RULES

OF THE

HILL & SMITH US EMPLOYEE STOCK PURCHASE PLAN

Board adoption: 6 August 2025

Shareholders' approval:

Expiry date: 6 August 2030

Amended by the Board under delegated authority on: 16 September 2025

Purpose ... 2
Meaning of words used ... 2
Eligibility ... 4
Invitations ... 5
Applying to join the Plan ... 7
Scaling down ... 8
Option grant ... 8
Share limits ... 9
Payroll deductions ... 9
Option exercise ... 11
Satisfaction of Options ... 12
Holding Period ... 13
Taxation ... 14
Notification on disposal of Shares ... 14
Leavers ... 14
Takeovers and restructurings ... 15
Exchange of Options ... 16
Variations in share capital ... 17
General ... 17
Administration ... 19
Changing the Plan and termination ... 20
Governing law ... 21

Hill & Smith US Employee Stock Purchase Plan Rules
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Hill & Smith US Employee Stock Purchase Plan Rules
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Hill & Smith US Employee Stock Purchase Plan Rules

1. Purpose

The purpose of the Plan is to provide Eligible Employees of Participating Companies with the opportunity to purchase Shares through payroll deductions. The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code and, where relevant, will be interpreted accordingly.

2. Meaning of words used

2.1 In these rules:

"Acquiring Company" means a company which is expected to obtain Control of the Company as a result of an offer referred to in rule 16.1 (General offers) or a compromise or arrangement referred to in rule 16.2 (Schemes of arrangement);

"Award Date" means a date selected by the Board for an Offering to commence;

"Board" means the board of directors of the Company or, as relevant, a committee of it, in either case subject to rule 16.8 (Board);

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Board determines, any other stock exchange on which the Shares are traded) is open for the transaction of business;

"Code" means the US Internal Revenue Code of 1986, as amended, and references to any section of the Code shall include any US treasury regulations (including proposed regulations) issued under such section;

"Company" means Hill & Smith PLC;

"Contribution" means the amount or percentage (as determined by the Board) of after-tax payroll deduction from an Eligible Employee's Eligible Compensation;

"Control" means the power of a person to secure by means of the holding of shares or the possession of voting power in, or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person;

"Dealing Restrictions" means any applicable restriction or restrictions on dealings or transactions in securities imposed by:

(i) any rules, statutory requirements, orders, legal or regulatory code, provision or rule or other requirement or guidance; and/or
(ii) any code adopted or established by the Company in addition to or replacement of (i) above;

"Eligible Compensation" means base salary and wages, but excluding overtime and shift premium;

"Eligible Employee" means an employee who is eligible to participate in an Offering under rule 3 (Eligibility);

"Exercise Date" means the end of the Offering Period, determined under the rules of the Plan, at which time the Option granted under the Plan may normally be exercised and Shares purchased on behalf of the Participant;

"Exchange Rate" means the exchange rate designated by the Board from time to time for the purpose of converting US dollars into British pounds or British pounds into US dollars, as appropriate;

"Fair Market Value" on any date means an amount equal to the mid-market closing price of a Share on the London Stock Exchange (or, if the Board determines, any other stock exchange on which the Shares are traded) on the latest previous day on which the exchange was open, as long as the amount is not less than the fair market value of a Share for the purposes of Section 423 of the Code;

"Group" means the Company and any Subsidiary, and "Member of the Group" will be construed accordingly;

"Holding Period" will be construed in accordance with rule 12 (Holding Period);

"Internal Reorganisation" means where:

(i) a change of Control of the Company is expected to occur as a result of an offer referred to in rule 16.1 (General offers) or a compromise or arrangement referred to in rule 16.2 (Schemes of arrangement); and
(iii) at least 75 per cent of the shares in the Acquiring Company are expected to be held by the same persons who immediately before such change of Control of the Company were shareholders in the Company;

"London Stock Exchange" means London Stock Exchange plc;

"Nominee" means any registered holder of the Shares appointed by the Company for the purpose of the Plan;

"Offering" means the grant of Options to acquire Shares under the Plan to Eligible Employees for an Offering Period;

"Offering Period" means a period of time over which Eligible Employees agree to payroll deductions in connection with the Plan, beginning on the Award Date, and ending on the Exercise Date or such earlier date as may be determined under the rules of the Plan;

"Option" means a right to acquire Shares in an Offering granted under the Plan;

"Parent" means a corporation which is a "parent corporation" of the Company within the meaning of Section 424(e) of the Code;

"Participant" means a person holding or who has held an Option;

"Participating Company" means any Subsidiary designated by the Board to participate in the Plan for a given Offering;

"Plan" means the plan constituted by these rules including any schedules and known as the "Hill & Smith US Employee Stock Purchase Plan";

"Purchase Price" means the amount payable per Share on the exercise of an Option, as determined under rule 4.5 (Purchase Price);

"Securities Act" means the US Securities Act of 1933, as amended;

"Share" means a fully paid ordinary share in the capital of the Company;

"Subsidiary" means a "subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code, and will include any wholly owned entity of such subsidiary corporation which is treated as an entity disregarded as separate from its owner for US federal income tax purposes;

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"Taxation" means any tax (including, but not limited to, any federal, state, local or foreign income or employment taxes) and/or social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Option or otherwise arising in connection with that Participant's participation in the Plan;

"UK" means the United Kingdom; and

"US" means the United States of America.

