Additional listing / TVR

Cello Group plc

(the "Group" or the "Company")

Additional listing / TVR

The Company announces that on 23 May 2012 it resolved to issue 3,248,580 new ordinary shares of 10p each to vendors of businesses previously acquired by the Group and certain employees of the Group. These shares are to be issued pursuant to the share purchase agreements in relation to Fenix Media Limited (which trades as Face Group) and Red Kite Consulting Group Limited.

In the preliminary results announced on the 13 March 2012, the Group disclosed total earnout related provisions of £3.2m. These obligations have now been settled in full.

Application has been made for these shares to be admitted to trading on AIM and admission is expected to occur on 29 May 2012. The Company's issued share capital, following the admission of the 3,248,580 new shares, will be 82,261,505 ordinary shares of 10 pence each ("Ordinary Shares"), all with voting rights. The Company holds 237,000 Ordinary Shares in treasury at the date of this announcement. The total number of current voting rights in the Company will therefore be 82,024,505 shares.

The above figure (82,024,505 Ordinary Shares) 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 Company under the FSA's Disclosure and Transparency Rules.

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