resulting in a significant de-levering of the balance sheet. At the end of 2024, net debt had reduced to £29.5m, a 80% decrease versus prior year, driven by strong profitability and cash generation. The resulting net debt/EBITDA leverage ratio of 0.1x (2023: 0.6x), is below the lower end of the Group's leverage target range of 0.5x - 1.5x enabling the Group to accelerate returns to shareholders. The share buyback programme puts surplus cash to use and complements the total dividend for 2024 of 49.7p (2023: 45.2p), which was increased by 10%, reflecting the Board's continued confidence in the Group's future prospects.

The Board considers the share buyback programme to be in the best interests of the Group and its shareholders, providing a further means of returning surplus capital to shareholders, whilst maintaining the financial flexibility to invest in the Group's strategy.

Any purchase of shares under the share buyback programme will be executed in accordance with the Group's general authority1 to repurchase shares granted at its 2024 Annual General Meeting to purchase up to 7,277,660 Shares and any subsequent authority, Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018), and Chapter 9 of the Financial Conduct Authority's UK Listing Rules. The maximum price paid per share (exclusive of expenses) will be no more than the higher of: (i) 5% above the average of the middle market quotations taken from the London Stock Exchange Daily Official List for the five business days preceding any Ordinary Shares being purchased; and (ii) the higher of the price of the last independent trade and the highest independent bid for Ordinary Shares on the trading venue where the purchase is carried out. The Group may repurchase up to 25% of the average daily volume of the previous twenty business days per day. The minimum price shall be no less than (exclusive of expenses) a price of 10 pence per Share, being the nominal value of a Share.

The share buyback programme will commence today, 31 March 2025, and it is anticipated will end no later than 30 September 2025, subject to shareholders approving the customary share buyback resolution at the 2025 AGM.

Repurchases of shares under the share buyback programme will be announced no later than 7.30 am on the business day following the calendar day on which the repurchase occurred. There is no guarantee that the share buyback programme will be implemented in full or that any Ordinary Shares will be repurchased by Keller.

Commenting on the share buyback programme, Michael Speakman, Chief Executive Officer, said:

"Our strong performance in 2024 and outlook, alongside our strong balance sheet, have enabled us to increase returns to shareholders by supplementing our increased dividend for 2024 with the launch of a multi-year share buyback programme, with an initial tranche of £25m during 2025. Alongside our investments to enhance both organic growth and M&A, the share buyback is further evidence of the attractive capital allocation options at the Group's disposal."

1 The existing authority to buy back shares granted at the Company's 2024 Annual General Meeting will expire at the earlier of 30 June 2025 or the Company's 2025 Annual General Meeting, where the Company expects to seek renewal of that authority.