2.2 Interpretation

In this Plan, the singular includes the plural, references to any enactment or statutory requirement will be construed as references to that enactment or requirement as amended, modified or re-enacted, and includes any subordinate legislation made under it.

3. Eligibility

3.1 Eligible Employees

A person will be eligible to participate if that person is employed (including employed as an executive director), for the purposes of Section 423(b)(4) of the Code, by a Participating Company on the Award Date, unless rule 3.2 (Exclusions from eligibility) or rule 3.3 (Restrictions on eligibility) apply.

3.2 Exclusions from eligibility

The Board may determine prior to an Offering that an employee who would otherwise be eligible under rule 3.1 (Eligible Employees) will only be eligible to participate in the Offering if:

3.2.1 that employee has been employed by a Participating Company for a specified minimum period prior to the Award Date as determined by the Board (with such minimum period of employment being set as a period which does not exceed 2 years' duration); and/or
3.2.2 that employee is customarily employed by a Participating Company for a specified minimum number of hours per week as determined by the Board (with such minimum number of hours being set at a number which does not exceed 20); and/or
3.2.3 that employee is customarily employed by a Participating Company for a specified minimum number of calendar months per year as determined by the Board (with such minimum number of calendar months being set at a number which does not exceed 5); and/or
3.2.4 that employee is not a "highly compensated employee" within the meaning of Section 414(q) of the Code; and/or
3.2.5 where that employee is a citizen or resident of a non-US jurisdiction:

(i) granting such person an Option would not violate the laws of such jurisdiction; and/or
(ii) compliance with the laws of such jurisdiction would not cause the Plan to violate Section 423 of the Code.

Any exclusions from eligibility set by the Board under this rule 3.2 (Exclusions from eligibility) must be applied equally and on the same terms to all persons who would otherwise be eligible under rule 3.1 (Eligible Employees).

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3.3 Restrictions on eligibility

An employee will not be eligible for the grant of an Option if, immediately after the Option was granted, such employee would be treated as owning stock possessing 5 per cent or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or any Parent. The rules of Section 424(d) of the Code will apply in determining the stock ownership of any employee, and all stock which the employee has a contractual right to purchase will be treated as stock owned by the employee.

4. Invitations

4.1 Operation

The Board has discretion to decide whether and when the Plan will be operated in accordance with the rules of the Plan, including;

4.1.1 whether an Offering will be made at all; and
4.1.2 whether Offering Periods may run concurrently or consecutively.

When the Board does make an Offering under the Plan, it must invite all Eligible Employees to apply to participate in that Offering.

4.2 Time when invitations may be made

Invitations may only be issued within 42 days starting on any of the following:

4.2.1 the day on which the shareholders of the Company approve the rules of the Plan;
4.2.2 the Business Day following the announcement of the Company's results for any period;
4.2.3 any day on which the Board resolves that exceptional circumstances exist which justify the issue of invitations;
4.2.4 any day on which changes to the legislation or regulations affecting share plans are announced or take effect; or
4.2.5 the lifting of Dealing Restrictions which prevented the issue of invitations during the periods specified above.

Invitations may not be issued after the termination of the Plan.

4.3 Form of invitation

An invitation will be in a form specified by the Board, which may be electronic. The invitation will specify the following for the Offering:

4.3.1 the proposed Award Date;
4.3.2 the requirements a person must satisfy in order to be eligible to participate in the Offering, consistent with rule 3 (Eligibility);
4.3.3 how the Purchase Price is to be calculated, consistent with rule 4.5 (Purchase Price);
4.3.4 the limits on participation under rule 4.6 (Section 423 limits);
4.3.5 how applications must be submitted and the deadline by which the Company must receive an application to participate in the Offering;

4.3.6 any maximum permitted Contribution prescribed by the Board under rule 4.4 (Maximum Contribution);
4.3.7 the maximum number, if any, of Shares that the Board has determined will be available for the Offering under rule 4.7 (Per Offering limit);
4.3.8 the maximum number, if any, of Shares over which the Board has determined an Eligible Employee may be granted an Option for the Offering under rule 4.8 (Per employee per Offering limit);
4.3.9 when and how frequently the payroll deductions of Eligible Compensation will be made;
4.3.10 if rule 5.3 (Evergreen) applies, confirmation that it applies;
4.3.11 the intended Exercise Date that will apply under rule 4.9 (Intended Exercise Date);
4.3.12 if a Holding Period is to apply under rule 12 (Holding Period), confirmation that a Holding Period applies, and the length and details of such Holding Period;
4.3.13 if any Shares acquired on exercise of the Option are to be held by a Nominee, details of the Nominee facility; and
4.3.14 any other terms or conditions the Board determines in accordance with these rules and which are permissible under Section 423 of the Code.

The invitation and Offering must comply with the requirements of Section 423(b)(5) of the Code so that all Eligible Employees for an Offering have the same rights and privileges.

4.4 Maximum Contribution

The Board may determine that a maximum Contribution will apply to an Offering, such that an Eligible Employee may only contribute an amount that does not exceed the limit set by the Board under this rule 4.4 (Maximum Contribution).

