AGM Information • Apr 11, 2025
AGM Information
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Notice of Annual General Meeting 2025
Ibstock Plc 54 Hatton Garden London EC1N 8HN
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 the document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your Ibstock Plc shares, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass them to the person who now holds the shares.
You will not have received a hard copy proxy form for the 2025 AGM in the post. You can instead submit your proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link. You will require your username and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you have not previously registered to use the portal, you will require your investor code (IVC) which can be found on your share certificate or dividend notification. Proxy votes should be submitted as early as possible and in any event, no later than 12.00 p.m. on 13 May 2025. You may request a hard copy proxy form directly from the Registrars, MUFG Corporate Markets by emailing [email protected] calling 0371 664 0391, or by post at MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
If you hold shares in CREST you can use the CREST electronic proxy appointment service. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform. Further details on how to do this are set out in the notes on page 7.
(incorporated in England and Wales under number 09760850)
Registered Office: Leicester Road, Ibstock, Leicestershire, LE67 6HS, United Kingdom
To the shareholders of Ibstock Plc (the 'Company')
11 April 2025
Dear Shareholder,
The Annual General Meeting ('AGM' or 'Meeting') of the Company will be held at 12:00 p.m. on Thursday 15 May 2025 at 54 Hatton Garden, London, EC1N 8HN.
We warmly invite you to our 2025 AGM and hope you will be able to join us for the meeting. However, if you are unable to do so, your vote remains important to us and we strongly encourage you to ensure that your vote is registered. More information on how to do this is found below.
In the event that changes are required to the details of the AGM (for example as a result of health guidance) we will publish the relevant information on the Company's website, www.ibstock.co.uk, and make an announcement to the London Stock Exchange via the regulatory information service. Please check the Company's website in advance of the Meeting in case there are any changes made to the arrangements of the AGM.
Our Shareholder views and questions are very important to us so if you are unable to attend the AGM and would like to ask a question on the business of the Meeting please submit your question to [email protected] prior to the start of the AGM. We will endeavour to answer as many questions as possible, prior to and during the meeting, and will respond by email if we are unable to do so.
If you are unable to attend the AGM in person, we strongly encourage you to vote in advance by appointing the Chair or another duly nominated person as your proxy (or proxies) to attend and vote on your behalf. Details on how to do so by post, online, through CREST, or via Proxymity are set out below and in the general notes on page 7.
The formal Notice convening the AGM and which sets out the business to be considered can be found on pages 3 and 4 of this document along with explanatory notes to the resolutions on pages 5 and 6. General notes relating to the AGM are on pages 7 and 8. Voting on all resolutions will be by way of a poll.
If you have elected to receive hard copy information from the Company, the Annual Report and Accounts 2024 (the 'Annual Report') is enclosed with this document. Shareholders who have not made such an election can view or download the Annual Report from our website (www.ibstock.co.uk). Ibstock is committed to reducing paper and improving efficiency wherever possible in its communications with shareholders. As part of this we are no longer sending paper proxy forms to shareholders unless specifically asked to do so. Advice on how to request a paper proxy is set out in note 4 on page 7 of this Notice.
Your vote is important to us and we encourage you to submit your proxy vote in one of the following ways:
Please note that the deadline for the receipt by our Registrars of all proxy appointments is 12:00 p.m. on Tuesday 13 May 2025 (48 hours before the start of the meeting). The results of the AGM will be announced through an RIS announcement and on the Company website, as soon as practicable after the AGM.
Your Board considers that all resolutions set out in this notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors recommend shareholders to vote in favour of these resolutions, as they intend to do in respect of their own beneficial shareholdings.
Yours faithfully,
Jonathan Nicholls
Chair
NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of Ibstock Plc will be held at 12:00 p.m. on Thursday 15 May 2025 at 54 Hatton Garden, London, EC1N 8HN to consider and, if thought fit, pass the following resolutions.
Resolutions 1 to 19 will be proposed as ordinary resolutions of the Company and Resolutions 20 to 23 will be proposed as special resolutions of the Company.
THAT the Ibstock 2025 Annual and Deferred Bonus Plan ("ADBP"), summarised in Appendix 2 to this notice, and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair, be approved and the Board be authorised to do all such acts and things necessary or desirable to establish the ADBP.
THAT the Ibstock 2025 Sharesave Plan ("Sharesave"), summarised in Appendix 3 to this notice, and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair, be approved and the Board be authorised to do all such acts and things necessary or desirable to establish the Sharesave.
THAT the Board be hereby authorised to adopt further plans based on the ADBP and/or Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the ADBP or Sharesave.
For the purpose of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.
