Director Shareholding

Hays PLC
23 December 2004

Hays plc

Adjustment of Hays plc ('the Company') share options and awards held by
directors following the demerger of DX Services Plc (the 'Demerger').

As a consequence of the Demerger of DX Services on 1 November 2004, the share
options and awards held by directors of the Company have been adjusted in
accordance with the arrangements agreed by the Remuneration Committee and as
detailed in the circular to shareholders dated 27 September 2004 (the Circular),
as follows. Directors are treated in the same manner as other participants in
these plans.

Executive Share Options - Inland Revenue approved scheme

Participants will be compensated for the devaluation effect of the Demerger on
their existing options by the transfer of additional shares (without payment) at
the date of exercise as follows:

                                Existing Option Shares               Additional shares
                                                                    at date of exercise
                              Number                Price                  Number
RA Lawson                     22,770               131.75p                 2,841
JW Martin                     22,770               131.75p                 2,841
DR Waxman                     13,632                134.5p                 1,701

Executive Share Options - unapproved scheme

The number of shares under unapproved options, and their exercise prices have
been adjusted as explained in the Circular as follows:

                                 Original Grant                          Adjusted Grant
                           Number               Price              Number               Price
RA Lawson                 337,230              131.75p             424,308             117.13p
JW Martin                  83,333               113p               93,732              100.46p
                           72,106              131.75p             81,104              117.13p
DR Waxman                 237,037               113p               266,619             100.46p
                          409,867              131.75              461,018             117.13p
                           58,673               392p               65,995              348.49p
                           52,108               403p               58,611              358.27p
                           87,572              211.25p             98,500              187.80p
                           79,560              160.25p             89,489              142.46p
                           72,800              134.5p              81,885              119.57P
                          119,204               89.5p              134,080             79.57p

Long Term Co-investment Plan

Participants in this plan have been permitted to commit additional shares as
explained in the Circular to maintain the value of their pre-demerger
participation. Under this arrangement, Messrs Martin and Waxman have been
invited to commit additional shares and, if they accept, will be entitled to
additional matching shares as follows:

                                Pre demerger                      Post demerger
                        Committed        Matching          Committed         Matching
JW Martin                 67,070          335,350           74,441            372,205
DR Waxman                 78,090          390,450           87,836            439,180

Sharesave - Inland Revenue approved scheme

Participants will be compensated for the devaluation effect of the Demerger on
their existing options as explained in the Circular by the transfer of
additional shares (without payment) at the date of exercise as follows:

                                Existing Option Shares               Additional shares
                              Number                Price                  Number
DR Waxman                     8,715                  109p                  1,087



SJ Cox
Secretary
Hays plc
23 December 2004




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