4.5 Purchase Price

4.5.1 The Purchase Price for a given Offering may be:

(i) a proportion (to be not less than 85 per cent) of the Fair Market Value as of the Award Date;
(ii) a proportion (to be not less than 85 per cent) of the Fair Market Value as of the Exercise Date; or
(iii) the lower of the amounts in (i) and (ii) above.

4.5.2 The Purchase Price for a given Offering will be the lesser of (i) 85 per cent of the Fair Market Value as of the Award Date, and (ii) 85 per cent of the Fair Market Value as of the Exercise Date, unless the Board determines otherwise.¹
4.5.3 In the case of an Option to subscribe, the Purchase Price may not be less than the nominal value of a Share.

¹ If the Purchase Price for an Offering will be the lower of a percentage of the Fair Market Value as of the Award Date and a percentage of the Fair Market Value as of the Exercise Date, the Board must set a limit on the number of Shares (either under Rules 4.7 or 4.8) for such Offering.

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4.6 Section 423 limits

4.6.1 No employee may be granted an Option which causes rights to purchase Shares under the Plan and under all plans of the Company, any Subsidiary or any Parent in which the employee is eligible to participate and that are qualified under Section 423 of the Code to accrue at a rate which exceeds $25,000 (or such other limit specified in Section 423(b)(8) of the Code), calculated using the Fair Market Value (determined on the Award Date), for each calendar year in which the Option is outstanding at any time.

4.6.2 No employee may be granted an Option if, immediately after the Option was granted, such employee would be treated as owning stock possessing 5 per cent or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or any Parent. The rules of Section 424(d) of the Code will apply in determining the stock ownership of any employee, and all stock which the employee has a contractual right to purchase will be treated as stock owned by the employee.

4.6.3 To the extent necessary to comply with these requirements, the Board may:

(i) cause Contributions to be decreased in respect of any Offering; or
(ii) take other actions it considers necessary to ensure compliance with Section 423 of the Code

4.7 Per Offering limit

The Board may specify a maximum number of Shares that will be available for a given Offering.

4.8 Per employee per Offering limit

The Board may specify a maximum number of Shares that may be subject to an Eligible Employee's Option in respect of a given Offering.

4.9 Intended Exercise Date

The intended Exercise Date for a given Offering will be 6 months following the Award Date, unless the Board determines otherwise; provided, however, in no event will the Exercise Date for an Offering be later than 27 months following the Award Date.

5. Applying to join the Plan

5.1 Form of application

An application for an Option will be made in a form specified by the Board, including electronically. It will require the Eligible Employee to state the Contribution that the Eligible Employee wishes to make and will authorise the deduction of the Contribution from payments of the Participant's Eligible Compensation.

An application must be in the form determined by the Board and properly submitted and received by the Company (or on the Company's behalf) by the deadline specified by the Board. Any application that is improperly completed or late will be rejected.

5.2 Dealing Restrictions on application

An Eligible Employee will have regard to Dealing Restrictions when applying for an Option. An Eligible Employee must not submit an application at a time when such application would be prohibited by Dealing Restrictions.

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5.3 Evergreen

The Board may allow an Eligible Employee to request that their application will remain effective for further Offerings if and when further Offerings are made available by the Company unless the Eligible Employee withdraws from the further Offerings.

5.4 Acceptance of terms

By participating in the Plan, an Eligible Employee agrees to be bound by the rules of the Plan.

6. Scaling down

6.1 When scaling down applies

If valid applications are (or are deemed to be) received for a total number of Shares in excess of any maximum number of Shares available for an Offering under rule 4.7 (Per Offering limit) or rule 8 (Share limits), the Board will scale down applications in a manner permissible under Section 423 of the Code.

6.2 Method

Where the Board scales down applications, it will do so by one or more of the following ways:

6.2.1 reducing the proposed Contributions by the same proportion for all applications; or
6.2.2 reducing the proposed Contributions to a maximum amount chosen by the Board; or
6.2.3 using other methods, but these must treat Eligible Employees in as uniform a manner as practicable and as the Board determines to be equitable.

6.3 Insufficient shares

If, having scaled down, the number of Shares available is insufficient to enable Options to be granted to all Eligible Employees making valid applications, the Board may decide not to grant any Options, or may make a pro rata allocation of the Shares remaining available for Options in as uniform a manner as practicable, in a manner permissible under Section 423 of the Code and as the Board determines to be equitable.

7. Option grant

7.1 Grant

The Board will grant, to each Eligible Employee whom has submitted and not withdrawn a valid application for an Option, an Option to acquire Shares at the Purchase Price.

7.2 Board discretion to grant

The Board may decide not to proceed with an Offering for any reason, in which case no Options will be granted.

7.3 Eligible Employees only

The Board will not grant an Option to anyone who is not an Eligible Employee on the Award Date. If it tries to do so, the grant will be void.

7.4 Granted for free

An Eligible Employee is not required to pay for the grant of any Option.

7.5 Not pensionable

None of the benefits that may be received under the Plan are pensionable.

7.6 Not transferable

A Participant's Option will lapse if the Participant transfers, assigns, charges or otherwise disposes of the Option or any rights in respect of it, whether voluntarily or involuntarily.

Share limits

8.1 US specific limit

Subject to rule 8.2 (Dilution limit), 1,000,000 (1 million) Shares in aggregate will be available for issuance or transfer under the Plan. If Options lapse, the Shares that were subject to those Options may be used again for future Options for the purposes of the limit in this rule 8.1 (US specific limit).

8.2 Dilution limit

8.2.1 The number of Shares which may be allocated under the Plan on any day may only be up to 10 per cent of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous ten years under the Plan and under any other employee share plans operated by the Company.

8.2.2 To the extent that an Option lapses, the underlying Shares are ignored when calculating the limits in this rule 8.2 (Dilution limit).

8.2.3 "Allocate" means granting a right to acquire unissued Shares or to acquire Shares which are held by the Company in treasury or, if there is no such grant, the issue and allotment of new Shares or the transfer of Shares from treasury. (However, if at any time the relevant institutional investor guidelines cease to require treasury Shares to be taken into account for this purpose, then "allocate" will not include such treasury Shares.)

Payroll deductions

9.1 Timing and nature

The Contributions will be deducted in accordance with the payroll period specified in the invitation, and will end on the last payroll date prior to the Exercise Date (unless terminated early in accordance with the rules of the Plan) or will be deducted on such other dates as the Board may decide. All payroll deductions are made on an after-tax basis.

9.2 The account

The Contributions will be credited to a bookkeeping account for the Participant and may be deposited with the general funds of the Company, employing Subsidiary or a Participating Company, or in an account with a custodian designated by the Board. No interest will accrue or be paid in respect of any Contributions.

9.3 No changes or top-ups

A Participant cannot make additional payments in connection with the Plan (including top-ups) or change their level of Contribution for an Offering.

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9.4 Withdrawal

Subject to rule 9.7 (Withdrawal within last 30 days), a Participant may withdraw from participation in an Offering by delivering a notice of withdrawal (in such form as specified by the Board) to the appropriate payroll location (or such other person as the Board may direct). The Participant's Option will lapse on the date the notice is received and payroll deductions will cease as soon as reasonably practicable. The Participant cannot then begin participation again during the remainder of the Offering, but may enrol in a new Offering which commences after the date of withdrawal in accordance with rule 4 (Invitations).

9.5 Refund

Following a Participant's withdrawal, the Participant's entire account balance under the Offering will be refunded, without interest, as soon as reasonably practicable.

9.6 No partial withdrawals

Partial withdrawals are not permitted.

9.7 Withdrawal within last 30 days

Any notice of withdrawal received within the period of 30 days prior to the Exercise Date will not be effective in respect of the then current Offering but will, where the Participant's participation in the Plan would otherwise continue in relation to the next Offering, be taken as a notice of withdrawal in respect of the next Offering.

9.8 Continued participation

If rule 5.3 (Evergreen) applies, the Participant:

9.8.1 will continue to participate in any further Offerings unless the Participant withdraws from participation under rule 9.4 (Withdrawal) or rule 9.7 (Withdrawal within last 30 days); and
9.8.2 may increase or decrease the rate of Contributions for the next Offering by completing or filing a new application authorising the change in the Contribution with the Company by the deadline specified by the Board for applications for the next Offering.

9.9 Compliance with Section 423

A Participant's Contributions may be decreased to zero at any time, to the extent necessary to comply with Section 423(b)(8) of the Code and rule 4.6 (Section 423 limits).

9.10 Approved leave of absence

A Participant's employment relationship shall be treated as continuing intact while the Participant is on an approved leave of absence, and the Participant's Contributions shall continue to be deducted from his Eligible Compensation during such period.

For the purposes of this rule, "approved leave of absence" means an employee's leave of absence (which includes military leave, maternity leave or sick leave) with the prior approval of an authorised person of his or her employer during which period the employee's employment relationship is treated as continuing for the purposes of the Plan. However, if the period of leave exceeds 90 days and the individual's right to re-employment is not guaranteed either by statute or by contract, the employment relationship will be deemed to terminate for the purposes of the Plan on the first day immediately following such 90-day period.

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10. Option exercise

10.1 Date of exercise

Save for where:

10.1.1 a Participant effectively withdraws from an Offering;
10.1.2 rule 10.4 (Terminating the Offering) applies; or
10.1.3 a Participant's Option has already been exercised or lapsed under the rules of the Plan,

a Participant's Option will be exercised automatically on the intended Exercise Date specified in the invitation under rule 4.3.11.

10.2 Exercise

Where an Option is exercised under any provision of these rules, the maximum number of whole Shares subject to the Option (not to exceed any per employee limit established by the Board under rule 4.8 (Per employee per Offering limit) for the Offering and, subject to rule 6 (Scaling down)) will be purchased at the applicable Purchase Price with the accumulated Contributions in the Participant's account at that time (converted, where appropriate, using the Exchange Rate in effect at that time), subject to the rest of this rule 10 (Option exercise) and rule 13 (Taxation).

10.3 Surpluses

The Board will determine whether any surplus in the account which is insufficient to purchase a whole Share will be returned to the Participant as soon as reasonably practicable, without interest, following the Exercise Date, or carried forward and added to the initial balance of the Participant's account for the next Offering, under rules established from time to time.

