Hill & Smith PLC

Pre-Annual General Meeting Information • May 22, 2025

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author: "Jan Mitson"
date: 2025-05-20 16:22:00+00:00
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Company No. 671474

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

(the ‘Company’)

At the Annual General Meeting of the Company, held at Cranmore Park Conference, Event & Exhibition Venue, Cranmore Avenue, Shirley, Solihull B90 4LF on Thursday, 22 May 2025 at 11.00am, the following items of Special Business were duly passed as Ordinary and Special Resolutions:-

ORDINARY RESOLUTION

Resolution 13

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 £6,706,600 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 22 August 2026 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:

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

i. an employee share scheme (as defined by section 1166 of the Companies Act 2006);

ii. a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or

iii. a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and

b. 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).

SPECIAL RESOLUTIONS

Resolution 14

That subject to the passing of Resolution 13 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 13 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:

a. the allotment of equity securities in connection with an offer of equity securities:

i. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

ii. 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

b. the allotment (otherwise than pursuant to paragraph (1) above) of equity securities up to an aggregate nominal amount of £2,011,980.

The power granted by this Resolution will expire on 22 August 2026 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.

Resolution 15

That if Resolutions 13 and 14, as set out in the Notice of Meeting are passed, the Directors be authorised pursuant to section 570 of the Companies Act 2006 in addition to any authority granted under Resolution 14 as set out in the Notice of Meeting to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the general authority given by Resolution 13, as set out in the Notice of Meeting, and/or empowered pursuant to section 573 of the Companies Act 2006 to sell ordinary shares (as defined in section 724 of the Companies Act 2006) for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to:

a. be limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,011,980, representing 10% of the issued share capital at 27 March 2025;

b. be used only for the purpose of financing (or refinancing, if the authority if to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or another capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

c. expire at the end of the next annual general meeting of the Company or, if earlier the close of business on 22 August 2026 but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) under such offer or agreement as if the authority had not expired.

Resolution 16

That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 25p each provided that:

a. the maximum aggregate number of ordinary shares that may be purchased is 4,023,960;

b. the minimum price (excluding expenses) which may be paid for each ordinary share is 25p;

c. the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:

i. 105% of the average of the middle market value of an ordinary share in the Company as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

ii. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the training venue where the market purchase by the Company is carried out.

The authority conferred by this Resolution will expire at the conclusion of the 2026 Annual General Meeting or, if earlier on 22 August 2026 save that the Company may, make a contract to purchase ordinary shares under this authority before the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract.

Resolution 17

That the Company be and is hereby generally and conditionally authorised to hold general meetings (other than an annual general meeting) on not less than 14 clear days’ notice, provided that the authority shall expire at the conclusion of the 2026 Annual General Meeting or 22 August 2026, whichever is the earlier.

ORDINARY RESOLUTIONS

Resolution 18

That the Company and all companies that are its subsidiaries at any time during the period for which this Resolution has effect, for the purposes of section 366 of the Companies Act 2006 (the ‘Act’), be authorised to:

a. make political donations to political parties or independent election candidates (as such terms are defined in sections 363 and 364 of the Act), not exceeding £15,000 in aggregate;

b. make political donations to political organisations other than political parties (as such terms are defined in sections 363 and 364 of the Act), not exceeding £15,000 in aggregate; and

c. incur political expenditure (as such term is defined in section 365 of the Act), not exceeding £15,000 in aggregate,

during the period beginning with the date of the passing of this Resolution and ending at the end of the Company’s next Annual General Meeting after this Resolution is passed (or, if earlier, at the close of business on 22 August 2026), provided that the maximum amounts referred to in (a), (b) and (c) above may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

Resolution 19

That the maximum aggregate amount of ordinary remuneration that may be paid to Non-executive Directors under article 91 of the Company’s Articles of Association be increased from £500,000 to £1,000,000 per annum.