Director Shareholding

SMG PLC
31 May 2002



SMG plc

COMPANY NUMBER: 203873

The Company was advised on 30 May 2002 that Donald Waters, a director of the
Company, ceased to be interested in 1,400 ordinary shares of 2.5p each in the
capital of the Company having declared on 1 May 2002, for nil consideration,
that he holds 350 shares in trust for each of his four grandchildren.

Donald Waters remains beneficially interested in 393,004 shares representing
0.125% of the issued share capital of the Company and £641,986 6.5% Convertible
Unsecured Loan Stock 2007.




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