That
(a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
continued
That:
(a) in addition to any authority granted under Resolution 20, the Directors be given power:
That a General Meeting (other than an AGM) may be called on not less than 14 clear days' notice.
By order of the Board,
Group Company Secretary
Registered office: Leicester Road Ibstock, Leicestershire LE67 6HS United Kingdom
Registered number 09760850
11 April 2025
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 20 to 23 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Directors must present the Company's Annual Accounts and Reports to the AGM.
Shareholders are asked to approve the Directors' Remuneration Report that appears on pages 86 to 110 of the Annual Report and Accounts 2024 (excluding the part containing the Directors' Remuneration Policy). This vote is advisory, and the Directors' entitlement to remuneration is not conditional on it.
Shareholders are asked to approve the Directors' Remuneration Policy which is set out in full in the Directors' Remuneration Report on pages 93 to 101 of the Annual Report and Accounts 2024. Once the Directors' Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company.
The Board proposes a final dividend of 2.5p per ordinary share. If approved, the dividend will be paid on 30 May 2025 to all shareholders who were on the Register of Members at close of business on 9 May 2025.
The Company's Articles of Association require all Directors to retire at each AGM and those wishing to serve again to submit themselves for election or re-election. Accordingly, all the Directors are retiring from office and submitting themselves for re-election by the shareholders at the 2025 AGM.
A summary of the skills and experience of each Director, which, in the Board's view illustrates why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, can be found in Appendix 1 to this document.
The Chair has confirmed that, following formal performance evaluation, the performance of all Directors continues to be effective and to demonstrate commitment to the role.
Following the recommendation of the Audit Committee, the Board is proposing the re-appointment of Deloitte LLP as the Company's auditor.
Resolution 14 authorises the Audit Committee to determine the auditor's remuneration.
Resolution 15 seeks shareholder approval for the adoption of a new annual and deferred bonus plan, the Ibstock 2025 Annual and Deferred Bonus Plan ("ADBP").
The Company's current annual and deferred bonus plan ("Current ADBP") expires in October 2025 and needs to be renewed. The renewed ADBP will have broadly the same terms as the Current ADBP, with a number of changes to align the ADBP with current market practice and with the Company's long term incentive plan where appropriate.
A summary of the main features of the rules of the ADBP can be found in Appendix 2 of this notice. The rules of the ADBP will be available for inspection as set out in note 23.
The Company also currently operates the Ibstock plc Sharesave Plan ("Current Sharesave") which needs to be renewed as the plan will expire in October 2025. Shareholder approval is being sought to renew the Current Sharesave to enable the Company to be able to continue to grant options under the plan on a similar basis under a renewed plan.
A summary of the main features of the rules of the Sharesave can be found in Appendix 3 of this notice. The rules of the Sharesave will be available for inspection as set out in note 23.
In addition, authority is also being sought to establish share plans comparable to the ADBP and Sharesave for employees working overseas in future should this be necessary.
Part 14 of the Companies Act 2006, amongst other things, prohibits the Company and its subsidiaries from making EU political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.
Neither the Company nor any of its subsidiaries has any intention of making any political donations or to incur any political expenditure. However, the Companies Act 2006 defines "political party", "political organisation", "political donation" and "political expenditure" widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.
Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred.
As permitted under the Companies Act 2006, the resolution covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the next AGM of the Company or, if earlier, at close of business on 1 July 2026.
At the 2024 AGM, the Directors were authorised, under section 551 of the Companies Act 2006, to allot ordinary shares without the prior consent of shareholders for a period expiring at the conclusion of the AGM to be held in 2025 or, if earlier, the close of business on 1 July 2025. It is proposed to renew this authority.
Paragraph (a)(i) of Resolution 19 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £1,313,446 representing approximately one-third of the Company's existing issued share capital (less treasury shares) and calculated as at 31 March 2025 (being the latest practicable date prior to publication of this document). In accordance with institutional guidelines issued by the Investment Association, paragraph (a)(ii) of Resolution 19 will allow Directors to allot, including the ordinary shares referred to in paragraph (a)(i) of Resolution 19, further of the Company's ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £2,626,892, representing approximately two-thirds of the Company's existing issued share capital (less treasury shares) and calculated as at 31 March 2025 (being the latest practicable date prior to publication of this document).
The Directors have no present intention of exercising this authority but believe that it is in the best interests of the Company to have the authority available so that the Board has the flexibility to issue shares at short notice and without the need for a general meeting should the Board determine that it is appropriate to do so. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.
As at 31 March 2025 (being the latest practicable date prior to publication of this document), the Company held 15,597,782 shares in treasury.
Resolution 19 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 1 July 2026.
continued
At the 2024 AGM, a special resolution was passed, under sections 570 to 573 of the Companies Act 2006, empowering the Directors to allot equity securities for cash without first being required to offer such shares to existing shareholders.
It is proposed that this authority also be renewed in line with institutional guidelines. If approved, the resolution will authorise the Directors, in accordance with the Articles of Association, to issue shares in connection with a rights issue or other pre-emptive offer and otherwise to issue shares for cash up to a maximum nominal amount of £204,815 which includes the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The £204,815 maximum nominal amount of equity securities to which this authority relates represents approximately 5% of the issued share capital of the Company as at 31 March 2025 (being the latest practicable date prior to publication of this document).
The Directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Pre-emption Group's Statement of Principles) without prior consultation with shareholders.
Resolution 20 will be proposed as a special resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 1 July 2026.
Resolution 21 requests further shareholder approval, by way of a separate special resolution in line with the best practice guidance issued by the Pre-emption Group, for the Directors to allot equity securities or sell treasury shares for cash without first being required to offer such securities to existing shareholders.
The proposed resolution reflects the Pre-emption Group's 2015 Statement of Principles for the disapplication of pre-emption rights (the "Statement of Principles") and will expire on 1 July 2026 or at the conclusion of the AGM in 2026, whichever is the earlier.
The authority granted by this resolution, if passed:
The authority granted by this resolution would be in addition to the general authority to disapply pre-emption rights under Resolution 20.
The maximum nominal value of equity securities which could be allotted if both authorities were used would be £409,631, which represents approximately 10% of the issued share capital of the Company as at 31 March 2025 (being the latest practicable date prior to publication of this circular).
A special resolution is proposed, in line with market practice, to authorise the purchase of the Company's own shares in the market. The power given by the resolution will only be exercised if the Directors are satisfied that any purchase will increase the earnings per share of the ordinary share capital in issue after the purchase and, accordingly, that the purchase is in the interests of shareholders. The Directors will also give careful consideration to gearing levels of the Company and its general financial position. The purchase price would be paid out of distributable profits.
The Companies Act 2006 permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under the Company's employees' share schemes. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.
If the Directors exercise the authority conferred by this resolution, they may consider holding those shares in treasury, rather than cancelling them.
The Directors believe that holding shares in treasury would provide the Company with greater flexibility in the management of its share capital. The Directors will also consider using the treasury shares to satisfy share options/awards under the Company's employees' share schemes.
The maximum number of shares which may be purchased under the proposed authority will be 39,403,381 shares representing approximately 10% of the issued ordinary share capital (less treasury shares) of the Company as at 31 March 2025. The price paid for shares will not be less than the nominal value (of 1p per share) nor more than the higher of:
The total number of options to subscribe for ordinary shares that were outstanding at 31 March 2025 (being the latest practicable date prior to publication of this circular) was 4,931,993. The proportion of issued share capital that they represented at that time was 1.20% and the proportion of issued share capital that they will represent if the full authority to purchase shares (existing and being sought) is used is 1.33%.
This resolution will be proposed as a special resolution. The authority will expire on 1 July 2026 or, if earlier, at the conclusion of the next year's AGM.
Resolution 23 – Notice period for General Meetings (special resolution)
The notice period required by the Companies Act 2006 for General Meetings of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (AGMs must always be held on at least 21 clear days' notice). This resolution, if passed, authorises the calling of General Meetings other than an AGM on not less than 14 clear days' notice, and will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. In order to be able to call a General Meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.
If you have not previously registered to use the portal you will require your investor code (IVC) which can be found on your share certificate or dividend notification. Proxy votes should be submitted as early as possible and in any event, no later than 12.00 p.m. on 13 May 2025. The Company will not accept any communication that is found to contain a computer virus.
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.
Continued
The Company may not require the members requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006, and it must forward the statement to the Company's auditors 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 under section 527 of the Companies Act 2006 to publish on its website.
Chair Designate
Committee memberships:
Nomination Committee
BA (Hons), FCIPD Chief Executive Officer
2 January 2018 (CEO since 4 April 2018)
• Director (Officer) of the Construction Products Association
BSc, ACA Chief Financial Officer
1 August 2019 (CFO since 31 August 2019)
None
• None
Senior Independent Director
Remuneration Committee Audit Committee Nomination Committee Sustainability Committee
BSc, MEng, MBA Independent Non-Executive Director
26 November 2021
Remuneration Committee Audit Committee Nomination Committee Sustainability Committee
• Non-Executive Director of Wolseley Jersey Limited
Independent Non-Executive Director
1 January 2017
Chair of the Audit Committee Remuneration Committee Nomination Committee
BSc (Hons), MBA
Date appointed to the Board: 1 September 2018
Chair of Sustainability Committee Remuneration Committee Audit Committee Nomination Committee
MA, MBA, FCMA Independent Non-Executive Director
29 March 2023
Chair of the Remuneration Committee Audit Committee Nomination Committee
The ADBP has two parts to it – (1) the Company's annual discretionary bonus plan and (2) mechanics to defer bonus into share awards.
