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 Holdings 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 2021

Tuesday 25 May 2021 at 11.00 a.m.

TO BE HELD AT

Hill & Smith Holdings PLC, Westhaven House, Arleston Way, Solihull, West Midlands, B90 4LH

Hill & Smith Holdings PLC

Contents	Page
Letter from the Chair	3
Notice of Annual General Meeting	4
Further Information	10
Voting by Proxy	11
AGM Joining Instructions	12

“哈，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，

Hill & Smith Holdings PLC

Letter from the Chair

Registered Office:
Westhaven House
Arleston Way
Solihull
West Midlands
B90 4LH
(Registered in England and Wales Company Number 671474)

14 April 2021

Dear Shareholder

Annual General Meeting 2021

The 60th Annual General Meeting ('AGM') of Hill & Smith Holdings PLC ('the Company') will be held at 11.00 a.m. on Tuesday 25 May 2021 at Hill & Smith Holdings PLC, Westhaven House, Arleston Way, Solihull, West Midlands, B90 4LH. This year, due to Government restrictions on indoor gatherings, we have made the decision to hold a closed meeting and regrettably, shareholders will not be permitted to attend in person. However, in the event you would like to listen and watch proceedings live, the AGM will be webcast and details on how to join can be found on page 12.

The formal Notice of Meeting ("Notice") is on pages 4 to 9 of this document and sets out and explains the resolutions to be proposed and considered at the AGM ('Resolutions'). As shareholders will not be able to attend this year and vote at the meeting, I would ask that you complete and return the Form of Proxy either online or by post.

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, Bridgewater 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 Friday 21 May 2021.

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.hsholdings.com). This website 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 23,542 ordinary shares, representing in aggregate approximately $0.03\%$ of the Company's issued share capital as at 23 March 2021.

Yours faithfully

Alan Giddins
Chair

NOTICE OF ANNUAL GENERAL MEETING

HILL & SMITH HOLDINGS PLC

(Registered in England No. 671474)

The 60th Annual General Meeting of Hill & Smith Holdings PLC will be held at Hill & Smith Holdings PLC, Westhaven House, Arleston Way, Solihull, West Midlands, B90 4LH on Tuesday 25 May 2021 at 11.00 a.m. for the purpose of considering the following Resolutions of which Resolutions 1 to 13 and 18 will be proposed as Ordinary Resolutions and Resolutions 14 to 17 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 2020 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 2020.

Resolution 2

To receive and approve the Directors' Remuneration Report for the financial year ended 31 December 2020.

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 2020.

Resolution 3

To approve the payment on the 9 July 2021 of the proposed final dividend in respect of the year ended 31 December 2020 of 17.5p per share.

The proposed final dividend will be payable on 9 July 2021 to shareholders on the register at the close of business on 4 June 2021. When taking the interim dividend of 9.2p per share into account the total dividend for the year will be 26.7p per share.

Resolution 4

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 of 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 also a Non-executive Director of Big Society Capital, a leading social impact-led investor.

Resolution 5

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, and member of the Audit, Nomination and Remuneration 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. He has been retained by Advent International as a Non-executive Director and advisor. In addition, he is a Non-executive Director of Associated British Ports and has served as Deputy Chairman 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 6

To re-elect Annette Kelleher as a Director.

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

Annette has broad senior management experience in the international industrials sector and is currently Chief Human Resources Officer of Johnson Matthey PLC. Prior to joining Johnson Matthey she held a number of senior human resource roles in Pilkington Glass and NSG Group. Previously, Annette was a Non-executive Director of Tribunal Services, part of

the UK's Ministry of Justice. Annette has a degree in Business Studies and a masters degree in Human Resource Management.

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, Smiths Interconnect from October 2012 to April 2014 and Non-executive Director at JD Wetherspoon plc from May 2012 to May 2016. Prior to joining Smiths, he 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 Chair 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.

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 Chief Executive of Morgan Advanced Materials plc since August 2015. Prior to that he was 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 an M.Eng in Electronic and Electrical Engineering.

Resolution 9

To elect Leigh-Ann Russell as a Director.

