Gresham Regulatory News (GHT)

27 January 2015

Gresham Computing plc("Gresham" or "the Company" or "the Group")

Proposed Cancellation of the Share Premium Account and

Amendment to Share Option Plans

Notice of General Meeting

Gresham, the leading software and services company that specialises in providing real-time financial transaction control software to the global matching and reconciliation market, today announces proposals to cancel the Company's Share Premium Account (the "Cancellation") and make an amendment to the existing Share Option Plans (together, the "Proposals"). A circular will shortly be posted to shareholders outlining the reasons for the Proposals and requesting approval at a General Meeting to be held on 24 February 2015 (the "Circular").

Proposal for the cancellation of the Share Premium Account

The Board considers that it is important that the Company has the flexibility to pay dividends and make other returns of capital to Shareholders when the Board considers it appropriate and desirable to do so, having regard to the circumstances at the time. Specifically, the Board wishes to commence a progressive dividend policy.

In accordance with and subject to the requirements of the Companies Act 2006, the Board is proposing to cancel the amount standing to the credit of the Share Premium Account as at the effective date of Cancellation.

The Cancellation will, subject to approval by Shareholders and confirmation from the Court, eliminate the accrued deficit in the Company's profit and loss account, and will support the Company's ability to make distributions to Shareholders should future circumstances make it desirable to do so. The proposed Cancellation will not involve any distribution to Shareholders.

Details of the proposed Cancellation are set out in the Circular.

Proposal for an amendment to the Share Option Plans

Pursuant to the Share Option Plans adopted in December 2010 and as amended in May 2012, the maximum number of Ordinary Shares which may be issued or are issuable under those plans in any ten year period ending on the relevant date of grant is currently limited to 12% of the ordinary share capital of the Company in issue immediately prior to the date of grant.

For the reasons set out in the Circular, the Board is now seeking shareholder approval to increase the maximum number of Ordinary Shares that have been issued (currently 4.3% of the issued share capital of the Company) or are issuable (currently 7.7% of the issued share capital of the Company) under the Share Option Plans by 2.3% of the ordinary share capital of the Company in issue immediately prior to the relevant date of grant.

If the proposed amendment is approved by Shareholders, the new Ordinary Shares issuable under the Share Option Plans would therefore increase from 7.7% to 10.0% of the ordinary share capital of the Company in issue immediately prior to the date of grant, excluding the Ordinary Shares representing 4.3% of the current issued share capital of the Company that have been issued and allotted under the Share Option Plans prior to the date of the Circular.

Full details of the proposed amendments to the Share Option Plans are set out in the Circular.

Copies of the proposed amended rules of each of the Share Option Plans are available for inspection at the Company's registered office during normal business hours until the General Meeting is held.

Circular

The Circular, which contains details of the Proposals, will shortly be posted to Shareholders. The Directors are seeking approval of the Proposals by Shareholders at a General Meeting to be held at 11.00 a.m. on 24 February 2015 at the offices of N+1 Singer Capital Markets Limited of One Bartholomew Lane, London, EC2N 2AX.

A copy of the Circular (including the Notice of General Meeting) and related form of proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do. The Circular (including the Notice of General Meeting) and the form of proxy will also shortly be available on the Company's website at http://www.gresham-computing.com.

You are advised to read the contents of the Circular in full, in conjunction with this announcement.

- Ends -

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