Excess amounts in the account other than the portion for a fractional Share will be returned to the Participant as soon as reasonably practicable, without interest, following the Exercise Date.

10.4 Terminating the Offering

Where the Purchase Price is based solely on a proportion of the Fair Market Value on the Grant Date and the Purchase Price is more than the Fair Market Value on the Exercise Date, such Options will not be exercised automatically under the rules of the Plan and will instead lapse immediately. In this case, the Participant's entire account balance under the Offering will be refunded, without interest, as soon as reasonably practicable.

10.5 Contributions

Where an Option is exercised under the Plan, the Participant must use only Contributions:

10.5.1 he has made for the applicable Offering (and, if applicable, any surplus held in the Participant's account from a previous Offering that was insufficient to purchase a whole Share); and
10.5.2 that were made before the Exercise Date of the Option,

to exercise his Option.

10.6 Securities registration compliance

10.6.1 No Option may be exercised unless the Shares to be issued or transferred upon exercise are covered by an effective registration statement under the Securities Act or are eligible for an

exemption from the registration requirements, and the Plan is in material compliance with all applicable federal, state, foreign, securities, exchange, and other laws applicable to the Plan.

10.6.2 If on an Exercise Date for any Offering the Shares are not registered or exempted or the Plan is not in such compliance, no Options will be exercised on the Exercise Date. To the extent permitted by Section 423 of the Code, the Exercise Date will be delayed until the Shares are subject to such an effective registration statement or exempted, and the Plan is in such compliance. The Exercise Date will in no event be more than 27 months from the Award Date.

10.6.3 If, on the Exercise Date for any Offering, as delayed to the maximum extent permissible, the Shares are not registered or exempt and the Plan is not in such compliance, no Options will be exercised, and all Contributions accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire Shares) will be distributed to the Participants as soon as reasonably practicable, without interest.

10.7 Lapse of remainder

Where an Option is exercised under the Plan, to the extent it is not so exercised at that time, it will immediately lapse as to the remainder.

10.8 Lapsing

If an Option lapses under the Plan, it cannot be exercised and the Participant has no right to receive the Shares underlying the lapsed Option.

11. Satisfaction of Options

11.1 Shares to be used

The Shares delivered following exercise of an Option may be newly issued Shares, treasury Shares or Shares transferred by a third party.

11.2 Delivery of Shares

The Board will arrange for the delivery to, or to the order of, the Participant of the number of Shares in respect of which the Option was exercised as soon as reasonably practicable after the Option is exercised, subject to rule 11.4 (Consents and filings), rule 13 (Taxation) and rule 19.1 (Dealing Restrictions).

11.3 Shareholder rights

11.3.1 Where Shares are issued on the exercise of an Option, the Participant will be entitled to any voting, dividend or other rights attaching to those Shares by reference to all record dates on or after the date of allotment and will rank equally in all respects with the Shares in issue on the date of allotment.

11.3.2 Where Shares are transferred (including a transfer out of treasury) on the exercise of an Option, the Participant will be entitled to any voting, dividend or other rights attaching to the Shares by reference to all record dates on or after the date of transfer.

11.3.3 The Participant will not be entitled to voting, dividend or other rights attaching to the Shares by reference to a record date before such date of allotment or transfer (as the case may be).

11.4 Consents and filings

All allotments, issues and transfers of Shares will be subject to any necessary consents or filings required in the UK, US or any other relevant jurisdiction. The Participant will be responsible for complying

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with any requirements required in order to obtain - or to avoid the necessity for - any such consents or filings.

11.5 Articles of Association

Any Shares acquired on the exercise of Options are subject to the Articles of Association of the Company from time to time in force.

12. Holding Period

12.1 Application of rule

Unless the Board determines otherwise on or prior to the issue of invitations, a Holding Period under this rule 12 (Holding Period) will apply to the Shares acquired from the exercise of an Option.

12.2 Length of Holding Period

Where a Holding Period applies, the Holding Period shall apply until the later of:

12.2.1 2 years after the Award Date; and
12.2.2 1 year after the Exercise Date,

unless the Board determines otherwise on or prior to the issue of invitations.

12.3 Nature of Holding Period

If this rule 12 (Holding Period) applies, the Shares acquired by a Participant following the exercise of an Option (or any interest in them) may not be sold, transferred, assigned or otherwise disposed of by, or on behalf of, the Participant during the Holding Period, save for:

12.3.1 a transfer to the Participant's personal representatives in the event of the Participant's death;
12.3.2 a transfer to the Nominee under rule 12.4 (Nominee arrangement); or
12.3.3 where there is a liability for Taxation on exercise of the Option or delivery of the Shares, a sale to fund that liability for Taxation,

and any such purported action will be invalid and ineffective, unless the Board determines otherwise.

12.4 Nominee arrangement

12.4.1 The Board may determine that the Shares delivered on exercise of the Option will be delivered to a Nominee and held in a nominee arrangement until the expiry of the Holding Period on such terms as the Board may determine necessary or desirable in order to facilitate the Holding Period.
12.4.2 These terms may include the Shares being held by the Nominee on the basis that the legal title to such Shares may only be transferred to the relevant Participant on or as soon as practicable after the expiry of the relevant Holding Period.

12.5 Proof of ownership

A Participant must provide such proof of continued ownership of the Shares, and/or transfer to and retention by the Nominee on the Participant's behalf (as appropriate) over and at the end of the Holding Period as the Board may request at any time.

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12.6 Expiry

If rule 12.4 (Nominee arrangement) applies, the Shares will be released to, or to the order of, the Participant (or, where relevant, the Participant's personal representatives) as soon as practicable after the expiry of the Holding Period (or earlier at the discretion of the Board).

13. Taxation

13.1 Participant indemnity

By participating in the Plan, a Participant agrees to be responsible for and will indemnify each and every relevant Member of the Group for that Participant's liability for Taxation.

13.2 Withholding

Any Member of the Group, any employing company, the trustee of any relevant employee benefit trust or any Nominee or other third-party provider nominated by the Board may withhold such amounts from a Participant (including from any salary or bonuses etc.) or make such other withholding arrangements as it considers necessary or desirable to meet any liability for Taxation.

14. Notification on disposal of Shares

By participating in the Plan, Participants agree that, if they hold Shares acquired on exercise of an Option in their own name, they will give the Company prompt notice of any disposal of Shares purchased under the Plan where such disposal occurs before the later of 2 years after the relevant Award Date and 1 year after the relevant Exercise Date.

15. Leavers

15.1 Termination before exercise

If a Participant ceases to be employed by a Participating Company for any reason (including as a result of the death of the Participant) before an Option has been exercised, no further payroll deductions will be taken from any pay due and owing to the Participant, the Option will lapse and the balance in the account will be paid to the Participant (or personal representatives, as appropriate) as if the Participant had validly withdrawn from the Offering under rule 9.4 (Withdrawal), but without regard to rule 9.7 (Withdrawal within last 30 days).

15.2 Termination after exercise

If a Participant ceases to be employed by a Participating Company after the exercise of an Option but whilst a Holding Period applies to the Shares:

15.2.1 for any reason other than the Participant's death, any Holding Period applicable to the Shares will continue to apply; or
15.2.2 due to the Participant's death, the Holding Period applicable to the Shares will cease to apply on the date of the Participant's death.

15.3 Meaning of ceasing to be employed

For the purposes of this rule 15 (Leavers), subject to rule 9.10 (Approved leave of absence), a Participant will be treated as ceasing to be employed by a Participating Company on the date the Participant ceases to be employed by a Participating Company without immediately commencing employment with another Participating Company.

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16. Takeovers and restructurings

16.1 General offers

Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, any outstanding Options will be exercised automatically on the date the person obtains such Control (or, if the Board so determines, when any person is bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the UK Companies Act 2006) and, to the extent not so exercised, will then lapse.

16.2 Schemes of arrangement

Where a court sanctions a compromise or arrangement in connection with the acquisition of Shares, any outstanding Options will be exercised automatically on the date of such court sanction and, to the extent not so exercised, will then lapse.

16.3 Winding up

Any outstanding Options will be exercised automatically immediately prior to the voluntary winding up of the Company and, to the extent not so exercised, will then lapse.

16.4 Exchange

Rule 16.1 (General offers) and rule 16.2 (Schemes of arrangement) will not apply to the extent Options are exchanged in accordance with rule 17 (Exchange of Options).

16.5 Terminating the Offering

Where Options would otherwise be exercised automatically under rule 16.1 (General offers), rule 16.2 (Schemes of arrangement) or rule 16.3 (Winding up), the Board may determine that Options will not become exercisable and will lapse immediately instead. In those circumstances, the Participant's entire account balance under that Offering will be refunded, without interest, as soon as reasonably practicable.

16.6 Accelerating the Exercise Date

Where Options would otherwise be exercised automatically under rule 16.1 (General offers), rule 16.2 (Schemes of arrangement) or rule 16.3 (Winding up), the Board may determine that the Offering Period that would otherwise include the date on which the event described in rule 16.1 (General offers), rule 16.2 (Schemes of arrangement) or rule 16.3 (Winding up) will be shortened by setting a new Exercise Date on which the Offering Period will end. The new Exercise Date will occur before the date of the event. Prior to the new Exercise Date, the Company will provide each Participant with written notice, which may be electronic, of the new Exercise Date and that the Participant's Option will be automatically exercised on such new Exercise Date, unless, before such date, the Participant has withdrawn from the Offering in accordance with rule 9.4 (Withdrawal).

16.7 Holding Period

Save where Options are exchanged in accordance with rule 17 (Exchange of Options), any Holding Period will expire, or will not apply (as appropriate), on the change of Control or winding-up, unless otherwise determined by the Board.

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16.8 Board

In this rule 16 (Takeovers and restructurings), “Board” means those persons who were members of the Board immediately before the change of Control or winding-up.

17. Exchange of Options

17.1 Application of rule

17.1.1 Where a change of Control of the Company is expected to occur as a result of an offer referred to in rule 16.1 (General offers) or a compromise or arrangement referred to in rule 16.2 (Schemes of arrangement), the Board may determine that any outstanding Options will not become exercisable but will be exchanged under this rule 17 (Exchange of Options), provided that such decision is made before outstanding Options would otherwise become exercisable and subject to the consent of the Acquiring Company.