By this resolution Leigh-Ann Russell offers herself for 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 is Chief Procurement Officer for BP PLC ("bp"), with responsibility for safety, compliance and efficiency of bp's global supply chain. Prior to joining bp in 2006, Leigh-Ann worked for both Schlumberger and a Shell Technology Venture portfolio company. Leigh-Ann has an engineering degree and in 2019 was awarded a fellowship by the Royal Academy of Engineering. Leigh-Ann joined the Board on 1 April 2021.

Resolution 10

To elect Paul Simmons as a Director.

By this Resolution Paul Simmons offers himself for election as a Director. Paul is Group Chief Executive of the Company and a member of the Nomination Committee.

Paul joined the Company on 1 September 2020 and was formally appointed Group Chief Executive on 12 November 2020, following the retirement of Derek Muir. Prior to joining Hill & Smith, Paul was with Halma plc for ten years, mostly recently as Chief Executive of the Infrastructure Safety and Process Safety sectors. Prior to Halma, he spent thirteen years at 3M leading businesses in the UK and USA. Paul has a degree in Production Engineering.

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 Company in September 2019. Prior to joining Hill & Smith, she 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 Institutional Investment Committee 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 £6,636,332 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 25 August 2022 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:

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

(b) a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or

(c) a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and

(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 Companies Act 2006 ('the Act') provides that Directors require the authority of the shareholders in general meeting both to issue shares and to do so other than pro rata to individual shareholders' holdings. Resolutions 14 and 15 provide the appropriate authorities. This Resolution 14 deals with the Directors' authority to allot and grant shares and other Relevant Securities in accordance with section 551 of the Act and replaces the equivalent Resolution from last year's Annual General Meeting. It will, if passed, authorise the Directors to allot Relevant Securities up to a maximum nominal amount of £6,636,332 which represents approximately $33.3\%$ of the Company's issued ordinary shares as at 23 March 2021 (the last practicable date for which figures are available prior to the publication of this document).

As at close of business on 23 March 2021 the Company did not hold any treasury shares (please refer to the notes to Resolution 15 for further information on treasury shares).

The authority granted by this Resolution will expire on 25 August 2022 or, if earlier, the date of the next Annual General Meeting of the Company.

The Directors have no present intention to exercise any authority to allot or grant Relevant Securities, but wish to retain the flexibility to do so should appropriate business opportunities arise.

Resolutions 14 and 15 comply with Investment Management 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:

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

(b) 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

(2) the allotment (otherwise than pursuant to paragraph (1) above) of equity securities up to an aggregate nominal amount of £995,450.

The power granted by this Resolution will expire on 25 August 2022 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.

This Special Resolution seeks the renewal of the Directors' power to allot equity securities or sell any treasury shares held for cash without it being necessary to first offer them to existing shareholders in certain circumstances. The current authority of the Directors in this regard expires at the conclusion of the Annual General Meeting. The Resolution limits the power given to the Directors to:

(a) the allotment of ordinary shares in connection with a rights issue or other proportionate general offer to shareholders; and
(b) the allotment (otherwise than pursuant to (a) above) of ordinary shares up to an aggregate nominal value of £995,450 which is 5% of the Company's issued share capital as at 23 March 2021 (the last practicable date for which figures are available prior to the publication of this document).

As the pre-emption rights referred to in this Resolution apply to the sale of any shares held in treasury in the same way as to an issue of new shares for cash this Resolution also ensures that the authority given applies to any sale of treasury shares that the Company may hold in the future as well as to the issue of new shares for cash.

The power conferred by this Resolution will expire at the conclusion of the Annual General Meeting to be held in 2022 or on 25 August 2022, whichever is the earlier.

Your Directors have no present intention to exercise this authority and, if they do exercise it, will ensure that, other than in relation to a rights issue, no more than 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) will be issued in any rolling three-year period and will comply with the relevant Institutional Investment Committee guidelines in this regard.

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:

(1) the maximum aggregate number of ordinary shares that may be purchased is 3,981,799;
(2) the minimum price (excluding expenses) which may be paid for each ordinary share is 25p;
(3) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:

(a) 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
(b) the value of an ordinary share calculated on the basis of the higher of the price of:

(i) the last independent trade of; and
(ii) the highest current independent bid for;

any number of the Company's ordinary shares on the trading venue where the purchase is carried out.

