Ultra Electronics Holdings PLC

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Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons

Notes: This form is intended for use by an issuerto make a RISnotification required by DTR 3.1.4.

(1)           An issuermaking a notification in respect of a transaction relating to the shares or debentures of the issuershould complete boxes 1 to 16, 23 and 24.

(2)           An issuermaking a notification in respect of a derivative relating the shares of the issuershould complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)           An issuermaking a notification in respect of options granted to a director/person discharging managerial responsibilitiesshould complete boxes 1 to 3 and 17 to 24.

(4)           An issuermaking a notification in respect of a financial instrumentrelating to the shares of the issuer(other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

All relevant boxes should be completed in block capital letters.

1.

Name of the issuer

Ultra Electronics Holdings Plc

2.

State whether the notification relates to (i) a transaction notified in accordance with DTR3.1.2 R, (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

(i)

3.

Name of person discharging managerial responsibilities/director

Paul Dean

Keith Thomson

4.

State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

Alison Thomson wife of Keith Thomson

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest

In respect of 3 and 4 above

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

Ordinary Shares of 5p each

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

Paul Dean - 423

Keith Thomson - 4,027

Alison Thomson - 21,949

8

State the nature of the transaction

Paul Dean exercised options over 316 shares under the Save As You Earn scheme. The option subscription price was £11.48 per share.

Keith Thomson exercised options over 646 shares under the Save As You Earn scheme. The option subscription price was £10.39 per share and the shares were transferred to Alison Thomson at nil consideration.

9.

Number of shares, debentures or financial instruments relating to shares acquired

Paul Dean                  316

Keith Thomson          646

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

Paul Dean           less than 0.1%

Keith Thomson   less than 0.1%

11.

Number of shares, debentures or financial instruments relating to shares disposed

n/a

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

n/a

13.

Price per share or value of transaction

See 8 above

14.

Date and place of transaction

08/01/2013, London

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

Paul Dean - 739

Keith Thomson - 4,027

Alison Thomson - 22,595

16.

Date issuer informed of transaction

08/01/2013

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17

Date of grant

18.

Period during which or date on which exercisable

19.

Total amount paid (if any) for grant of the option

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

22.

Total number of shares or debentures over which options held following notification

23.

Any additional information

24.

Name of contact and telephone number for queries

Name of authorised official of issuer responsible for making notification

Sharon Harris, Company Secretary

Tel: 02088134321

Date of notification __09/01/2013_________________________________________


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