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HAYS PLC: Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS 
Hays plc (the "Company") 
In accordance with Disclosure and Transparency Rule 3.1.4R(1)(a), the Company
hereby notifies you of the following changes in the interests of directors and
persons discharging managerial responsibility ("PDMRs") in the Ordinary share
capital of the Company. 
* Denotes a director of the Company. 
LAPSE OF PERFORMANCE SHARE PLAN ("PSP") AWARDS 
On 9 October 2012, PSP awards granted to PDMRs on 9 October 2009 ("PSP Awards")
lapsed in full. The performance condition attached to the PSP Awards was based
on the Company's total shareholder return against a comparator group of ten
companies measured over the performance period 1 July 2009 to 30 June 2012,
which was not met. Further information on the performance condition can be
found in the Company's Annual Report & Financial Statements 2012. 
DEFERRED BONUS AWARDS 
On 9 October 2012, deferred bonus awards granted to PDMRs on 9 October 2009
partially vested as detailed in the tables below. The PDMRs were required to
defer into shares 70% of their respective annual cash bonuses for the financial
year ended 30 June 2009. The PDMRs were permitted to elect to defer on a post
or pre-tax basis. Where the deferral was from post-tax bonus (as set out in
Table 1), the relevant PDMRs acquired shares subject to the risk of forfeiture
for a three-year period ("Deferred Shares"). Where the deferral was from
pre-tax bonus (as set out in Table 2), the relevant PDMRs were granted a
conditional right to receive shares at the end of the three-year period
("Deferred Right"). In both cases, conditional awards of matching shares
("Matching Awards") were made for nil consideration under the rules of the
Deferred Annual Bonus Plan ("DAB") in respect of 25% of the pre-tax annual
bonus deferred by each PDMR, equating to a 1:1 match after adjustment for the
tax charge for Deferred Shares. The remaining 45% of deferred annual bonus was
not subject to a matching award (and relevant details are set out in Table 3). 
The Matching Awards vested as to 60.47%, based on three performance conditions
(each component representing one-third of the Matching Awards), of Cumulative
Earnings Per Share, Cumulative International Net Fees and Cumulative Cash
Conversion, measured over the performance period 1 July 2009 to 30 June 2012.
Further information on the performance conditions can be found in the Company's
Annual Report & Financial Statements 2012. The balance of each Matching Award
has lapsed. The Deferred Rights and the vested element of the Matching Awards
qualified for additional dividend equivalent shares. 
On 9 October 2012, the PDMRs sold the number of shares shown in the following
tables to meet the tax liability on their respective vested Deferred Right and
Matching Awards, dividend equivalent shares and brokerage costs, or for other
purposes, at a price of 79.625 pence per share. 
TABLE 1 
Bonus deferral via Deferred Shares linked to Matching Awards: 
                DEFERRED     GRANTED      VESTED     DIVIDEND        TOTAL 
               SHARES(1)    MATCHING    MATCHING    EQUIVALENT      SHARES  
  SHARES
NAME                               AWARD       AWARD        SHARES    RELEASED   


    SOLD

Alistair Cox*        124,133     210,396     127,226        23,374     150,600  
   78,470
Paul Venables*        96,326     163,265      98,726        18,137     116,863  
   60,891
Tim Cook              13,790      23,374      14,134         2,595      16,729  
   30,519
Sholto Douglas-Home   21,871      37,069      22,415         4,116      26,531  
   13,824
Nigel Heap            27,172      50,790      30,712         5,641      36,353  
   63,525
Steve Weston          34,990      59,306      35,862         6,586      42,448  
   77,438

(1) The Deferred Shares ceased to be at risk of forfeiture on 9 October 2009,
and are not included within the column "Total Shares Released" but are included
in the column "Shares Sold" in the cases of Messrs Cook, Heap and Weston.
Messrs Cox, Venables and Douglas-Home are retaining these shares.

TABLE 2

Bonus deferral via Deferred Rights linked to Matching Awards:
                    DEFERRED     GRANTED      VESTED      DIVIDEND       TOTAL


                   RIGHT    MATCHING    MATCHING    EQUIVALENT      SHARES  
  SHARES
NAME                   AWARD       AWARD       AWARD        SHARES    RELEASED   


    SOLD

Nick Cox              34,986      34,986      21,156        10,308      66,450  
  34,624
James Cullens         50,535      50,535      30,558        14,894      95,987  
  95,987
Alison Yapp           44,218      44,218      26,738        13,033      83,989  
  43,762

TABLE 3

Bonus deferral not linked to Matching Awards:
                    DEFERRED      DIVIDEND       TOTAL


                   RIGHT    EQUIVALENT      SHARES    SHARES
NAME                   AWARD        SHARES    RELEASED      SOLD 
Alistair Cox*        378,713        69,580     448,293   233,580
Paul Venables*       293,878        53,991     347,869   181,255
Tim Cook              42,074         7,729      49,803    49,803
Nick Cox              62,974        11,567      74,541    38,840
James Cullens         90,964        16,710     107,674   107,674
Sholto Douglas-Home   66,725        12,257      78,982    41,153
Nigel Heap            91,422        16,794     108,216   108,216
Steve Weston         106,751        19,611     126,362   126,362
Alison Yapp           79,593        14,621      94,214    49,090 
RESULTANT SHAREHOLDINGS 
As a result of the above transactions, the directors' interests in the Ordinary
share capital of the Company (excluding share options and unvested incentive
shares but including shares held beneficially under deferred bonus
arrangements) now stand as follows: 
Alistair Cox:  2,759,644 shares
Paul Venables: 1,848,032 shares 
For further information in respect of this announcement, please contact Neil
Tsappis, Deputy Company Secretary, Hays plc, +44(0)20 7383 2266. 
10 October 2012 
END 
-0- Oct/10/2012 15:47 GMT