Name of applicant:

Hill & Smith Holdings PLC

Name of scheme:

2005 SAYE Scheme and the 2005 Executive Scheme

Period of return:

From:

18.01.12

To:

17.07.12

Balance under scheme from previous return:

643,211

The amount by which the block scheme has been increased, if the scheme has been increased since the date of the last return:

N/A

Number of securitiesissued / allotted under scheme during period:

61,187

Balance under scheme not yet issued / allotted at end of period:

582,024

Number and classof securitiesoriginally listed and the date of admission

400,000 (27.02.1998) 25p Ordinary

2,000,000 (27.01.2004) 25p Ordinary

519,521 (11.07.2008) 25p Ordinary

981,167 (27.03.2009) 25p Ordinary

Total number of securitiesin issue at the end of the period:

77,018,345

Name of contact:

J C Humphreys

Address of contact:

Westhaven House, Arleston Way, Shirley, Solihull, B90 4LH

Telephone number of contact:

0121 704 7430