All employees of the Group (excluding non-executive directors and employees working their notice) will be eligible to participate in the ADBP.
Participants selected to participate in the ADBP for a financial year of the Company will be eligible to receive an annual bonus if certain performance conditions set for that financial year are met. The maximum bonus (including any part of the bonus deferred into an ABP Award) deliverable under the ADBP cannot exceed any limit set in the Company's directors' remuneration policy from time to time.
Generally, if a participant leaves or is under notice (given or received), they are not eligible to receive a bonus. If they leave in the circumstances set out below, the Company's remuneration committee ("Committee") may allow them to remain eligible for an annual bonus, payable at the normal payment time, subject to performance and, unless the Committee decides otherwise, pro-rated for time:
Special provisions also allow early decisions on annual bonus and timing of payment in the event of a change of control, reconstruction or winding up of the Company or similar events.
Malus and clawback provisions apply to a bonus awarded under the ADBP as described below.
The Committee can decide that a portion of a participant's annual bonus will be deferred into an award over ordinary shares in the Company ("Shares") under the deferred bonus part of the plan.
No awards may be granted after 10 years from the date shareholders approve the ADBP. Awards may be granted to employees below executive director level at any time when there are no dealing restrictions. For executive directors, awards may only be granted during the period of 42 days beginning with:
at any other time when the Committee considers that the circumstances are sufficiently exceptional.
Awards may be in several forms, including as nil-cost share options, conditional awards of Shares or forfeitable Shares. Awards are personal to the participant and may not be transferred during their lifetime. Benefits under the ADBP are not pensionable.
The aggregate market value of Shares in respect of which awards are granted to an employee in any financial year shall not be greater than the applicable limits set out in the Directors' remuneration policy as at the grant date.
The number of Shares which may be issued on the exercise of options or awards granted in any period of ten years under all the Company's employee share schemes may not exceed such number of Shares as represents 10% of the Company's ordinary share capital in issue on the date of grant of such options or awards.
Market purchase Shares which are transferred from a trust to satisfy awards under the ADBP do not count towards this limit. Shares issued out of treasury to satisfy options under the ADBP will count towards this limit for so long as this is required under institutional shareholder guidelines.
Awards will normally only vest to the extent any conditions are met and will generally vest no sooner than the third anniversary of grant.
To the extent the award vests, Shares will be issued or transferred to the participant, or, in the case of an option, the participant may exercise the option for a period of up to 10 years from the grant date. Instead of issuing or transferring Shares, the Committee can decide to pay a cash amount equal to the value of those Shares (less applicable taxes and social security contributions).
Awards may be granted on the basis that some or all of the Shares which vest will be subject to a holding period, which together with the vesting period, shall not exceed five years from the date on which the awards were granted.
Unless the Committee determines otherwise, participants will receive an amount (in cash, unless the Committee decides it will be paid (in full or in part) in Shares) equal to the value of any dividends which would have been paid on Shares subject to an award which vest by reference to record dates during the period beginning on the grant date and ending on the date on which the award vests or, if there is a holding period applicable to an award, the end of that holding period. This amount may assume the reinvestment of dividends and exclude or include special dividends. In the case of a forfeitable award, the Committee may determine whether or not the participant will, before the vesting of the forfeitable award (as applicable), retain or waive any dividends due on the Shares which are subject to the forfeitable award, or instead use those dividends to buy additional Shares, which will form part of the award.
In certain circumstances, the Committee may within five years of the payment of an annual bonus or grant of an award (a) reduce a bonus or an award (to zero if appropriate); (b) impose additional conditions on receipt of the bonus or on an award; or (c) require that the participant either returns some or all of the Shares acquired under the award or makes a cash payment to the Company in respect of the Shares delivered or annual bonus paid. The Committee may only invoke these malus and clawback provisions in the following circumstances:
Main Terms of the Rules of the Ibstock 2025 Annual and Deferred Bonus Plan continued
If a participant leaves for any of the reasons set out below, an award will vest on its normal vesting date(s), unless the Committee decides otherwise. It will vest to the extent that any applicable conditions have been met and, unless the Committee determines otherwise, pro-rated for time:
If a participant leaves for any other reason, any awards held by them (whether vested or not) lapse on the earlier of the date of cessation of employment and the date on which the participant gives or is given notice of termination of employment.
