Character Regulatory News (CCT)

Date: Monday, 15 February 2010

The Character Group plc

('Company' or 'Group')

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

Transaction in Own Shares

Director's Shareholding

Share buy back programme concluded

As part of the Group's buy back programme announced on Wednesday 27 January 2010, the Company advises that on Monday 15 February 2010 it bought back for cancellation 1,241,604 ordinary shares of the Company in the market, through Charles Stanley Securities at a price of 105 pence per share. This represents approximately 4.00% per cent. of the current issued share capital of the Company.

The buy back programme announced by the Company on 27 January 2010 is now concluded.

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 29,772,904 ("Revised Issued Voting Share Capital").

Included within today's buy back is a total of 1,207,304ordinary shares sold by certain of the Executive Directors of the Company, or their related parties, through the market at a price of 105 pence per share. This represents approximately 3.89 per cent. of the current issued share capital of the Company. The table below details the exact number of shares each Director or (as appropriate) his related party has sold and the resulting beneficial holdings of all of the Directors following these transactions.

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 1,635,428 ordinary shares held by Cedarberg Investments Limited, 320,000 ordinary shares 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 6,545,000 ordinary shares 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. This includes a total 18,500 share options exercised today for £7,040 pursuant to the Group's schemes by Mrs. B Kissane, wife of Mr. J Kissane (and therefore forming part of his beneficial holding), and subsequently sold through the market at a price of 105 pence per share. The exercise of these shares formed part of a block admission made on 2 March 2004.

5. 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 by virtue of being within the class of beneficiaries defined by such trust.

The participation of Executive Directors or their 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 Non-executive Directors of the Company, 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 relevant Executive Directors or their related parties in the buy back programme to be fair and reasonable insofar as the Company's shareholders are concerned.

The Company holds 4,019,456 ordinary shares in treasury, representing approximately 13.5 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.

The figure of 29,772,904 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.

Since 27 January 2010, the Company has bought 4,820,327 ordinary shares (approximately 16.19 per cent. of the Revised Issued Voting Share Capital) for cancellation pursuant to the buy back programme at a cost of approximately £5,000,000 (excluding dealing costs and stamp duty).

The Company now has a utilised capacity to buy back up to a further 3,798,673 ordinary shares in the Company (approximately 12.76 per cent. of the Revised Issued Voting Share Capital) under the authority granted at the AGM on 20 January 2010. The Directors have no present intention to make further use of this authority.