HILL & SMITH HOLDINGS PLC

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

Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company') announces that on 25 March 2009 the Board approved conditional awards to Mr D W Muir and Mr M Pegler, persons discharging managerial responsibilities of Hill & Smith, 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 Muir has been granted an award of 75,000 ordinary shares and Mr Pegler has also been granted an award of 75,000 ordinary shares.

Vesting of the Award Shares is, under the rules of the 2007 Plan, subject to the achievement by the Company of growth in its underlying earnings per share over the three year period commencing on 1 January 2009 (the 'Vesting Period').  The Award Shares will, subject to achievement of the performance conditions, vest at the end of the Vesting Period. Mr Muir and Mr Pegler will not be required to make any payment for Award Shares to which they become entitled under the 2007 Plan.

Following the grant of these awards, Mr Muir has a beneficial interest of 40,834 ordinary shares in the Company and has options over 334,442 ordinary shares. Mr Pegler has a beneficial interest in 4,000 ordinary shares in the Company and has options over 139,416 ordinary shares.

Enquiries:

John Humphreys

Company Secretary

Hill & Smith Holdings PLC

Tel: 0121 704 7430

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