J Smart Contractors : Annual Report and Statement of Accounts to 31st July 2022

J. SMART & CO. (CONTRACTORS) PLC

ANNUAL REPORT

AND

STATEMENT OF ACCOUNTS

TO

31s t JULY 2022

J. Smart & Co. (Contractors) PLC

DIRECTORS

David W Smart, Chairman and Joint Managing Director

John R Smart, Joint Managing Director

Alasdair H Ross

Patricia Sweeney

COMPANY SECRETARY

Patricia Sweeney

REGISTERED OFFICE

28 Cramond Road South,

Edinburgh,

EH4 6AB

SUBSIDIARY COMPANIES

McGowan and Company (Contractors) Limited

Cramond Real Estate Company Limited

Thomas Menzies (Builders) Limited

Concrete Products (Kirkcaldy) Limited

C. & W. Assets Limited

Smart Serviced Offices Limited

Northrigg Limited

REGISTRARS AND TRANSFER OFFICE

Equiniti Limited,

Aspect House,

Spencer Road,

Lancing,

BN99 6DA

BANKERS

Bank of Scotland,

75 George Street,

Edinburgh,

EH2 3EW

AUDITOR

BDO LLP,

Chartered Accountants,

City Point,

65 Haymarket Terrace,

Edinburgh,

EH12 5HD

SOLICITORS

Anderson Strathern LLP,

1 Rutland Court,

Edinburgh,

EH3 8EY

1

J. Smart & Co. (Contractors) PLC

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at the Registered Office, 28 Cramond Road South, Edinburgh on 19th January 2023 at 12 noon, for the following purposes:

1. To receive and consider the Statement of Accounts for the year ended 31st July 2022 and the Report of the Directors and the Independent Auditor's Report.
2. To approve the Directors' Remuneration Report for the financial year ended 31st July 2022 as set out on pages 29 to 34 in the Annual Report.
3. To declare a Final Dividend of 2.27p per share.
4. To re-elect John R Smart as a Director, who retires in accordance with provision 18 of the UK Corporate Governance
   Code.
5. To re-elect Alasdair H Ross as a Director, who retires in accordance with provision 18 of the UK Corporate Governance
   Code.
6. To re-elect Patricia Sweeney as a Director, who retires in accordance with provision 18 of the UK Corporate Governance
   Code.
7. To re-appoint BDO LLP as the Company's auditor.
8. To authorise the Directors to determine the remuneration of the Auditor.
9. To authorise the Company, via a special resolution, for the purposes of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 2p each (ordinary shares) provided that:
10. 1. the Company does not purchase under this authority more than 10% of the nominal value of the Company's issued share capital at the date of this notice;
    2. the minimum price which the Company may pay for each ordinary share is 2p (exclusive of expenses); and
    3. the maximum price which the Company may pay for each ordinary share is the higher of:
    4. 1. 105% (exclusive of expenses) of the average market value of the Company's equity shares for the five business days prior to the day the purchase is made according to the Daily Official List of the London Stock Exchange; and
       2. the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

This authority will expire at the earlier of 15 months from the date of passing of this resolution and the conclusion of the next Annual General Meeting, except that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after this authority ends, the Company may purchase these ordinary shares pursuant to any contract as if the authority had not ended. Under this authority any shares purchased by the Company will be cancelled.

1. To adopt, via a special resolution, the new Articles of Association of the Company.
2. To transact any other business of an Annual General Meeting.

Explanatory notes providing information in relation to each of the proposed resolutions in this Notice of Meeting can be found on the Company's website www.jsmart.co.uk.

A member entitled to attend and vote at this Meeting	is entitled to appoint one	or more	proxies	to attend
and vote on a poll instead of him/her. A proxy need	not be a member. Forms	of proxy,	if used,	must be

lodged with the Registrars of the Company at least 48 hours before the time fixed for the Meeting. Forms of proxy may also be lodged electronically by submitting a duly completed scanned copy of the proxy card to [e-mail]. You may not use the electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than that expressly stated.

2

J. Smart & Co. (Contractors) PLC

In accordance with section 311A of the Companies Act 2006, the contents of this Notice of Meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the Annual General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice will be available on the Company's website.

Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the Annual General Meeting any question relating to the business being dealt with at the Annual General Meeting which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered or if to do so would involve the disclosure of confidential information.

BY ORDER OF THE BOARD OF DIRECTORS

Patricia Sweeney

Company Secretary

28 Cramond Road South,

Edinburgh

EH4 6AB

17th November 2022

3