AGM Statement

Hill & Smith Hldgs PLC
12 May 2006


At the Annual General Meeting of Hill & Smith Holdings PLC to be held later
today the Chairman, David Winterbottom, will make the following statement to
shareholders:

'I said in the Group's preliminary announcement in early March that the new
financial year had started in line with our expectations and that the Board was
hopeful of another good performance in 2006. Trading since then has continued to
be satisfactory and our expectations of the full year outcome remain unchanged.

When we published the preliminary announcement, the Group had only very recently
completed the acquisition of the Counters & Accessories traffic data recording
business. Since its acquisition, Counters & Accessories has been performing in
accordance with our targets, and progress has been made with combining this with
our existing Techspan operation. We continue to view the future for these
combined businesses as very positive and look to grow, organically and through
selective acquisition, our share of this market.

As shareholders are aware, the Group acquired a 33% shareholding in Zinkinvent
GmbH during 2005 with a view to negotiating the acquisition of the remaining
67%. The Zinkinvent businesses continue to trade in line with our expectations,
but the acquisition process is proving more difficult and is taking
significantly longer than originally anticipated. As a result, the period of
exclusivity which we originally negotiated has now expired. However, the Board
is continuing to actively progress discussions with a view to reaching an
agreement which we can recommend to our shareholders.

We announced in February that Hill & Smith was in discussion with Metnor Group
for the acquisition of its Metnor Galvanizing business, subject to prior
regulatory approval. Since then submissions have been made to the Office of Fair
Trading and their decision on whether any competition issues would arise from
this acquisition is anticipated within the next 14 days.

On a personal note, I have decided that 2006 will be my last full year as
non-executive Chairman of Hill & Smith and I intend to retire at the conclusion
of the next Annual General Meeting in May 2007. I am pleased to be able to
announce that David Grove has agreed to succeed me as Chairman, but in an
executive capacity, at which time he will relinquish his current role as Group
Chief Executive. In anticipation of these changes the Board expects to be in a
position to announce the appointment of a new Chief Executive in the autumn.'

Further information:
Hill & Smith Holdings PLC
David Grove, Group Chief Executive
0121 704 7430
07973 325667

Quantum Freshwater UK
Edward Carter
0121 633 7775
07770 378097

Anna McNeil
0121 633 7775



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