The authority conferred by this Resolution will expire on 25 August 2022 or, if earlier, at the conclusion of the Company's next Annual General Meeting save that the Company may, before the expiry of the authority granted by this Resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

At the Annual General Meeting of the Company held on 23 June 2020 the Company was given authority to make market purchases of up to 3,972,597 of its ordinary shares being 5% of the Company's then issued share capital.

That authority expires at the conclusion of this Annual General Meeting and Resolution 16, which will be proposed as a Special Resolution, seeks a new authority to make market purchases of up to 3,981,799 of its ordinary shares, representing 5% of the Company's issued share capital as at 23 March 2021. This authority (as in the case of the previous authority) specifies the minimum and maximum prices at which such ordinary shares may be purchased.

Your Directors have no current proposals to exercise these powers. Their intention is to exercise these powers of purchase only after careful consideration and in circumstances where, in the light of market conditions prevailing at the time, they are satisfied that it is likely to result in an increase in earnings per share and is in the best interests and to the benefit of the shareholders generally to do so.

If the power to buy back shares is exercised the Company may either cancel any shares so purchased or hold such shares in treasury. Shares held in treasury may be cancelled or resold for cash but rights attaching to them (including rights to vote and receive dividends) are suspended whilst they are held in treasury. Your Directors will have regard to the interests of shareholders and to any Institutional Investment Committee guidelines as to whether any such shares bought back pursuant to the power given by this Resolution are cancelled or held as treasury shares and if held as treasury shares as to any subsequent dealings with such shares.

At 23 March 2021 there were options (but no warrants) outstanding over 1,602,121 shares (2.01% of the Company's issued share capital at that date). If the authority given by this Resolution was fully used these options would represent 2.12% of the Company's issued share capital.

The power conferred by this Resolution will expire at the conclusion of the Annual General Meeting to be held in 2022 or on 25 August 2022, whichever is the earlier.

Resolution 17

That from the date of the passing of this Resolution (but so that the authority given by this Resolution shall expire at the conclusion of the next Annual General Meeting of the Company or 25 August 2022, whichever is the earlier), a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Changes made to the Companies Act 2006 by the Companies (Shareholders' Rights) Regulations 2009 ('the Regulations'), which were introduced on 3 August 2009, increased the required notice period for general meetings to 21 days. Prior to this introduction the Company was able to call general meetings (other than Annual General Meetings) on 14 clear days' notice. The Regulations provide that a Company can, however, reduce the notice period for calling meetings to the shorter period of 14 clear days on two conditions: first that the Company offers a facility for shareholders to vote by electronic means and secondly that there is an annual resolution of shareholders approving such reduction in the required minimum notice period. Accordingly, Resolution 17 seeks the necessary approval to the calling of general meetings other than Annual General Meetings on 14 clear days' notice as your Directors would like to preserve this ability in order to assist the Company to conduct its business and put any necessary matters to shareholders promptly. The approval will be effective until the earlier of the Company's next following Annual General Meeting and 25 August 2022. The Company must also meet the requirements for electronic voting to fulfil the first condition before it can call a general meeting on 14 clear days' notice. Your Directors intend to use this authority only where the shorter notice will be to the advantage of shareholders as a whole or where it is merited by the business of the meeting and the circumstances surrounding the business.

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

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 25 August 2022), 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.

This Ordinary Resolution concerns Part 14 of the Companies Act 2006, which provides that political donations made by a company to political parties, to other political organisations and to independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is not the policy of the Company to make political donations of the type caught by these provisions and the Directors have no intention of changing that policy. However, as a result of the wide definitions in the Act, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local, national and European level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act.

This Resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure. If passed, Resolution 18 would allow the Company and its subsidiaries to make donations to political parties, other political organisations and independent election candidates and to incur political expenditure (as defined in the Act) up to an aggregate limit of £45,000 during the period up 25 August 2022 whilst avoiding inadvertent infringement of the statute. Any political donation made or political expenditure incurred which is in excess of £200 will be disclosed in the Company's Annual Report for the next year, as required by the Act. The authority will not be used to make political donations within the normal meaning of that expression. The Company has not made any political donations in the year under review nor in the period up to the date of this notice and has no plans to do so.

