Hill & Smith PLC — Proxy Solicitation & Information Statement 2026

May 21, 2026

Company No. 671474

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

(the 'Company')

At the Annual General Meeting of the Company, held at Cranmore Park Conference, Event & Exhibition Venue, Cranmore Avenue, Shirley, Solihull B90 4LF on Thursday, 21 May 2026 at 11.00am, the following items of Special Business were duly passed as Ordinary and Special Resolutions:

ORDINARY RESOLUTION

Resolution 15

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, grant rights to subscribe for or to convert any security (as defined below) into Relevant Securities in the Company up to an aggregate nominal amount of £6,597,688 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 30 June 2027 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 during the relevant period which would, or might, require Relevant Securities to be allotted or granted rights to subscribe for or to convert other security into Relevant Securities to be granted after the authority given by this resolution has expired. This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and grant rights but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Relevant Securities means:

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

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

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

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

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

SPECIAL RESOLUTIONS

Resolution 16

That subject to the passing of Resolution 15 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 15 or by way of a sale of treasury shares,

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as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:

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

i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £1,979,306.

The power granted by this Resolution will expire on 30 June 2027 or, if earlier, the conclusion of the Company's next Annual General Meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

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

Resolution 17

That if Resolutions 15 and 16, as set out in the Notice of Meeting, are passed, the Directors be authorised pursuant to section 570 of the Companies Act 2006 in addition to any authority granted under Resolution 16 as set out in the Notice of Meeting to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the general authority given by Resolution 15, as set out in the Notice of Meeting, and/or empowered pursuant to section 573 of the Companies Act 2006 to sell ordinary shares (as defined in section 724 of the Companies Act 2006) for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to:

a) be limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,979,306, representing 10% of the issued share capital at 25 March 2026;
b) be used only for the purpose of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which Directors determine to be an acquisition or another capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
c) expire at the end of the next Annual General Meeting of the Company or, if earlier the close of business on 30 June 2027 but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) under such offer or agreement as if the authority had not expired.

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Resolution 18

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 25 pence each provided that:

a) the maximum aggregate number of ordinary shares that may be purchased is 7,917,226;
b) the minimum price (excluding expenses) which may be paid for each ordinary share is 25 pence;
c) the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:

i) 105% of the average of the middle market value of an ordinary share in the Company as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the market purchase by the Company is carried out.

The authority conferred by this Resolution will expire at the conclusion of the 2027 Annual General Meeting or, if earlier, on 30 June 2027 save that the Company may, make a contract to purchase ordinary shares under this authority before the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract.

Resolution 21

That the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than an annual general meeting) on not less than 14 clear days' notice, provided that the authority shall expire at the conclusion of the 2027 Annual General Meeting or 30 June 2027, whichever is the earlier.

ORDINARY RESOLUTIONS

Resolution 19

That the rules of the Hill & Smith US Employee Stock Purchase Plan (the 'ESPP'), produced in draft to the meeting and a summary of the main provisions of which is set out in the Appendix to this Notice of Meeting, be approved and the Directors of the Company be authorised to:

a) do all such acts and things necessary to establish and give effect to the ESPP; and
b) establish schedules to, or further incentive plans based on, the ESPP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the ESPP.

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Resolution 20

That the Company and all those companies that are subsidiaries of the Company at any time during the period for which this Resolution has effect, for the purposes of section 366 of the Companies Act 2006, 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 Companies Act 2006), 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 Companies Act 2006), not exceeding £15,000 in aggregate; and

c) incur political expenditure (as such term is defined in section 365 of the Companies Act 2006), not exceeding £15,000 in aggregate,

during the period beginning with the date of the passing of this Resolution and ending at the end of the Company's next Annual General Meeting after this Resolution is passed (or, if earlier, at the close of business on 30 June 2027), 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.