RTHM.L Regulatory News (RTHM)

(a) Full name of discloser:

RhythmOne Plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

 The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

 Use a separate form for each offeror/offeree

RhythmOne Plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

 The latest practicable date prior to the disclosure

1 February 2019

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

 If it is a cash offer or possible cash offer, state "N/A"

No

Class of relevant security:

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0

(2) Cash-settled derivatives:

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

 TOTAL:

0

0

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests of directors of RhythmOne plc in RhythmOne plc's ordinary shares:

(1) Eric Singer - 4,057,3231

(2) John Mutch - 15,294

(1) Eric Singer holds an indirect interest in 4,023,324 voting rights in RhythmOne plc as the managing member of VIEX Capital Advisors, LLC, a Delaware-incorporated investment management entity that manages the assets of certain affiliated funds.

Directors' restricted stock units:

(1) Mark Bonney - 239,520 restricted stock units granted on 18 June 2018 under the international employee incentive plan of RhythmOne plc which are exercisable between 18 June 2018 and 17 June 2028 at nil cost, and the vesting of which would accelerate in full upon a change in control.

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

No

Supplemental Form 8 (SBL)

No

4 February 2019