Director/PDMR Shareholding

All relevant boxes should be completed in block capital letters.

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 with 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

Rakesh Sharma

Robert Henry

4.

State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

Kathleen Sharma wife of Rakesh Sharma;

Lesley Ann Henry wife of Robert Henry

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

Rakesh Sharma - 30,209*

Kathleen Sharma - 10,194

Robert Henry - 5,339

*Direct and indirect shareholding

8

State the nature of the transaction

Rakesh Sharma exercised options over 646 shares under the Save As You Earn scheme. The option subscription price was £6.711 per share and the shares were transferred to Kathleen Sharma at nil consideration.

Robert Henry exercised options over 646 shares under the Save As You Earn scheme. The option subscription price was £6.711 per share and the shares were transferred to Lesley Ann Henry at nil consideration.

9.

Number of shares, debentures or financial instruments relating to shares acquired

Rakesh Sharma 646

Robert Henry 646

10.

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

Rakesh Sharma less than 0.1%

Robert Henry less than 0.1%

11.

Number of shares, debentures or financial instruments relating to shares disposed

n/a

12.

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

n/a

13.

Price per share or value of transaction

See 8 above

14.

Date and place of transaction

03/12/2012, London

15.

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

Rakesh Sharma - 30,209*

Kathleen Sharma - 10,840

Robert Henry - 5,339

Lesley Ann Henry - 646

*Direct and indirect shareholding

16.

Date issuer informed of transaction

03/12/2012

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

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

Sharon Harris, Company Secretary

Tel: 02088134321

Date of notification __05/12/2012_________________________________________