PHD.L Regulatory News (PHD)

Proactis Holdings PLC

Conversion of Convertible Loan Note

and Total Voting Rights

PROACTIS Holdings PLC ("PROACTIS", the "Group" or the "Company"), the global spend management and B2B eCommerce solution provider, today announces that further to the announcement on 24 September 2018, Tripp Shannon has exercised conversion over 590,182 ordinary shares of 10p each in the share capital of the Company ("Ordinary Shares") and these Ordinary Shares have been issued and allotted.

Mr Shannon has entered into an orderly marketing agreement which govern the circumstances in which the Ordinary Shares issued to him can be disposed of during the 12 months following the issue, the terms of which are set out in the Company's admission document dated 7 July 2017 and which is available from the Company's website.

Application has been made for the 590,182 new Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 16 January 2019. The new Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.

The total number of Ordinary Shares in issue following Admission will be 95,218,796. Accordingly, the figure of 95,218,796 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

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Notes to Editors:

Proactis creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure. Its solutions are used in approximately 1,000 buying organisations around the world from the commercial, public and not-for-profit sectors.

Proactis is head quartered in London and floated on the AIM market of the London Stock Exchange in June 2006.