By order of the Board

9 April 2021

C A Henderson

Company Secretary

Registered Office:

Westhaven House

Arleston Way

Solihull

West Midlands

B90 4LH

Further Information

Entitlement to vote

The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the Register of Members of the Company as at close of business on 21 May 2021 or, if the meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting shall be entitled to vote in respect of the number of shares registered in their name at that time. Changes to entries on the Register after close of business on 21 May 2021 or, if the meeting is adjourned, changes to entries in the Register of Members later than 48 hours before the time of any adjourned meeting shall be disregarded in determining the rights of any person to vote.

Proxies

A member entitled to vote on the resolutions is entitled to appoint one or more proxies to vote on his/her behalf provided that (where more than one proxy is appointed) each proxy is appointed. A proxy need not be a member of the Company. A proxy or proxies can only be appointed using the procedures set out on page 11 of this document and in the notes to the Form of Proxy. Please note that the time by which appointments of proxies must be lodged is set out in those procedures.

Nominated persons

Any person to whom the Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. Nominated Persons should contact the registered member by whom they were nominated (or perhaps their custodian or broker) in respect of these arrangements. The only exception to this is where the Company expressly requests a response from a Nominated Person.

The statement of the rights of shareholders in relation to the appointment of proxies in the paragraphs headed 'Proxies' above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

Corporate representatives

Any corporation which is a member of the Company can appoint one or more corporate representatives who may vote on the resolutions on its behalf as a member provided that they do not do so in relation to the same share.

Documents available for inspection at and prior to the AGM

Copies of contracts of service and letters of engagement of the Directors with the Company and the Articles of Association of the Company are available for inspection at the Company's registered office on any weekday (Saturdays, Sundays and Bank Holidays excepted) during normal business hours. Due to current circumstances, should you wish to view these documents, please contact the Company Secretary to ensure appropriate arrangements can be made.

Raising questions

Any member has the right under section 319A of the Companies Act 2006 to ask questions at an AGM and we have arranged for you to be able to submit questions, using the email address [email protected]. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Audit concerns

Under section 527 of the Companies Act 2006 members of the Company meeting the threshold requirements set out in that section (being either (a) a member or members having a right to vote on the resolutions and holding at least 5% of the total voting rights in the Company or (b) at least 100 members having a right to vote on the resolutions and holding, on average, at least £100 of paid up share capital) have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which Annual Accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on a website under section 527 of the Companies Act 2006.

Website information

Information regarding the AGM, including the information required by section 311A of the Companies Act 2006, is available from the Company's website (www.hsholdings.com).

Voting rights

As at 23 March 2021 (the last practicable date for which figures are available prior to the publication of this document) the Company's issued share capital comprised 79,635,981 Ordinary Shares, carrying one vote each and none of such shares were held as treasury shares. Accordingly, the total voting rights in the Company as at 23 March 2021 are 79,635,981.

Contacting the Company

Members who have general queries about the AGM or who wish to raise an audit concern under section 527 of the Companies Act 2006 should contact the Company, either by writing to the Company Secretary at the Company's registered office or by email to [email protected] (please state 'AGM' in the subject line). Any other electronic address provided either in this Notice or any related documents (including the Chair's letter, Form of Proxy or Annual Report and Accounts) may not be used to communicate with the Company for any purpose other than those expressly stated.

Voting by Proxy

As mentioned in the Chair's letter, please complete and return the Form of Proxy.