In the event of a change in control, demerger, delisting, special dividend or other event which affects the current or future value of an award, awards will typically vest pro rata for time and to the extent any applicable conditions have been met. The Committee has discretion to adjust the level of vesting where it considers appropriate. In the event of an internal reorganisation, the Committee has discretion to require participants to rollover their awards.
At its discretion, the Committee may decide at the point of vesting (or exercise as the case may be) that an award should be settled in cash (in whole or part) equal to the market value of the Shares subject to the award.
In the event of any variation in the share capital of the Company, or in the event of a demerger, special dividend, or other similar event which affects the market price of shares to a material extent, the Committee may make such adjustments as it considers appropriate to the number of shares subject to an award.
The Committee may at any time amend the ADBP. The prior approval of the shareholders in general meeting must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining participant's entitlement to, and the terms of, Shares provided under the ADBP, and the adjustments that may be made in the event of any variation of share capital. Minor amendments to benefit the administration of the ADBP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company or any group member, do not require the approval of the Company in general meeting.
The Sharesave is an all-employee savings-related share option plan.
An individual must be a UK resident tax-paying employee or full-time director of the Company or a participating subsidiary and who has been an employee or full-time director for a qualifying service period (not exceeding five years) as the Board may determine. An individual is a full-time director if they are obliged to devote not less than 25 hours per week to their duties with the company concerned. The Board can decide which subsidiaries participate in the Sharesave.
The Board may invite all eligible employees to apply for options at any time when there are no dealing restrictions. For executive directors, invitations may only be issued during the period of 42 days beginning with: the date on which the Sharesave or an amendment to it is approved by shareholders; the dealing day immediately after the date of the announcement of the Company's results for any financial period; or at any other time when the Board considers that the circumstances are sufficiently exceptional.
No options may be granted after 14 May 2035 (that is, the period of ten years from the date on which the Sharesave is approved by shareholders of the Company). Options granted under the Sharesave are personal to the optionholder and, except on the death of the optionholder, may not be transferred. Options granted under the Sharesave are not pensionable.
An eligible employee who applies for an option under the Sharesave must also enter into a savings contract for a specified period of three or five years. The Board has discretion to determine which of the savings contracts will be available in respect of any invitation to apply for options. Under this contract, the employee will agree to make monthly savings contributions of a fixed amount which may not exceed the statutory maximum (currently, £500 per month) nor fall below £5 per month. Shares in the Company may only be acquired under the Sharesave on the exercise of the options using the payment under this contract. Payment will be taken as including any interest or bonus payable under the savings contract.
The Board shall determine the price payable for each share under option, provided that the price shall not be less than:
The number of shares which may be issued on the exercise of options or awards granted in any period of ten years under all the Company's employee share schemes may not exceed such number of shares as represents 10% of the Company's ordinary share capital in issue on the date of grant of such options or awards.
Market purchase shares which are transferred from a trust to satisfy options under the Sharesave do not count towards this limit. Shares issued out of treasury to satisfy options under the Sharesave will count towards this limit for so long as this is required under institutional shareholder guidelines.
Applications to participate in the Sharesave may be scaled down by the Board if applications exceed the number of shares available for the grant of options. The ways in which scaling down may be carried out are set out in the rules of the Sharesave.
An option may not normally be exercised until the optionholder has completed their savings contract (which will usually be three or five years from the date of commencement of the savings contract) and then not more than six months thereafter. Special provisions allow early exercise in the case of death, injury, disability, redundancy, retirement or because the company or the business which employs the optionholder is transferred out of the group.
If an optionholder ceases employment for any other reason, their option will lapse. Special provisions also allow early exercise in the event of a change of control, reconstruction or winding up of the Company. Internal reorganisations do not automatically trigger the early exercise of options.
In the event of an increase or variation of the share capital of the Company, the Board may make such adjustments as it considers appropriate to the number of shares under option and the price at which they may be acquired.
The Board may at any time amend the Sharesave. The prior approval of the Company in general meeting is required for an amendment to the advantage of option holders to the provisions relating to eligibility, individual and overall limits, the basis for determining a participant's entitlement to, and the terms of, shares provided under the Sharesave, and the adjustments that may be made in the event of a variation of capital. Minor amendments to benefit the administration of the Sharesave, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or any member of the group do not require the approval of the Company in general meeting.

Ibstock Plc Leicester Road Ibstock, Leicestershire LE67 6HS T: +44 (0)1530 261 999 www.ibstock.co.uk
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