Director/PDMR Shareholding

19 March 2013

Hill & Smith Holdings PLC

Notification under paragraphs 3.1.2R to 3.1.4R of the Disclosure and Transparency Rules

LTIP Award - 18 March 2013

On 18 March 2013 the Board of Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company') approved conditional awards of ordinary shares in the Company (the 'Award Shares') in accordance with the provisions of the Hill & Smith 2007 Long Term Incentive Plan ('the '2007 Plan').

Mr D W Muir has been granted an award of 97,695 ordinary shares, Mr M Pegler has been granted an award of 62,453 ordinary shares and Mr A Logue has been granted an award of 36,803 ordinary shares in the Company.

The awards were based upon a share price of 448.33p, being the average of the mid market prices for the three trading days prior to the award date of 18 March 2013. Mr Muir, Mr Pegler and Mr Logue are persons discharging managerial responsibilities of the Company.

Under the rules of the 2007 Plan, vesting of the Award Shares is subject to the achievement of set performance conditions which are based upon the growth in the Company's underlying earnings per share and its total shareholder return over the three year period commencing on 1 January 2013 (the 'Vesting Period'). The Award Shares will (subject to achievement of the performance conditions) vest at the end of the Vesting Period. Mr Muir, Mr Pegler and Mr Logue will not be required to make any payment for the Award Shares to which they become entitled under the 2007 Plan.

Following the grant of these new awards, Mr Muir, Mr Pegler and Mr Logue have the following interests in the Company's shares:

Mr D W Muir - Beneficial interest 117,656

- Options/LTIP Shares 423,570

Mr M Pegler - Beneficial interest 25,500

- LTIP Shares 267,239

Mr A Logue - LTIP Shares 36,803

Enquiries:

John Humphreys

Company Secretary

Tel: +44 (0) 121 704 7430