Director/PDMR Shareholding

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

1.

Name of the issuer

Ultra Electronics Holdings plc

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

(i)

3.

Name of person discharging managerial

responsibilities/director

Ian Griffiths

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

Mrs Veronica Griffiths, wife of Ian Griffiths

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non beneficial

interest

In respect of 3 and 4 above

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

Ordinary Shares of 5p each

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

Mr I Griffiths (9,013 shares)

Mrs V Griffiths (0 shares prior to transfer by Ian Griffiths referred to in section 8)

8.

State the nature of the transaction

Mr I Griffiths sold 2,753 shares at a price of £17.216 per share.

Mr I Griffiths transferred a total of 6,260 shares to Mrs Griffiths at nil consideration.

Mrs V Griffiths sold 2,752 shares at a price of £17.216 per share.

9.

Number of shares, debentures or financial

instruments relating to shares acquired

Mrs V Griffiths 6,260

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

Less than 0.1%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

Mr I Griffiths 9,013

Mrs V Griffiths 2,752

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

Less than 0.1%

13.

Price per share or value of transaction

See 8 above

14.

Date and place of transaction

05/04/2012 London

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

Mr I Griffiths 0 < 0.1%

Mrs V Griffiths 3,508 < 0.1%

16.

Date issuer informed of transaction

10/04/2012

17.

Date of grant

18.

Period during which or date on which exercisable

19.

Total amount paid (if any) for grant of the option

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

22.

Total number of shares or debentures over which options held following notification

23.

Any additional information

24.

Name of contact and telephone number for queries

Name of authorised official of issuer responsible for making notification

David Garbett-Edwards Tel: 01242 225039

Date of notification __10/04/2012_________________________________________