Director Shareholding

Hays PLC
10 December 2002


                                                    SCHEDULE 11

                            NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1)      Name of company:
         Hays plc

2)      Name of director:
         D R Waxman

3)      Please state whether notification indicates that it is in respect of holding of the shareholder named
        in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a
        holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial
        interest:
         Director

4)      Name of the registered holder(s) and, if more than one holder, the number of shares held by each of
        them (if notified):
         D R Waxman

5)      Please state whether notification relates to a person(s) connected with the Director named in 2 above
        and identify the connected person(s):


6)      Please state the nature of the transaction. For PEP transactions please indicate whether general/single
        co PEP and if discretionary/non discretionary:
        Non-discretionary purchase of shares in stocks and shares component of maxi ISA

7)      Number of shares/amount of stock acquired:
         174

8)      Percentage of issued class:
         0.000010%

9)      Number of shares/amount of stock disposed:


10)     Percentage of issued class:


11)     Class of security:
         Ordinary 1p shares

12)     Price per share:
         97.75p

13)     Date of transaction:
         5 December 2002

14)     Date company informed:
         10 December 2002

15)     Total holding following this notification:
         2,969,214

16)     Total percentage holding of issued class following this notification
         0.17%

23)     Any additional information:


24)     Name of contact and telephone number for queries:
        S J Charnock

        01483 302203

 25)     Name and signature of authorised company official responsible for making this notification:
         S J Charnock

        Group Secretary

        Date of Notification:         10 December      2002



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