Hill & Smith : 2023 Notice of Annual General Meeting - Appendix (CSOP Rules)

RULES OF THE

HILL & SMITH 2023 EXECUTIVE SHARE OPTION SCHEME

Approved by the shareholders of Hill & Smith plc on [ ] May 2023

Adopted by the board of directors of Hill & Smith plc on [ ] May 2023

Expiry date: [ ] May 2033

Schedule 4 CSOP registered with HMRC with reference [ ]

Contents

1.	DEFINITIONS AND INTERPRETATION	1
2.	GRANT OF OPTIONS	5
3.	PERFORMANCE CONDITIONS	5
4.	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	6
5.	INDIVIDUAL LIMIT	6
6.	SCHEME LIMITS	6
7.	REDUCTION FOR MALUS AND CLAWBACK	7
8.	VESTING AND EXERCISE	9
9.	SUSPENSION OF AWARDS	10
10.	TAXATION AND REGULATORY ISSUES	11
11.	CASH EQUIVALENT/NET SETTLEMENT	11
12.	CESSATION OF EMPLOYMENT	12
13.	LEAVERS - POST-CESSATION SHAREHOLDING REQUIREMENTS	14
14.	CORPORATE EVENTS	14
15.	CORPORATE EVENTS - ADDITIONAL PROVISIONS	16
16.	ADJUSTMENTS	17
17.	AMENDMENTS	17
18.	LEGAL ENTITLEMENT	18
19.	GENERAL	19
APPENDIX CSOP OPTIONS	15

THE HILL & SMITH 2023 EXECUTIVE SHARE OPTION SCHEME

1. DEFINITIONS AND INTERPRETATION

1.1 In this Scheme, unless otherwise stated, the words and expressions below have the following meanings:

"Board"	the board of the Company or any duly authorised
	committee of the board;
"Company"	Hill & Smith plc registered in England and Wales
	under number 00671474;
"Control"	the meaning given by section 995 of the Income
	Tax Act 2007;
"Dealing Day"	any day on which the London Stock Exchange is
	open for business;
"Dealing Restrictions"	restrictions imposed by the Company's share
	dealing code, the Listing Rules or any applicable
	laws or regulations which impose restrictions on
	share dealing;
"Eligible Employee"	an employee (including an executive director) of
	the Company or any of its Subsidiaries;
"Exercise Period"	the period during which an Option may be
	exercised;
"Exercise Price"	the price per Share payable to exercise an Option
	as determined by the Board in accordance with
	rule 2.6, as adjusted from time to time in
	accordance with the rules of the Scheme;
"FCA"	the Financial Conduct Authority (or other relevant
	authority) in exercise of its primary market
	functions;
"GDPR"	the retained EU law version of the EU General
	Data Protection Regulation 2016/679;
"Grant Date"	the date on which an Option is granted;
"Grant Period"	the period of 42 days commencing on:
	i)	the day on which the Scheme is approved
		by shareholders of the Company in general
		meeting;
		1

	ii)	the Dealing Day after the day on which the
		Company makes an announcement of its
		financial results for any period;
	iii) any day	on	which	any change	to any
		relevant	legislation	affecting	employees'
		share schemes is proposed or made;
	iv) in relation to a particular person, the day on
		which that person becomes an Eligible
		Employee; or
	v)	any day on which the Board resolves that
		exceptional	circumstances	exist	which
		justify the grant of Options,
	unless the Company is restricted from granting
	Options under the Scheme during the periods
	specified above as a result of any Dealing
	Restrictions, in which case the relevant Grant
	Period will be 42 days commencing on the
	Dealing Day after such Dealing Restrictions are
	lifted;
"Group Member"	the Company, any Subsidiary of the Company,
	any company which is (within the meaning of
	section 1159 of the Companies Act 2006) the
	Company's holding company or a Subsidiary of
	the Company's holding company or, if the Board
	so determines, any body corporate in relation to
	which the Company is able to exercise at least
	20% of the equity voting rights and "Group" will
	be construed accordingly;
"Internal Reorganisation"	where immediately after a change of Control of
	the Company, all or substantially all of the issued
	share capital of the acquiring company is owned
	directly or indirectly by the persons who were
	shareholders in the Company immediately before
	the change of Control;
"Listing Rules"	the FCA's listing rules, as amended from time to
	time;
"Market Value"	in relation to a Share on any day an amount equal
	to:

i) if the Shares are quoted in the London Stock Exchange Daily Official List:

2

1. 1. the middle market quotation (as derived from that List) of a Share on the Dealing Day immediately preceding the relevant date; or
   2. if the Board so determines the average of the closing middle market quotations (as so derived) of a Share for a number of Dealing Days within a period not exceeding 5 days immediately preceding the relevant date; and
2. subject to (i) above, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 on the relevant date (or such earlier date as determined by the Board);

"Normal Vesting Date" the date on which an Option will normally Vest, which:

1. in respect of an Option which is subject to the satisfaction of a Performance Condition will be the later of:
2. 1. the date on which the Board determines that the Performance Condition has been satisfied in accordance with rule 8.1;
   2. the date on which the Board determines whether an adjustment should be made in accordance with rule 8.2; and
   3. the third anniversary of the Grant Date,

(or such later date determined by the Board and notified to the Participant in accordance with rule 2.3); and

1. in respect of an Option which is not subject to the satisfaction of a Performance Condition, the third anniversary of the Grant Date (or such other date determined by the Board and notified to the Participant in accordance with rule 2.3);

3