Director/PDMR Shareholding

Hill & Smith Holdings PLC ('the Company')

Director and PDMR Shareholdings

Transaction in Own Shares

Hill & Smith Holdings PLC announces that on the 17 March 2014 and 18 March 2014 its Employee Benefit Trust purchased through its broker Investec 85,227 shares of 25p each, at an average price of 545.78 pence per share. All of the purchased shares were used to satisfy the vesting of shares under the company's 2007 Long Term Incentive Plan (LTIP) for the awards made on 18 March 2011 covering the performance period 1 January 2011 to 31 December 2013. Details of the vestings are given below.

Following the purchase, the company holds no shares in treasury and the issued share capital as at today is 77,820,757 ordinary shares.

Under the notification of transactions for Directors and persons discharging a managerial responsibility (PDMR's) pursuant to DR3.1.R, the company announces that the following LTIP shares vested on 10 March 2014 having satisfied the appropriate performance target of achievement of a position in the upper quartile of total shareholder return, for the FTSE SmallCap, for the period 1 January 2011 to 31 December 2013.

Directors: D W Muir 40,570 shares vested

M Pegler 25,898 shares vested

PDMR: M A Tonks 18,759 shares vested

The participants are not required to make any payment for the vesting shares which vest on achievement of specified performance targets of growth in underlying earnings per share and relative total shareholder return. The number of shares vested is net of the tax and national insurance liability payable by the individual.

As a result of the above the current shareholdings of each individual is as follows:

D W Muir - Beneficial interest 158,226

- Options/LTIP Shares 365,695

M Pegler - Beneficial interest 51,398

- Options/LTIP Shares 233,890

M A Tonks - Beneficial interest 20,474

- Options/LTIP Shares 58,866

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