Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company')

Director and PDMR Shareholdings

17 March 2017

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

Hill & Smith 2014 Long-term Incentive Plan Awards Vesting

Hill & Smith announces that the Remuneration Committee (the 'Committee') has approved the vesting of 100% of the awards that were made on 20 May 2014 to the below Directors and persons discharging managerial responsibilities in accordance with the rules of the Hill & Smith Holdings PLC 2014 Long-term Incentive Plan (the 'LTIP').

For awards made under the LTIP the Committee, in making such option awards, and using its discretion, specified that subject to the rules of the LTIP the Company would procure the transfer to Mr D W Muir and Mr M Pegler such additional number of award shares as could have been acquired by the reinvestment of dividends paid on the original award shares. Such additional award shares vest in the same proportion as the original award shares. The maximum number of shares to be awarded in this way is to be determined on the basis that each such dividend was reinvested on the date of payment of that dividend at a price per share equal to the market value of a share on that day.

The number of shares vested is net of the tax and national insurance liability payable by the individual. The individual forfeited an equivalent number of shares in order for the company to meet this liability.

In exercising this award the participants have released their right to any tax-advantaged shares granted under the Company's Executive Share Option Scheme. The participants are not required to make any payment for the vesting shares which vest on achievement of specified performance targets of growth in underlying earnings per share and relative total shareholder return.

The Company also announces that it has today been notified that Mr Mark Pegler, a person discharging managerial responsibilities of Hill & Smith has sold 40,000 ordinary shares in the Company at 1,276.0 pence per share:

These transactions were effected on the London Stock Exchange.

Following these events Mr Muir and Mr Pegler have the following interests in the Company's shares:

Enquiries: