Character Regulatory News (CCT)

10 December 2013

The Character Group plc

("the Company")

Transaction in Own Shares

Directors' Shareholdings

As part of the Company's stated objective to enhance shareholder value, the Company advises that today it bought back a further 1,100,000 ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") for cancellation in the market at a price of 182 pence per share. This represents approximately 4.80 per cent of the current issued share capital of the Company (excluding shares held in treasury).

For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, the total number of Ordinary Shares in issue as at the date of this notice (taking into account the Ordinary Shares purchased for cancellation by the Company announced above and excluding Ordinary Shares held in treasury) is 21,822,383 ("Revised Issued Voting Share Capital").

The Company announces that the 1,100,000 Ordinary Shares bought back for cancellation today by the Company were acquired from certain of the executive directors of the Company or their related parties, as detailed below.

The participation by any Director or his related parties in the buy-back programme is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies (the "AIM Rules"). The Non-Executive Directors of the Company, Lord Birdwood and David Harris, who are independent of this deemed related party transaction for the purposes of the AIM Rules, having consulted with Charles Stanley Securities (the Company's Nominated Adviser), consider the participation of the above by certain of the executive directors in the buy-back programme to be fair and reasonable insofar as the Company's shareholders are concerned.

The interests of all of the Directors following these transactions are set out below:

Notes:

1. included in the interests of R. King are his interests in 1,635,428 Ordinary Shares held by Cedarberg Investments Limited.

2. included in the interests of K.P. Shah are the interests of Sarissa Holdings Limited in 3,830,000 Ordinary Shares and 665,250 Ordinary Shares of Mr Shah's personal pension scheme;

3. included in the interests of J.J. Diver are 401,867 Ordinary Shares held by Mr Diver's personal pension scheme;

4. Orbis Pension Trustees Limited is the trustee of the Company's Employee Share Ownership Trust. Each of R. King, K.P. Shah, J.J.P. Kissane, J.J. Diver and M.S.Hyde is deemed to be interested in such Ordinary Shares by virtue of being within the class of beneficiaries defined by such trust.

The Company has a total unutilised capacity to buy back up to a further 4,412,570 Ordinary Shares under the authority granted at the Annual General Meeting in January 2013.

The Company holds 4,019,456 Ordinary Shares in treasury, representing approximately 18.42 per cent of the Revised Issued Voting Share Capital, which do not carry voting rights.

The figure of 21,822,383 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or change to their interest, in the Company under the Disclosure and Transparency Rules.