17.1.2 Where there is an Internal Reorganisation, the Board will be deemed to make the determination in rule 17.1.1 before any Option would otherwise become exercisable or lapse, subject to the consent of the Acquiring Company.

17.2 Timing of exchange

Where an Option is to be exchanged, the exchange will take place on (or as soon as practicable after) the relevant event.

17.3 Exchange terms

Where a Participant is granted a new option in exchange for an outstanding Option, the new option must be substantially equivalent to the outstanding Option, but relates to shares in a different company (whether the acquiring company itself or another company). It is intended that any such exchange of the outstanding Options shall be made in accordance with Sections 424(a) and (h)(3) of the Code.

Upon such exchange, pursuant to the requirements of Section 1.424-1(a) of the US Treasury Regulations, the provisions of the Plan shall be construed as if:

17.3.1 the new option were an Option granted under the Plan at the same time as the outstanding Option;

17.3.2 references in the Plan to the Company were references to the new grantor, provided that, except as may be required to comply with Section 423 of the Code, references to the Company within the definition of Participating Company shall continue to be construed as references to Hill & Smith PLC;

17.3.3 references in the Plan to the Board were references to the board of directors of the new grantor;

17.3.4 references in the Plan to Shares were references to shares in the new grantor;

17.3.5 the provisions for Contributions under rule 9 (Payroll deductions) entered into in connection with the outstanding Option had been made in connection with the new option;

17.3.6 the intended Exercise Date specified in the invitation under rule 4.3.11 in relation to the new option was the same as that in relation to the outstanding Option;

17.3.7 the total Fair Market Value, immediately before the release of the outstanding Option, of the Shares which were subject to the outstanding Option does not exceed the total Fair Market

Value, immediately after the grant of the new option, of the shares in the new grantor subject to the new option;

17.3.8 the aggregate Purchase Price of the shares in the new grantor under the new option does not exceed the aggregate Purchase Price of the Shares under the outstanding Option; and

17.3.9 the new option does not give the Participant additional benefits which he did not have under the outstanding Option.

17.4 Lapse of existing Option

Immediately following the exchange of outstanding Options for new options under this rule 17 (Exchange of Options), the outstanding Options will lapse.

18. Variations in share capital

18.1 Adjustments to Options

18.1.1 If there is:

(i) a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

(ii) a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the UK Corporation Tax Act 2010;

(iii) a special dividend or distribution; or

(iv) any other transaction which the Board determines will materially affect the value of the Shares,

without the receipt of consideration by the Company of or on the Shares, the Board will proportionately adjust the number or class of the Shares (or type of securities) available under the Plan in rule 8.1 (US specific limit), the number or class of the Shares (or type of securities) comprised in outstanding Options and the Purchase Price of outstanding Options.

18.2 Notification

The Board will notify Participants of any adjustment made under rule 18.1 (Adjustments to Options) as soon as practicable after such adjustment has been made.

19. General

19.1 Dealing Restrictions

Each relevant person will have regard to Dealing Restrictions when operating, interpreting, administering, participating in and/or taking any other action in relation to the Plan.

19.2 Terms of employment

19.2.1 For the purposes of this rule, "Employee" means any employee of a Member of the Group.

19.2.2 This rule 19.2 (Terms of employment) applies during an Employee's employment and after the termination of an Employee's employment, whether or not the termination is lawful.

19.2.3 Nothing in the rules of the Plan or the operation of the Plan forms part of an Employee's contract of employment. The rights and obligations arising from the employment relationship between the Employee and the relevant Member of the Group are separate from, and are not

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affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

19.2.4 No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Options on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Options on the same, or any other, basis (or at all) in any future year.

19.2.5 The terms of the Plan do not entitle the Employee to the exercise of any discretion in the Employee's favor.

19.2.6 The Employee will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and the relevant Member of the Group.

19.2.7 No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

(i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

(ii) any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; and/or

(iii) the operation, suspension, termination or amendment of the Plan.

19.2.8 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule 19.2 (Terms of employment). By participating in the Plan, an Employee agrees to waive all rights which might otherwise arise under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions attaching to the Options, in consideration for, and as a condition of, the grant of an Option under the Plan.

19.3 Data protection

Any data protection policy (or policies) of the Group or any Member of the Group and/or data privacy notice(s) that are applicable to an Eligible Employee or Participant will apply to their personal data.

19.4 No liability for loss

Neither a Nominee nor any Member of the Group will be liable for any loss:

19.4.1 suffered by a Participant due to movements in currency exchange rates or due to any charges imposed by a bank in relation to the conversion or transfer of monies; or

19.4.2 occasioned by delay on the part of any Member of the Group or the Nominee in giving effect to a Participant's instructions in relation to their Shares or procuring a sale or transfer of any Participant's Shares.

19.5 Listing

If, and for as long as, the Shares are listed on the Official List maintained by the Financial Conduct Authority and traded on the London Stock Exchange (or, if the Board determines, any other stock exchange on which the Shares are traded), the Company will apply for the listing and admission to trading of any Shares on such exchange issued under the Plan as soon as reasonably practicable.

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19.6 Notices

19.6.1 Any notice or other communication required under this Plan will be given in writing, which (for the avoidance of doubt) includes by electronic mail, through the Group's intranet or a share plan portal.

19.6.2 Any notice or other communication to be given to:

(i) any person who is or will be eligible to be a Participant may be delivered by electronic means (including by email, through the Group's intranet or a share plan portal), personally delivered or sent by ordinary post to such address as the Board reasonably considers appropriate; and

(ii) the Company or its agents, may be delivered or sent to its registered office or such other place and by such means as the Board may specify and notify to Participants.

19.6.3 Notices or other communications:

(i) sent electronically will be deemed to have been received immediately (if sent during usual business hours) or at the open of business on the next Business Day (if sent outside usual business hours);

(ii) that are personally delivered will be deemed to have been received when left at the relevant address (if left during usual business hours) or at the opening of business on the next Business Day (if left outside usual business hours); and

(iii) sent by post will be deemed to have been received 48 hours after posting to a national address or 5 days after posting to an overseas address,

in each case unless there is evidence to the contrary.

19.7 Third party rights

Nothing in the Plan confers any benefit, right or expectation on any persons other than a Participant or a Member of the Group. No such third party has any rights under the UK Contracts (Rights of Third Parties) Act 1999 (or any similar local legislation in a relevant overseas jurisdiction), to enforce any rule of this Plan.

This rule 19.7 (Third party rights) does not affect any other right or remedy of a third party.

19.8 Bankruptcy

A Participant's Option will lapse if the Participant becomes bankrupt or enters into a compromise with creditors generally.

20. Administration

20.1 Board's powers

The Plan will be administered by the Board, which has authority to make such rules and regulations for the administration of the Plan as it may consider necessary or desirable. The Board has the power to:

20.1.1 delegate all or any of its rights and powers under the Plan, subject to applicable laws;

20.1.2 determine when and how Options will be granted and the provisions of each Offering;

20.1.3 select the Exchange Rate and/or any other exchange rate for the conversion, when necessary, of any values denominated in British pounds to an equivalent currency, or vice versa, and the time and manner for such conversions;

20.1.4 designate from time to time which Subsidiaries will be Participating Companies for a given Offering;

20.1.5 construe and interpret the Plan and Options granted under the Plan, and establish, amend and revoke rules and regulations for the administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan; and

20.1.6 generally, exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and other Participating Companies and carry out the intent that the Plan be treated as an "employee stock purchase plan" within the meaning of Section 423 of the Code.

20.2 Board's decision final and binding

The decision of the Board on the interpretation of the Plan (or in any dispute relating to an Option or the Plan) will be final and conclusive.

20.3 Language

Where there is any conflict between the terms of the Plan, the Options and any documents relating to or concerning them in English and the Plan, the Options and any documents relating to or concerning them in any other language, the English language version of such document will prevail.

21. Changing the Plan and termination

21.1 Changing the Plan

The Board may at any time change the Plan in any way, subject to rule 21.2 (Shareholder approval - Code), rule 21.3 (Shareholder approval - advantageous changes) and rule 21.4 (Amendment to rule 8.1 (US specific limit)).

21.2 Shareholder approval - Code

The Board may not make any change to the rules of the Plan that would require shareholder approval under Section 423 of the Code without the approval of the shareholders of the Company.

21.3 Shareholder approval - advantageous changes

21.3.1 The Company will give prior approval in general meeting by way of ordinary resolution to any proposed change to the Plan which is to the advantage of present or future Participants and which relates to any of the following:

(i) the persons to, or for, whom Shares may be provided under the Plan;

(ii) the limitations on the number of Shares which may be delivered/paid under the Plan;

(iii) the maximum entitlement for any Participant;

(iv) the basis for determining a Participant's entitlement to, and the terms of, Shares provided under the Plan, and any adjustment of such basis in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of Shares or reduction of capital or any other variation of capital of the Company; and

(v) this rule 21.3.1,

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in each case, subject to rule 21.3.2.

21.3.2 The Board may change the Plan and need not obtain the approval of the Company in general meeting under rule 21.3.1 (unless otherwise required by Section 423 of the Code) for any minor changes which are to:

(i) benefit the administration of the Plan;
(ii) take account of a change in legislation; and/or
(iii) obtain or maintain favorable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant.

21.4 Amendment to rule 8.1 (US specific limit)

In the case of an amendment to rule 8.1 (US specific limit), the Board may make such amendment subject to obtaining approval by the holders of a majority of the Shares present or represented and entitled to vote at a meeting of the Company's shareholders within 12 months of such amendment, provided that:

21.4.1 such amendment would not cause the limit in rule 8.2 (Dilution limit) to be exceeded; and
21.4.2 no further Shares may be issued or transferred under the Plan in excess of the then applicable limit under rule 8.1 (US specific limit) unless and until such time as shareholder approval of the amendment to rule 8.1 (US specific limit) is obtained.

21.5 Termination of the Plan

No Option may be granted or Shares purchased under the Plan after 6 August 2030 (or on such earlier date that the Board determines the Plan will terminate).

22. Governing law

The laws of England and Wales (and Sections 423 and 424 of the Code, where applicable) govern the Plan and all Options and their construction. The courts of England and Wales have non-exclusive jurisdiction in respect of any disputes arising under or in connection with the Plan or any Option.

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