Hill & Smith : Notice of Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to what action you should take, you should immediately seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Hill & Smith PLC shares please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee.

NOTICE OF ANNUAL GENERAL MEETING 2023

Thursday 25 May 2023 at 11.00 a.m.

TO BE HELD AT

Cranmore Park Conference, Event & Exhibition Centre, Cranmore Avenue, Shirley,

West Midlands, B90 4LF

Registered Office:	Contents	Page
Westhaven House
Letter from the Interim Executive Chair	IFC
Arleston Way
Shirley	Notice of Annual General Meeting	01
Solihull	Further Information	07
West Midlands
Voting by Proxy	08
B90 4LH

(Registered in England and Wales Company Number 671474)

LETTER FROM THE INTERIM EXECUTIVE CHAIR

11 April 2023

Dear Shareholder

ANNUAL GENERAL MEETING 2023

The 62nd Annual General Meeting ('AGM') of Hill & Smith PLC ('the Company') will be held at 11.00 a.m. on Thursday 25 May 2023 at Cranmore Park Conference, Event & Exhibition Centre, Cranmore Avenue, Shirley, West Midlands, B90 4LF.

The formal Notice of Meeting ("Notice") is on pages 1 to 6 of this document and sets out and explains the resolutions to be proposed and considered at the AGM ('Resolutions'). Whether or not you intend to be present at the AGM I would ask that you complete and return the Form of Proxy. It is important that you are aware that the completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person if you wish to do so.

You will find the Form of Proxy either enclosed (if you have received a hard copy of this Notice) or at www.investorcentre.co.uk/eproxy ('the website'). The Form of Proxy can be returned, either in hard copy form to the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY in the reply-paid envelope provided, or by following the on-screen instructions on the website. To use the website you will need the Control Number, your SRN and PIN number, which you will find either on the hard copy Form of Proxy or email notification of this Notice. Whether by post or by completion online, the Form of Proxy needs to be received by the Company's Registrars as soon as possible and in any event by 11.00 a.m. on Tuesday 23 May 2023.

Following the conclusion of the AGM the results of the voting on the Resolutions put to the meeting will be posted on the Company's website (www.hsgroup.com), which also contains copies of all corporate reports, this letter and Notice as well as other information relating to the Company.

Your Directors are of the opinion that all of the Resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of each of the Resolutions, which they intend to do in respect of their own beneficial shareholdings, which at the time of printing was 50,410 ordinary shares, representing in aggregate approximately 0.06% of the Company's issued share capital as at 17 March 2023.

Yours faithfully

Alan Giddins

Interim Executive Chair

IFC

NOTICE OF ANNUAL GENERAL MEETING

HILL & SMITH PLC

(Registered in England No. 671474)

The 62nd Annual General Meeting of Hill & Smith PLC will be held at Cranmore Park Conference, Event & Exhibition Centre, Cranmore Avenue, Shirley, West Midlands, B90 4LF on Thursday 25 May 2023 at 11.00 a.m. for the purpose of considering the following Resolutions, of which Resolutions 1 to 13 and 23 will be proposed as Ordinary Resolutions and Resolutions 14 to 22 will be proposed as Special Resolutions.

ORDINARY BUSINESS

Resolution 1

To receive, consider and adopt the Company's Annual Accounts for the financial year ended 31 December 2022 and the reports of the Directors and the Auditor thereon.

The Directors will present to the Annual General Meeting the Accounts and the reports of the Directors and Auditor for the year ended 31 December 2022.

Resolution 2

To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report for the year ended 31 December 2022 which takes effect immediately after the Annual General Meeting.

The Companies Act 2006 requires the Company to seek shareholder approval of the Directors' Remuneration Policy at least every three years. Having been last approved at the 2020 AGM this policy is being put to the meeting. This is a binding policy and, after it takes effect, the Directors will not be entitled to remuneration unless such remuneration is consistent with the approved policy from time to time or shareholders otherwise approve an amendment to the policy authorising the remuneration. This Resolution seeks such approval. If approved the policy will take effect from the end of the Annual General Meeting and will be subject to shareholder approval at least every three years.

Resolution 3

To receive and approve the Directors' Remuneration Report for the financial year ended 31 December 2022.

Shareholders are entitled to vote upon the Remuneration Report which can be found (together with the Auditor's report thereon) within the Company's Annual Report and Accounts for the year ended 31 December 2022.

Resolution 4

To approve the payment on 7 July 2023 of the proposed final dividend in respect of the year ended 31 December 2022 of 22p per share.

The proposed final dividend will be payable on 7 July 2023 to shareholders on the register at the close of business on 2 June 2023. When taking the interim dividend of 13p per share into account the total dividend for the year will be 35p per share.

Resolution 5

To re-elect Alan Giddins as a Director.

