LONG-TERM INCENTIVE PLAN AND SHARE ISSUE

18 APRIL 2012

H&T GROUP PLC

LONG-TERM INCENTIVE PLAN AND SHARE ISSUE

H&T Group plc (the "Company") announces that the relevant performance conditions under the Company's Long-Term Incentive Plan ("LTIP") have been met and the Remuneration Committee has approved the vesting of the shares awarded under the LTIP ("LTIP Shares") as set out in the table below. The LTIP Shares are awarded at nil cost to the recipient ("Award Recipient") and are currently held by Kleinwort Benson (Jersey) Trustees Limited (the "Trustee") in its capacity as trustee of the H&T Group plc Employee Benefit Trust (the "Trust"). Each Award Recipient is a Director of the Company.

In accordance with the rules of the LTIP each of the LTIP Shares carries a dividend entitlement from the date of grant, satisfied by the award of additional shares ("Dividend Equivalent Shares") issued to the recipient. Accordingly, the Board has now approved the issue of the Dividend Equivalent Shares as set out in the table below:

The Company has today issued 23,738 ordinary shares of 5p each (the "New Ordinary Shares") to satisfy the award of the Dividend Equivalent Shares. The New Ordinary Shares are held by the Trustee on behalf of the Trust.

Application has been made for the New Ordinary Shares, ranking pari passu in all respects with the existing ordinary shares in issue, to be admitted to trading on the AIM Market of the London Stock Exchange ("Admission"). It is expected that dealings in the New Ordinary Shares will commence on 25th April 2012. Following Admission of the New Ordinary Shares, the Company will have 36,120,773 ordinary shares of 5p each in issue, with each share having one voting right.

Following the approval of the Trustee, the LTIP Shares and the Dividend Equivalent Shares will be transferred into the name of the Award Recipient. It is anticipated that this transfer will be completed on 1 May 2012.

Following the transfer of the LTIP Shares and the Dividend Equivalent Shares in to the name of the Award Recipients, the Award Recipients, each a Director of the Company, hold the following number of Ordinary Shares:

By virtue of the transactions set out in this notification, Mr. Nichols will become a Significant Shareholder of the Company as defined in the AIM Rules for Companies.

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