Character Regulatory News (CCT)

28 February 2011

The Character Group plc

('Company')

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

Transaction in Own Shares

Director Shareholding

As part of the Company's stated objective to enhance shareholder value, the Company advises that today, 28 February 2011, it bought back for cancellation a further 4,750 ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") in the market, at a price of 208 pence per share. This represents approximately 0.02 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 23,866,581 ("Revised Issued Voting Share Capital").

Following the purchase of 4,750 Ordinary Shares announced today the total number of Ordinary Shares acquired by the Company as part of the buy-back programme announced by the Company on 15 February 2011 is 1,000,000 Ordinary Shares and this now concludes this buy-back programme.

The Company has a total unutilised capacity to buy back up to a further 5,598,000 Ordinary Shares under the authority granted at the Annual General Meeting on 19 January 2011. Notwithstanding the conclusion of the buy-back programme announced on 15 February 2011, the Directors will continue to monitor the position and will authorise further purchases of the Company's Ordinary Shares up to this limit, if they consider that such action will further enhance shareholder value.

The Company was also notified today by Richard King, Executive Chairman of the Company, that his spouse, Mrs M.H. King, has today, in an off-market transaction, transferred to him by way of a gift a total of 320,000 Ordinary Shares. As the interests of Mrs. King are deemed to be beneficial interests of Richard King, Mr. King's interests in the Company remain unchanged by this transaction and he continues to be interested in a total of 3,996,209 Ordinary Shares, representing 16.74 per cent. of the current issued share capital of the Company (excluding shares held in treasury), as announced in detail on 18 February 2011.

The Company holds 4,019,456 Ordinary Shares in treasury, representing approximately 16.84 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.

The figure of 23,866,581 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.