By this Resolution Alan Giddins offers himself for re-election as a Director. Alan was appointed Chair of the Board in October 2019, having previously served as the senior independent director since his appointment to the Board in October 2017. Alan is also Chair of the Nomination Committee.

Alan was formerly a Managing Partner and Global Head of Private Equity at 3i Group plc, and a member of its Executive Committee. He has extensive experience sitting on the boards of international businesses. Prior to joining 3i, he spent 13 years in investment banking advising a broad range of quoted companies. He qualified as a Chartered Accountant at KPMG in 1990 and has a degree in Economics.

Alan is Chair of Watkin Jones plc and a Non-executive Director of Big Society Capital, a leading social impact led investor. In July 2022 Alan was asked by the Board to take on the role of Executive Chair while a search was undertaken for a new Chief Executive.

Resolution 6

To re-elect Tony Quinlan as a Director.

By this Resolution Tony Quinlan offers himself for re-election as a Director. Tony is a Non-executive Director of the Company, Senior Independent Director, Chair-elect of the Remuneration Committee and member of the Audit and Nomination Committees.

Tony has had a successful international career as a plc Director in major technology, industrial, energy and retail companies. He was most recently CEO of Laird plc, where he led a successful turnaround and then took it from listed to private ownership under Advent International. In addition, Tony is a Senior Independent Director and Audit Chair of Costain Group PLC, Non-executive Director of Associated British Ports and has served as Deputy Chair for the Port of London Authority, where he also Chaired the Audit Committee.

Tony qualified as a Chartered Accountant in 1991 and has a degree in Chemistry with Business Studies.

Resolution 7

To re-elect Mark Reckitt as a Director.

By this Resolution Mark Reckitt offers himself for re-election as a Director. Mark is a Non-executive Director of the Company, Chair of the Audit Committee and a member of the Remuneration and Nomination Committees.

Mark is a Chartered Accountant and was Group Strategy Director of Smiths Group plc from February 2011 to April 2014, Divisional President of Smiths Interconnect from October 2012 to April 2014 and Non-executive Director of JD Wetherspoon plc from May 2012 to May 2016. Prior to joining Smiths, Mark was interim Managing Director of Green & Black's Chocolate and before that he held a number of finance and strategy roles at Cadbury plc before being appointed its Chief Strategy Officer from 2004 to 2010. He is Senior Independent Non-executive Director and Chairman of the Audit Committee at Cranswick plc, where he is also a member of the Nomination and Remuneration Committees. Mark was also a Non-executive Director of Mitie Group PLC until July 2018.

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Resolution 8

To re-elect Pete Raby as a Director.

By this resolution Pete Raby offers himself for re-election as a Director. Pete is a Non-executive Director of the Company, and member of the Nomination, Audit and Remuneration Committees.

Pete has been the Chief Executive of Morgan Advanced Materials plc since August 2015. Prior to that, he was the President of the Communications and Connectivity sector within Cobham plc, following a nine year career with Cobham, where he held a number of senior leadership roles covering strategy, technology, business transformation, and business leadership. Prior to Cobham, Pete was a partner at McKinsey & Company in London specialising in strategy and operations in the aerospace, defence, and power and gas sectors. He has a PhD in satellite navigation and a M.Eng in Electronic and Electrical Engineering.

Resolution 9

To re-electLeigh-Ann Russell as a Director.

By this Resolution Leigh-Ann Russell offers herself for re-election as a Director. Leigh-Ann is a Non-executive Director of the Company and a member of the Nomination, Audit and Remuneration Committees.

Leigh-Ann joined bp's executive leadership team as EVP Innovation and Engineering in March 2022. In this role she leads bp's global scientists and engineers to deliver technical innovation, providing assurance through the Safety and Operational Risk and Digital Security teams and leads digital innovation through the IT&S and Digital disciplines. She was previously bp's Chief Procurement Officer, accountable for a safe, ethical, and competitive supply chain of £30bn global annual spend. Her main career has been leading large operational, safety and engineering global teams and she was formerly Vice President of Technical Functions. Leigh-Ann holds a degree in Mechanical Engineering, is a chartered engineer and Fellow of the Royal Academy of Engineering and Energy Institute.

Resolution 10

To re-elect Farrokh Batliwala as a Director.

By this Resolution Farrokh Batliwala offers himself for re-election as a Director. Farrokh is a Non-executive Director of the Company and a member of the Nomination, Audit and Remuneration Committees.

Farrokh was formerly President of the Connect and Control Technologies division of ITT Inc ("ITT"), a US listed industrials group. Farrokh has significant international operational and leadership experience, combined with having held senior roles in both Strategy and M&A. Prior to joining ITT, Farrokh held senior management roles at both Eaton Corporation and Pratt & Whitney. Farrokh lives on the East Coast of the US and has a degree in Mechanical Engineering from Vanderbilt University and an MBA from Kellogg School of Management, Northwestern University.

