Result of General Meeting, Director Dealing, TVR

18 February 2020

GRC International Group plc

("GRC International", the "Company" or the "Group")

Result of General Meeting, Director Dealing and Total Voting Rights

GRC International Group plc, a supplier of IT governance, risk management and compliance products and services, is pleased to announce that at the General Meeting held earlier today in relation to the Company's proposed Placing and entering into the Deed of Variation, all resolutions were duly passed.

Application has been made to the London Stock Exchange for the admission of the 33,413,417 Ordinary Shares issued. It is anticipated that admission to trading of, and dealings in, the Ordinary Shares will commence on AIM on or around 20 February 2020.

Following the issue of these Ordinary Shares, the total number of voting rights in the Company will be 99,577,589 and shareholders may use this figure 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 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 will be as follows:

Defined terms used in this announcement will have the meanings (unless the context otherwise requires) set out in the circular dated 31 January 2020, which is available on the Company's website https://www.grci.group/investors.

Enquiries: