Character Regulatory News (CCT)

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached:

The Character Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation:

VS Capital Value Fund, LP (acting through its general partner VC Capital Advisors, GP, LLC)

4. Full name of shareholder(s)  (if different from 3.):

5. Date of the transaction and date onwhich the threshold is crossed orreached:

3 May 2012

6. Date on which issuer notified:

8 May 2012

7. Threshold(s) that is/are crossed orreached:

3%

8. Notified details:

A: Voting rights attached to shares

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

Ordinary shares of 5p

GB0008976119

373,100

1.66%

688,100

688,100

0

3.07%

0%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date

Exercise/Conversion period

Number of voting rights instrument refers to

% of voting rights

N/A

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

688,100

3.07%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

N/A

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

12. Date on which proxy holder will cease to holdvoting rights:

13. Additional information:

14. Contact name:

David Shapiro

15. Contact telephone number:

+1 571 384 7907