Hill & Smith : 2023 Notice of Annual General Meeting - Appendix (SAYE Rules)

RULES OF THE

HILL & SMITH 2023 SHARESAVE SCHEME

Approved by the shareholders of Hill & Smith plc on [ ] May 2023

Adopted by the board of directors of Hill & Smith plc on [ ] May 2023

Expiry date: [ ] May 2033

Registered with HMRC on [insert date] under number [insert scheme reference number]

THE HILL & SMITH 2023 SHARESAVE SCHEME

1 DEFINITIONS AND INTERPRETATION

1.1 In this Scheme, unless otherwise stated, the words and expressions below have the following meanings.

"Appropriate Period"	the relevant period referred to in paragraph 38(3) of
	Schedule 3;
"Associated Company"	the meaning given by paragraph 47 of Schedule 3 except
	for the purpose of rules 6.6.5 and 6.10 when that expression
	shall have the meaning described in paragraph 35(4) of
	Schedule 3;
"Board"	the board of the Company or a duly authorised committee
	of the board;
"Bonus"	any sum payable to a Participant by way of a terminal bonus
	on completion of a Sharesave Contract;
"Bonus Date"	in respect of any Option, the earliest date on which any
	Bonus becomes payable (or would have been payable if the
	applicable bonus rate had been above 0%) under the
	related Sharesave Contract;
"Company"	Hill & Smith plc registered in England and Wales under
	number 00671474;
"Constituent Company"	a) the Company; and
	b) any other company which:
	i) is a Subsidiary of the Company;
	ii) is under the Control of the Company; and
	iii) the Board has determined shall be a Constituent
	Company;
"Control"	the meaning given by section 995 of the Income Tax Act
	2007 except for the purposes of rule 6.6.5 where that
	expression shall have the meaning described in sections
	450 and 451 of the Corporation Tax Act 2010;
"Date of Invitation"	the date on which the Board invites applications for Options;
"Dealing Day"	any day on which the London Stock Exchange is open for
	business;
"Dealing Restrictions"	restrictions imposed by the Company's share dealing code,
	the Listing Rules or any applicable laws or regulations
	which impose restrictions on share dealing;
"Eligible Employee"	a) any person who is an employee (but not a director) or
	a Full-Time Director of a Constituent Company and:

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	i.	who has such qualifying period (if any) of
		continuous service (being a period not exceeding
		five years prior to the Grant Date) as the Board may
		in its absolute discretion determine from time to
		time; and whose earnings from the office or
		employment by reason of which he satisfies the
		requirement in paragraph (a) are (or would be if
		there were any) general earnings to which section
		15 of ITEPA applies for a tax year in which he is
		ordinarily resident in the United Kingdom; and
	b)	any other director or employee of any Constituent
		Company whom the Board may in its absolute
		discretion select from time to time;
"FCA"	the Financial Conduct Authority (or other relevant authority)
	in exercise of its primary market functions;
"Full Time Director''	an employee who is a director of any Constituent Company
	and is required under his contract of employment to work
	for more than 25 hours per week (excluding meal breaks);
"GDPR"	the retained EU law version of the EU General Data
	Protection Regulation 2016/679;
"Grant Date"	the date on which an Option is granted;
"HMRC"	HM Revenue & Customs, or any successor tax authority;
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003;
	on any day:
"Market Value"
	a) if the Shares are quoted in the London Stock Exchange
		Daily Official List, the middle market quotation of a
		Share (being the lower of the two prices shown in that
		list as the closing price of the Share on that day plus
		one half of the difference between those two figures)
		on the immediately preceding Dealing Day, or if the
		Board determines, the average of the closing middle
		market quotations as so derived of a Share for the three
		immediately preceding Dealing Days; and
	b) where the Shares are not quoted on the Daily Official
		List of the London Stock Exchange or dealings in the
		Shares have been suspended, the market value of a
		Share as determined in accordance with Part VIII of the
		Taxation of Chargeable Gains Act 1992 and agreed
		with HMRC Shares and Assets Valuation on or before
		that day for the purposes of the Scheme
	provided that, where the Shares are subject to a Restriction,
	their Market Value shall be determined as if they were not
	subject to such Restriction;
"Maximum Contribution"	the maximum aggregate Monthly Contribution which a
	Participant may make under all Sharesave Contracts linked

to options granted to him under the Scheme or any other savings-related share option scheme that meets the requirements of Schedule 3, being the lesser of:

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	a)	£500 per month or such other maximum amount as
		may be permitted by paragraph 25(3)(a) of Schedule 3
		from time to time; and
	b)	such other maximum Monthly Contribution as may be
		determined from time to time by the Board;
"Minimum Contribution"	£5 or such greater amount as the Board may determine
	from time to time but not exceeding the minimum monthly
	contribution permitted by paragraph 25(3)(b) of Schedule 3;
"Monthly Contributions"	monthly contributions agreed to be paid by a Participant
	under the Sharesave Contract;
"Option"	a right to acquire Shares under the Scheme;
"Option Price"	subject to any adjustment pursuant to rule 11, the price per
	Share, as determined by the Board, at which an Eligible
	Employee may acquire Shares upon the exercise of an
	Option being not manifestly less than 80 per cent (or such
	other percentage as may be permitted by paragraph 28(1)
	of Schedule 3 from time to time) of the Market Value of a
	Share on the Date of Invitation or a date specified in the
	invitation to apply for an Option (such date being no earlier
	than the date preceding the Date of Invitation and no later
	than the Grant Date) provided that, if the Shares may only
	be subscribed for, such price shall not be less than the
	nominal value of a Share;
"Participant"	any person who holds an Option, or following his death, his
	personal representatives;
"Pricing Period"	the period of 42 days commencing on:
	a) the day on which the Plan is approved by shareholders
		of the Company in general meeting
	b)	the Dealing Day immediately following the day on which
		the Company makes an announcement of its results for
		any period;
	c)	the day on which changes are announced, effected or
		made to the legislation or regulations affecting share
		option schemes which are subject to the provisions of
		Schedule 3;
	d)	any day on which a new Sharesave Contract
		prospectus is announced or takes effect; or
	e)	any day on which the Board resolves that exceptional
		circumstances exist which justify the issue of
		invitations,

unless the Company is restricted from issuing invitations under the Scheme during the periods specified above as a result of any Dealing Restrictions, in which case the relevant period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;

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