Appointing a proxy

If you have received a hard copy of this Notice a Form of Proxy will have been enclosed. The Form of Proxy contains instructions on its submission, whether in hard copy form, online by way of the Registrar's website (www.investorcentre.co.uk/eproxy) or via the CREST system. It also contains details of how to appoint more than one proxy. To file a proxy online you will need the Control Number and also your SRN and PIN numbers each of which you will find on any email notification of this Notice or hard copy Form of Proxy that you have received. To be valid proxies must be completed and lodged with the Company's Registrars in accordance with the Explanatory Notes on the Form of Proxy not less than 48 hours before the time appointed for the holding of the AGM. If you have received a hard copy of this Notice a reply paid envelope will also have been provided. If you do not have but require a hard copy Form of Proxy or reply paid envelope or require additional forms (including for the purpose of changing any proxy instructions previously given) please contact Computershare Investor Services PLC (our Registrars) on 0370 707 1058. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Please note that the Form of Proxy invites you to vote in one of three ways: 'For', 'Against' or 'Vote Withheld'. A 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the votes 'For' and 'Against' a Resolution.

Changing proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy please contact our Registrars on the number given above.

Appointment of a proxy by CREST members

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of it by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID Number 3RA50) not later than 48 hours before the time appointed for holding the AGM or any adjournment of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Joint holders and companies

In the case of joint holders the vote of the senior who tenders a vote by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). Seniority is determined by the order in which the names of such joint holders appear in the Register of Members (the first-named being the most senior). The signature of any one joint holder will be sufficient. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which any Form of Proxy is signed (or a notarially certified copy of such power of attorney) must be included with the Form.

Revoking a proxy

In order to revoke a proxy instruction you will need to inform the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment. To be effective any such revocation must be received by the latest time for submission of Forms of Proxy.

AGM Joining Instructions

In order to join the meeting, you will need to visit meetings.computershare.com/M4SNWUP on your device operating a compatible browser using the latest version of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that you check your system capabilities in advance of the meeting day.

If you are a shareholder, you can use your unique Shareholder Reference Number and PIN as displayed on your Form of Proxy. If you are an appointed proxy or a corporate representative you will have had to be provided with a unique control number to enter the meeting. These credentials will be issued one working day prior to the meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please ensure you contact Computershare on the morning of the meeting, but no later than one hour before the start of the meeting.

Appointment of proxies to join the meeting

A MEMBER IS ENTITLED TO APPOINT ANOTHER PERSON AS THEIR PROXY TO JOIN THE ANNUAL GENERAL MEETING. A PROXY NEED NOT BE A SHAREHOLDER OF THE COMPANY. A SHAREHOLDER MAY APPOINT MORE THAN ONE PROXY IN RELATION TO THE ANNUAL GENERAL MEETING PROVIDED THAT EACH PROXY IS APPOINTED TO A DIFFERENT SHARE OR SHARES HELD BY THAT SHAREHOLDER.

Please contact Computershare Investor Services PLC by email on [email protected] or alternatively call 0370 707 1058 or +44 (0)370 707 1058, providing details of your proxy appointment including their email address so that unique credentials can be issued to allow the proxy to access the electronic meeting. Access credentials will be emailed to the appointee one working day prior to the meeting. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding bank holidays).

Appointment of corporate representatives to join the meeting

A CORPORATION WHICH IS A SHAREHOLDER CAN APPOINT ONE OR MORE CORPORATE REPRESENTATIVES AS A MEMBER TO JOIN THE ANNUAL GENERAL MEETING ON ITS BEHALF PROVIDED THAT THEY DO NOT DO SO IN RELATION TO THE SAME SHARE.

Please contact Computershare Investor Services PLC by emailing [email protected] providing details of your appointment including their email address, confirmation of the meeting they wish to join the meeting and a copy of the Letter of Representation, so that unique credentials can be issued to allow the corporate representative to access the electronic meeting. Access credentials will be emailed to the appointee one working day prior to the meeting. If documentation supporting the appointment of the corporate representative is supplied later than the deadline for appointment of a proxy (48 hours prior to the meeting), issuance of unique credentials to access the meeting will be issued on a best endeavours basis.

Accessing the meeting

Access to the meeting via meetings.computershare.com/M4SNWUP will be available from 25 May 2021 at 10.30 a.m. During the meeting, you must ensure you are connected to the internet at all times. Therefore, it is your responsibility to ensure connectivity for the duration of the meeting.

Technical issues

If you experience any technical issues with the site you may either call our registrar on the telephone number provided on the site. If you have technical issues prior to the start of the meeting you should contact our registrar on the shareholder helpline.

Shareholder Notes
13