Zoo Digital Regulatory News (ZOO)

4 May 2017

ZOO DIGITAL GROUP PLC

("ZOO"or the "Company")

Result of General Meeting

Subdivision

Directors' Shareholdings

and Total Voting Rights

ZOO Digital Group plc, the provider of subtitling and digital distribution services for the global entertainment industry, announced on 18 April 2017 that it was convening a General Meeting of shareholders to consider a number of resolutions intended to inter alia enable the Company to effect the Subdivision, Placing, Subscription, Capitalisation and Extensions.

The Directors considered that effecting the Proposals would significantly strengthen the Company's balance sheet, reduce its debt burden, and would provide growth capital to enable the Company to capitalise on its growing pipeline of opportunities.

ZOO announces that at the General Meeting, which was held earlier today, all of the Resolutions were duly passed. Further information on the Proposals and Resolutions are set out in the Circular, posted to shareholders on 18 April 2017 and available on the Company's website, www.zoodigital.com.

Subdivision

Following the passing of General Meeting Resolutions 1 and 2, the Company will now proceed with the re-organisation of the Company's share capital through a subdivision of the Existing Ordinary Shares that will create two classes of shares: Ordinary Shares with a nominal value of one penny and Deferred Shares with a nominal value of 14 pence. The Subdivision will become effective at close of business today, 4 May 2017.

The proportion of the issued ordinary share capital of the Company held by each Shareholder immediately before and after the Subdivision will remain unchanged. Other than a change in nominal value, the Ordinary Shares will carry equivalent rights as the Existing Ordinary Shares under the Articles.

No application will be made to the London Stock Exchange for admission of the Deferred Shares to trading on AIM nor will any application be made for them to be admitted to the Official List or to any other recognised investment exchange. The Deferred Shares will have no right to vote, attend or speak at general meetings of the Company and will have no right to receive any dividend or other distribution and will have only limited rights to participate in any return of capital on a winding-up or liquidation of the Company. The Deferred Shares are effectively valueless. The Deferred Shares are required to be issued in order for the aggregate par value of the Company's share capital, once sub-divided, to remain the same as prior to the Subdivision.

The ISIN code for the Ordinary Shares will remain GB00B1FQDL10.

Admission and Total Voting Rights

Following the passing of the Resolutions at the General Meeting, ZOO has allotted and issued (subject only to Admission) 40,833,334 New Ordinary Shares. Application has been made to the London Stock Exchange for such New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 5 May 2017.

Following Admission there will be 73,493,994 Ordinary Shares in issue, each carrying one voting right. No shares are held in treasury. The total number of voting rights in the Company is therefore 73,493,994. This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Directors Shareholdings

Upon Admission, following the completion of the issue of New Ordinary Shares as set out in the Circular, the beneficial interests of the Directors (including their spouses and their participation in the ZOO Digital Group Share Incentive Plan) will be as follows:

Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Company's announcement of 18 April 2017.

For further enquiries please contact:

About ZOO Digital Group plc:

ZOO Digital is a provider of services allowing quality TV and movie content to be subtitled in any language and prepared for sale with all major online retailers. ZOO's clients are some of the best-known brands in the world including major Hollywood studios, global broadcasters and independent distributors.

ZOO's point of difference in the marketplace is its development and use of innovative cloud technology. This ensures that content is subtitled in any language and delivered to all the major online platforms such as Amazon, iTunes, Google and Hulu with reduced time to market, higher quality and lower costs. ZOO's agile, cloud-based business model enables clients to respond to market trends, scale easily with business growth and capitalise on new routes to market in the fast moving and evolving digital industry.

ZOO operates from the entertainment hubs of Los Angeles and London with a development and production centre in Sheffield. Its full-service proposition includes digital distribution, subtitling & captioning, metadata creation & localisation, dubbing, artwork localisation, workflow and asset management.

www.zoodigital.com