2020 Sharesave - YBS Share Plans

SAVE FOR THE THINGS THAT MAKE YOU SMILE.

2020 SharesaveMears group plc savingrelated share option scheme (sharesave)

THE MAIN FEATURES OF SHARESAVESharesave is a simple way of saving money direct from your net salary for 3 years, in order to buy Mears Group PLC (Mears) shares at a price that is fixed and discounted at the outset.

f Savings are taken directly from your net pay from as little as £5 per month

f The Mears share price is fixed now and discounted by 20%. This is known as the ‘Option Price’

f No obligation to buy shares. If the share price goes down you can simply get a refund of your savings in cash

f A great way to become a Mears shareholder

f You have a choice of how much you want to save between £5 and £500 a month

f You can close your account at any point and take back all your savings to date

DON’T MISS OUTJoin by 5pm on Friday 25th

September 2020

If more shares are applied for than are available, the amount that you are able to save each month will be reduced and so will the number of shares that you will be able to buy at the end of the savings contract. If this happens, you will be advised when you receive your Option Certificate. This is known as ‘scaling down’.

WHAT IS SHARESAVE?

SAVE MONEY Save a fixed amount between £5 and £500 each month from your net pay for three years. You can choose to save up to £18,000 over three years. You can’t change the amount you save once the scheme starts so choose an amount you can comfortably afford for the duration of your savings term.

BUY SHARES You will have the opportunity to buy Mears shares at the end of your savings period at a price that is fixed now and discounted to the market price by 20%. This is known as the Option Price. You don’t have to buy shares at the end of the scheme and can simply take your savings back.

PROTECTED Your savings are held in a personal savings account with Yorkshire Building Society and are protected by the Financial Services Compensation Scheme up to a total of £85,000. Your savings amount will be deducted from your net pay from November 2019 onwards.

Sharesave is open to all colleagues on the UK company payroll on or before 7 September 2020.

Please note that any bonus and early closure interest rates for the Sharesave scheme are determined by HM Revenue & Customs (HMRC).

The bonus rate for the 3 year scheme is currently set at zero and the early closure interest for all savings contracts is also currently set at zero percent. As the HMRC Sharesave bonus and early closure interest rate is currently set at zero, you will not receive interest on your savings. Therefore should you decide not to buy your shares at maturity due to share price performance, the return from your savings account will be less than that of an ordinary interest bearing savings account over the same period.

Please note that share prices can fall as well as rise, therefore you should check the price of Mears shares regularly before deciding whether or not to buy the shares. Past performance is not necessarily an indication of future performance.

Scenario: C

WHO IS ELIGIBLE?All colleagues on the UK company payroll on or before 7 September 2020.

HOW MANY SHARES CAN I BUY?This depends on how much you save. Take your total savings amount over the 3 years and divide this amount by the Option Price. This is the number of shares you will be able to buy.

For example:

If you decide to save £50 per month over 3 years:

Total savings - £50 x 36 months = £1,800

Number of shares under option = £1,800/Option Price (found on the invitation letter)

When your Scheme matures (at the end of the savings term), details of how to buy the shares, along with your other choices, will be explained to you. You don’t have to decide straight away; you have six months to make your mind up.

If the Mears share price is higher than the fixed Option Price you may decide to buy the shares.

AM I LIKELY TO RECEIVE ALL THE SHARES THAT I APPLY FOR?The Group is restricted as to the number of share options that it can issue. If more shares are applied for than are available, then the amount that you are able to save each month will be reduced and so will the number of shares that you will be able to buy at the end of the savings contract. If this happens, you will be advised when you receive your Option Certificate. This is knows as ‘scaling down’.

HOW IS THE OPTION PRICE CALCULATED?The fixed Option Price is shown on the invitation letter. This was the Mears closing share price on the dealing day immediately preceding the invitation date, minus the 20% discount.

The maximum total savings amount across all Sharesave schemes in which you participate at any one time is £500 per month. If you are participating in any other schemes, they will count towards your £500 maximum total savings amount.

If the total of your September 2020 application plus any existing monthly savings exceeds £500, we will automatically reduce your application to the amount available to remain within the combined £500 per month limit.

WHAT HAPPENS IF I LEAVE MEARS?If you leave Mears before the end of your 3 year savings term because of redundancy, injury, disability, retirement by agreement with the company, or if the company or business for which you work is sold out of Mears Group you will be able to buy a reduced number of Mears shares within 6 months of leaving. You can add up to 6 further payments privately during this period. Alternatively you could take back all of your savings to date.

If you leave Mears through resignation or dismissal, you will not be able to buy Mears shares, but you may withdraw your savings at any time.

If you do not return after maternity leave and your options have been for 3 years from the date of grant, you will be able to buy a reduced number of Mears shares within 6 months of leaving. You can add up to 6 further payments privately during this period. Alternatively you could take back all of your savings to date.

A CLOSER LOOK

CAN I LEAVE A PREVIOUS SHARESAVE SCHEME AND JOIN THIS ONE?Yes. If you would like to leave a previous scheme you can call the YBS Share Plans Helpline on 0345 1200 300. Lines are open 9am to 5pm Monday to Friday and 9am to 1pm on Saturday. They will be able to let you know when the payments will stop, when you’ll receive your refund of total savings from the closed scheme and what your new maximum monthly savings for this scheme will be. This will need to be done by 25 September 2020.

