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

Award - March 2012

Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company') announces that on 21 March 2012 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 125,091 ordinary shares, Mr M Pegler has been granted an award of 79,764 ordinary shares and Mr M Tonks has been granted an award of 58,866 ordinary shares in the Company. The awards were based upon a share price of 339.75p, being the average of the mid market prices for the three trading days prior to the award date of 21 March 2012. Mr Muir, Mr Pegler and Mr Tonks 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 of set performance conditions which are based upon the growth in the Company's underlying earnings per share and its total shareholder return over the three year period commencing on 1 January 2012 (the 'Vesting Period').  The Award Shares will (subject to achievement of the performance conditions) vest at the end of the Vesting Period.  Mr Muir, Mr Pegler and Mr Tonks will not be required to make any payment for the Award Shares to which they become entitled under the 2007 Plan.

Following the grant of these new awards Mr Muir, Mr Pegler and Mr Tonks have the following interests in the Company's shares: 

Mr D W Muir    -     Beneficial interest              116,328

                        -     Options/LTIP shares          464,257

Mr M Pegler     -     Beneficial interest              19,000

-     Options/LTIP shares         246,262

Mr M Tonks     -     Beneficial interest              50,055

-     Options/LTIP shares         183,296

Enquiries:

John Humphreys

Company Secretary

Hill & Smith Holdings PLC

Tel: 0121 704 7430