Resolution 11

To re-elect Hannah Nichols as a Director.

By this resolution Hannah Nichols offers herself for re-election as a Director. Hannah is the Chief Financial Officer of the Company.

Hannah joined the Group in September 2019. Prior to joining, Hannah had a 14-year career in BT Group plc, most recently as Chief Financial Officer, Asia Middle East and Africa for BT Global Services based in Singapore. Hannah also held a number of commercial roles at Cable & Wireless prior to joining BT. She qualified as a Chartered Accountant at Arthur Andersen in 1999 and has a Classics degree.

Resolution 12

To re-appoint Ernst & Young LLP as Auditor from the conclusion of this meeting until the conclusion of the next general meeting before which accounts are laid.

The Auditors of a Company must be appointed at each general meeting at which accounts are laid. This Resolution proposes, on the recommendation of the Audit Committee and Board, that Ernst & Young LLP be reappointed as Auditor.

Resolution 13

To authorise the Directors to determine the Auditor's remuneration.

In determining the remuneration of the Auditor your Directors propose to take into account appropriate Investment Association guidelines.

SPECIAL BUSINESS

Resolution 14

That, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot and grant Relevant Securities (as defined below) up to an aggregate nominal amount of £6,674,922 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 25 August 2024 or, if earlier, the date of the next Annual General Meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or granted and the Directors may allot or grant Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired.

This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and grant Relevant Securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Relevant Securities means:

1. shares in the Company other than shares allotted pursuant to:

1. an employee share scheme (as defined by section 1166 of the Companies Act 2006);
2. a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
3. a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and

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2. any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Companies Act 2006).

The Directors require the authority of the Company's shareholders both (i) to issue shares and (ii) to do so other than in proportion to individual shareholders' holdings (in each case, other than pursuant to an employees' share scheme).

The Investment Association's Share Capital Management Guidelines state that its members will permit, and treat as routine, resolutions seeking authority to allot ordinary shares representing up to two thirds of a company's issued ordinary share capital. The Guidelines provide that any routine authority to allot ordinary shares representing in excess of one third of a company's issued ordinary share capital should only be used to allot shares pursuant to a fully pre-emptive rights issue.

In accordance with these Guidelines, the Directors seek shareholders' authority to allot Relevant Securities up to a maximum nominal amount of £6,674,922 which represents approximately 33.3% of the Company's issued ordinary shares as at 17 March 2023 (the last practicable date prior to the publication of this Notice).

It is the Company's policy to seek renewal of these authorities annually - the authority granted by this Resolution replaces the authority granted by the equivalent Resolution at last year's Annual General Meeting of the Company and will expire on 25 August 2024 or, if earlier, the date of the next Annual General Meeting of the Company.

While the Directors have no present intention to exercise any authority to allot or grant Relevant Securities, they consider it appropriate to retain the flexibility to do so should appropriate business opportunities arise.

As at close of business on 17 March 2023, the Company did not hold any treasury shares (please refer to the notes to Resolution 15 for further information on treasury shares).

Resolution 14 complies with Investment Association and other relevant guidelines.

Resolution 15

That subject to the passing of Resolution 14 as set out in this Notice of Meeting, the Directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities:
2. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
3. the allotment (otherwise than pursuant to paragraph (1) above) of equity securities up to an aggregate nominal amount of £1,001,238.

The power granted by this Resolution will expire on 25 August 2024 or, if earlier, the conclusion of the Company's next Annual General Meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry, make offers

or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

This Resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the Companies Act 2006 did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

If the Directors wish to allot equity securities or sell treasury shares for cash (other than pursuant to an employees' share scheme) they must, in the first instance, offer them to existing shareholders of the Company in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of new shares without a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless shareholders have first waived their pre-emption rights.

This Resolution seeks the renewal of the Directors' power to allot equity securities or sell any treasury shares held for cash without first offering them to existing shareholders in the following circumstances only:

1. in connection with a rights issue or other proportionate general offer to shareholders; and/or
2. otherwise up to an aggregate nominal value of £1,001,238, which is 5% of the Company's issued share capital as at 17 March 2023 (the last practicable date prior to the publication of this Notice).

It is the Company's policy to seek renewal of this power annually - the power conferred by this Resolution replaces the power conferred by the equivalent Resolution at last year's Annual General Meeting of the Company and will expire on 25 August 2024 or, if earlier, at the conclusion of the Annual General Meeting to be held in 2024.

Your Directors have no present intention to exercise this authority and, if they do exercise it, will ensure that, in accordance with the Investment Association's Share Capital Management Guidelines, no more than 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) will be issued on a non-pre-emptive basis in any rolling three-year period other than in relation to a rights issue or pursuant to Resolution 16.

Resolution 15 complies with Investment Association and other relevant guidelines.

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