WHAT HAPPENS IF I WANT TO TAKE A BREAK FROM MY CONTRIBUTIONS?You can suspend up to a maximum of 12 contributions during your savings contract, but you must complete the total number of monthly payments required for the 3 year term before you can buy shares. For each payment you suspend, your contract will be extended by one month to allow you to make up payments at the end of the contract. If you miss more than 12 payments, your Sharesave account will forfeit and you will lose your right to buy shares. You can still however receive a refund of your savings to date.

I LEAVE THE COMPANY AFTER MY MATURITY DATE?If your account has reached maturity and you subsequently leave your option may lapse depending on the reason for leaving.

WHAT IF I WANT TO CLOSE MY SHARESAVE ACCOUNT BEFORE MY 3 YEAR SCHEME IS COMPLETE?You can stop your savings contract at any time and get a full refund of your savings. To close your account simply call the YBS Share Plans Helpline on 0345 1200 300.

DO MY CONTRIBUTIONS HAVE TO COME FROM MY PAYROLL?Yes, under normal circumstances your monthly Sharesave contributions must be deducted at source and forwarded directly to YBS Share Plans. Under certain circumstances such as parental leave you will be allowed to make payments privately. Please call the YBS Share Plans Helpline 0345 1200 300 to arrange this.

WHAT ABOUT TAX?You may have to pay Capital Gains Tax (CGT) if you sell your shares and

make a profit above a certain amount, which is called the CGT annual exemption. The annual exemption for the tax year 2020/201 is £12,300, but this may have changed by the time you come to sell your shares. The profit would be the positive difference between the Option Price and the price at which your shares are sold on the open market and you would only pay CGT on any amount exceeding the annual exemption.

Only in exceptional circumstances will income tax be payable when you choose to buy the shares. This may occur in certain circumstances if your employing company leaves the Group or is taken over. Tax laws do change though, so don’t forget that the rules may be different when you come to exercise your option and decide to keep or sell your shares.

A CLOSER LOOK CONTINUED

When you have read through this brochure, the terms and conditions and the FSCS information you can apply online using the detail below and the details supplied on the invitation letter.

HOW DO I JOIN?

DON’T MISS OUTJoin by 5pm on Friday 25th September 2020

Online Visit: ybsshareplans.co.uk/mears click on ‘‘Apply Now’’

(an email address and National Insurance number are required)

Any questions? Call the YBS Share Plans Helpline on 0345 1200 300 and they will help with any queries you may have. Lines are open 9am to 5pm Monday to Friday and 9am to 1pm on Saturday, excluding public holidays in England and Wales.

KEY DATES

7 September 2020 Invitations issued

25 September 2020 Last date to apply by 5pm

2 October 2020 Mears grants your Sharesave option

October 2020 Option Certificates issued

November 2020 First deduction from net pay

1 December 2020 Sharesave contract start date

1 December 2023 Sharesave contract Maturity date(Providing no payments have been missed)

Further details of the Sharesave scheme are contained in the Rules of the Mears Group PLC Savings related Share Option Scheme (the “Rules”). If there should be any difference between the Rules and this booklet, the Rules will take precedence.

YBS Share Plans is part of Yorkshire Building Society.YBS Share Plans, Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ. Tel: 0345 1 200 300 • Fax: 01274 357 950 • ybsshareplans.co.ukYorkshire Building Society provides share plan trustee and administration services, including deposit taking, all of which are subject to English law, with deposit taking being regulated by the Financial Conduct Authority. The provision of share plan trustee and administration services is not regulated by the Financial Conduct Authority. We are not responsible for share plan deposits held by local savings carriers outside the UK.Yorkshire Building Society is a member of the Financial Ombudsman Service. Further details are available on request from the Society.All communication with Yorkshire Building Society may be monitored/recorded to improve the quality of their service and for your protection and security. Calls to 03 numbers are charged at the same standard network rate as 01 or 02 landline numbers, even when calling from a mobile.

The Financial Services Compensation Scheme (FSCS)Important information about compensation arrangements

We are covered by the Financial Services Compensation Scheme (FSCS). The FSCS can pay compensation to depositors if a building society is unable to meet its financial obligations. An eligible depositor is entitled to claim up to £85,000. For joint accounts each account holder is treated as having a claim in respect of their share so, for a joint account held by two eligible depositors, the maximum amount that could be claimed would be £85,000 each (making a total of £170,000). The £85,000 limit relates to the combined amount in all the eligible depositor’s accounts with the building society, including their share of any joint account, and not to each separate account.

Yorkshire Building Society (YBS) also operates under the trading name of Chelsea Building Society (CBS). YBS is a participant of the FSCS. Therefore, depositors with any of YBS, CBS, N&P and Egg have an overall limit of £85,000 under the FSCS. Any total deposits you hold above the £85,000 limit between these brands are unlikely to be covered.

Accord Mortgages Limited is a wholly owned subsidiary of YBS. Accord has offset mortgage products where the customer’s deposits are held on behalf of Accord by YBS. Accord offset depositors are therefore also covered (along with CBS, N&P and Egg depositors) by YBS being a participant in the FSCS. There is no additional protection for depositors with Accord Mortgages Limited.

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