Undertakings update and posting of Circular

Napster Group PLC

("NAPS" or the "Group")

Update on undertakings and posting of Circular and Notice of General Meeting

Napster Group PLC (AIM:NAPS), a leading music company and operator of the MelodyVR and Napster platforms, announces an update on the undertakings to vote in favour of the Resolutions following the issue of additional Ordinary Shares announced on 3 December 2021.

The Company has received irrevocable undertakings from Shareholders, other than the Shareholder Directors to vote in favour of the Resolutions, in respect of their entire holdings of 924,449,636 Existing Ordinary Shares in aggregate, representing approximately 27.0 per cent. of the Company's issued share capital at the date of this announcement.

In addition, the Company has received irrevocable undertakings from the Shareholder Directors to vote in favour of the Resolutions, in respect of their entire holdings of 633,167,326 Existing Ordinary Shares in aggregate, representing approximately 18.5 per cent. of the Company's issued share capital at the date of this announcement.

Furthermore, it is anticipated that the 248,000,000 EBT Shares issued under the JSOP representing approximately 7.3 per cent. of the Company's issued share capital at the date of this announcement will also vote in favour of the Resolutions as proposed.

Having regard to the EBT's intention to vote in favour of the Resolutions, taken together with the irrevocable undertakings to vote in favour of the Resolutions, the Directors believe that at least 52.8 per cent. of the Company's issued share capital at the date of this announcement will vote in favour of the Resolutions.

Given this, the Directors are confident that the requisite majority needed to approve the ordinary resolutions in relation to the Share Consolidation and the Disposal will be achieved. In order for Shareholders to benefit financially from the Disposal and receive the Consideration Shares, the special resolution to approve the Capital Reduction must be passed by more than 75 per cent. of Shareholders.

Posting of Circular

The Company also confirms that further to the announcement on 2 December 2021 regarding, inter alia, the proposed Disposal, Share Consolidation and intention to de-list from AIM, a Circular, including the notice of General Meeting and a Form of Proxy, are today being posted to Shareholders. A copy of the Circular will shortly be available on the Company's website at: www.napster.group.

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as will be set out in the circular posted to Shareholders today.

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