Character Regulatory News (CCT)

Date: Friday, 5 February 2010

The Character Group plc

('Company' or 'Group')

designers, developers and international distributors of toys, games and gifts

Transaction in Own Shares / Directors' Shareholding

Further to the announcement regarding Group's buy back programme released on Wednesday 27 January 2010, the Company advises shareholders that it has, in the period from the time of that announcement until the close of trading yesterday, bought back for cancellation 580,191 ordinary shares of the Company in market through Charles Stanley Securities at an aggregate price of approximately £547,900 (excluding dealing costs and stamp duty).

The buy back programme contemplates the purchase of ordinary shares in the Company in the market up to a limit of £5 million but the purchases to date represent only 10.96 per cent. of this target. The Executive Directors have, accordingly, been approached by the Independent Directors who have invited them to sell part of their shareholdings through the market to match what has to date been bought back for cancellation.

Two of the Executive Directors have today sold a total of 580,000 ordinary shares to the Company through the market at a price of 105 pence per share. This represents approximately 1.71 per cent. of the current issued share capital of the Company The table below details the exact number of shares each director has sold and their resulting beneficial holding following the transaction.

The interests of all of the Directors following these transactions will be as follows:

Notes:

1. included in the interests of R. King are his interests in 1,885,428 Ordinary Shares/voting rights held by Cedarberg Investments Limited, 320,000 Ordinary Shares/voting rights held by his spouse, Mrs M.H. King and 1,186,750 ordinary shares held by the TOPS Pension Scheme;

2. included in the interests of K.P. Shah are the interests of Sarissa Holdings Limited in 7,220,000 Ordinary Shares/voting rights and 608,250 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 and J.J. Diver is deemed to be interested in such Ordinary Shares/voting rights by virtue of being within the class of beneficiaries defined by such trust.

The participation of the two Executive Directors 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 Independent Directors, who are independent for the purposes of the AIM Rules, having consulted with Charles Stanley Securities (the Company's Nominated Adviser), consider the Executive Director's participation in the buy back programme to be fair and reasonable insofar as the Company's shareholders are concerned.

The buy back programme remains open to all shareholders and will close, at the latest, on 17 February 2010. Should shareholders wish to participate they are advised to contact their stock broker who in turn should contact Charles Stanley Securities, who will arrange the transaction. In the event that the Company has still not been able to buy back sufficient shares in the market to meet its £5 million target by that date, the Executive Directors have indicated that they (or their related parties) may sell further of their shares to help achieve the Board's objective.

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) is 33,351,290 ("Revised Issued Voting Share Capital").

The Company holds 4,019,456 ordinary shares in treasury, representing approximately 12.05 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.

The above figure of 33,351,290 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.

Taking account of these further buy backs, the Company has since 27 January 2010, bought 1,160,191 ordinary shares (approximately 3.48 per cent. of the Revised Issued Voting Share Capital) for cancellation pursuant to the buy back programme at a cost of approximately £1,156,900 (excluding dealing costs and stamp duty).