HILL & SMITH HOLDINGS PLC

Hill & Smith 2007 Long-Term Incentive Plan (the '2007 Plan')

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

Grant - March 2010

Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company') announces that on 31 March 2010 the Board approved conditional awards 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 D W Muir has been granted an award of 117,879 ordinary shares and Mr M Pegler has been granted an award of 75,148 ordinary shares in the Company.  Both Mr Muir and Mr Pegler are persons discharging managerial responsibilities of the Company.

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 2010 (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.

Vesting - March 2010

As a result of full satisfaction of the earnings per share growth performance criteria, which were set for the award of shares made on 2 July 2007, under the 2007 Plan, 67,791 shares were vested, on the authority of the Remuneration Committee, by the Trustees of the Hill & Smith Holdings PLC Employee Benefit Trust in favour of Mr Muir for nil consideration on 30 March 2010. 

Following the grant of these new awards and the vesting of the 67,791 shares in favour of Mr Muir, he now has a beneficial interest in 120,985 ordinary shares in the Company and has options over 372,170 ordinary shares. Mr Pegler now has a beneficial interest in 4,000 ordinary shares in the Company and has options over 214,564 ordinary shares.

Enquiries:

John Humphreys

Company Secretary

Hill & Smith Holdings PLC

Tel: 0121 704 7430