Character Regulatory News (CCT)

The Character Group plc

("Character" or the "Group")

Annual General Meeting ("AGM")

The AGM

At today's Annual General Meeting (20 January 2017), all Resolutions proposed to shareholders were duly passed.

Share buy-backs

Included in the resolutions passed at the AGM, was an authority (the "Authority") for the Company to buy-back issued ordinary shares of 5 pence each in the Company ("Ordinary Shares"). Pursuant to the Authority, the Company has the capacity to buy-back up to 3,214,700 issued Ordinary Shares. Buy-backs pursuant to the Authority, will end, unless terminated earlier, on 19 January 2018 and the maximum amount of money allocated to the share buy-back programme at this stage is £5 million.

The Company remains committed to its previously stated objective to enhance shareholder value and reserves the right to exercise the Authority and effect buy-backs if, in the opinion of the directors, such action would further enhance shareholder value.

Due to the limited liquidity in the issued Ordinary Shares, a buy-back of Ordinary Shares pursuant to the Authority on any trading day is likely to represent a significant proportion of the daily trading volume in the Ordinary Shares on the AIM market of the London Stock Exchange and is likely to exceed 25 per cent of the average daily trading volume, being the limit laid down in Article 5(1) of Regulation (EU) No 596/2014 and, accordingly, the Company will not benefit from the exemption contained in this Article.

The Company will announce any market purchase of Ordinary Shares pursuant to the Authority without delay.

Re-appointment of Executive Directors

At today's AGM, Mark Dowding and Jeremiah Healy resigned as Directors in accordance with the Company's Articles of Association. Immediately following the AGM Mr Dowding and Mr Healy were re-appointed as Directors by the Board, to serve until the next AGM at which time they will be eligible for re-appointment by the shareholders.