Announcement of Offer Price

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and not an offer of securities for sale in any jurisdiction, including in or into or from the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Equiniti Group plc on 14 October 2015 in connection with the proposed admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Copies of the Prospectus are available for inspection from the Company's registered office at Sutherland House Russell Way, Crawley, West Sussex RH10 1UH and from the Company's website www.Equiniti.com, subject to applicable securities laws.

FOR IMMEDIATE RELEASE

27 October 2015

Equiniti Group plc

Announcement of Offer Price

Offer Price Set at £1.65

Following the announcement by Equiniti Group plc ("Equiniti" and, together with its subsidiaries, "the Group") on 14 October 2015 of the offer price range and the publication of the Prospectus in connection with the initial public offering of its ordinary shares (the "Global Offer", "Offer" or "IPO"), the Group today announces the successful pricing of the Global Offer

Global Offer Highlights

· The offer price has been set at £1.65 per Ordinary Share (the "Offer Price")

· Based on the Offer Price, Equiniti's total market capitalisation at commencement of conditional dealings will be £495.0 million

· The Offer comprises 192,011,041 shares equating to an offer size of £316.8 million, representing 64.0% of Equiniti's share capital on Admission, excluding the Over-allotment Option

· Immediately following Admission, the issued share capital of Equiniti will be 300 million shares

· Equiniti is raising gross proceeds of approximately £315.0 million that will be used to repay part of the Group's debt and pay for certain transaction, tax and other financing related costs arising as a result of the Global Offer

· Existing shareholders will together receive gross proceeds of £1.8 million pursuant to the Offer, assuming no exercise of the Over-allotment Option

· In addition, as previously announced, Advent International, a private equity investor currently controlling the Group, has agreed in a separate subscription agreement, to subscribe for New Ordinary Shares at the Offer Price in an amount of £75 million

· Shares representing up to 10% of the Global Offer are also being made available pursuant to the Over-allotment Option

· Following Admission:

- The Advent Shareholder will hold 32.0% of Ordinary Shares (assuming no exercise of the Over-allotment Option) and 25.6% of Ordinary Shares (assuming the Over-allotment Option is exercised in full)

- The Directors will hold 1.5% of Ordinary Shares

· Retail investors who applied for up to £10,000 of shares have been allocated in full. Those who applied for more than £10,000 have been allocated £10,000 plus 55% of the excess amount

Admission and Dealings

· Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00am today (27 October 2015) under the ticker EQN and ISIN GB00BYWWHR75. Investors should note that only investors who applied for, and are allocated, Ordinary Shares in the Institutional Offer or (save in certain circumstances) the Intermediaries Offer will be able to deal in Ordinary Shares on a conditional basis

· Admission to the premium listing segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings are expected to take place at 8.00am on 30 October 2015

· The Pricing Statement relating to the Global Offer will be submitted to the UKLA and will be available free of charge at the Company's registered office at Sutherland House Russell Way, Crawley, West Sussex RH10 1UH up to and including 13 November 2015. In addition, the Pricing Statement will be published (subject to certain restrictions) on Equiniti's website at www.Equiniti.com

Commenting on today's announcement, Guy Wakeley, CEO of Equiniti, said:

"We have always felt that Equiniti belongs in the public markets, and I am delighted that our new and existing shareholders have supported this. We have longstanding working relationships with c.70% of the FTSE 100 and our IPO further aligns us with these clients and the markets we serve. We believe that Equiniti is well positioned to benefit from increasing legislation, regulation and digitalisation that drives corporates and governments to outsource complex, mission critical services. I would like to thank all our staff and stakeholders for their support to date, and look forward to leading the business into this exciting new phase as a listed company."

Kevin Beeston, Chairman of Equiniti, added:

"We are pleased with the support Equiniti's IPO has received and welcome all our new and existing shareholders to the next stage in our corporate growth. I am excited about the company's future and helping to grow the business for the benefit of all our shareholders, clients and employees."

Further Information

· The Company (180 days), Advent Shareholder (180 days), Directors (365 days), Selling Shareholders (other than the Advent Shareholder) (365 days) and the Senior Managers (365 days) have committed to lock-up arrangements following Admission, which are subject to certain customary exemptions including a waiver by the Joint Global Co-ordinators

· It is expected that following Admission, Equiniti will be eligible for inclusion in FTSE UK indices

· The Advent Shareholder has granted Goldman Sachs International, as stabilising manager, an Over-allotment Option in respect of up to 19,201,104 shares (representing up to 10% of the Global Offer (before exercise of the Over-allotment Option)), exercisable no later than 30 days from today

· In relation to the Global Offer and Admission, Barclays Bank PLC and Goldman Sachs International are acting as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners, Credit Suisse Securities (Europe) Limited is acting as Joint Bookrunner and Liberum Capital Limited is acting as Colead Manager. Rothschild is acting as Financial Adviser to the Company

Enquiries:

Equiniti Group Plc Tel: +44 (0) 20 7469 1902

Amy Madden - Director of Communications

Guy Wakeley - CEO

John Stier - CFO

Barclays Bank PLC Tel: +44 (0) 20 7623 2323

Joint Sponsor, Joint Global Co-ordinator, Joint Bookrunner

Richard Probert

Alex De Souza

James Colburn

Lawrence Jamieson

Goldman Sachs International Tel: +44 (0) 20 7774 1000

Joint Sponsor, Joint Global Co-ordinator, Joint Bookrunner

Anthony Gutman

Richard Cormack

Jose Barreto

Alex Garner

Laura Klaassen

Credit Suisse Securities (Europe) Limited Tel: +44 (0) 20 7888 8888

Joint Bookrunner

Philippe Cerf

Nick Koemtzopoulos

Liberum Capital Limited Tel: +44 (0) 20 3100 2000

Co-Lead Manager

Peter Tracey

Robert Morton

Neil Patel

Rothschild Tel: +44 (0) 20 7280 5000

Financial Adviser

Adam Young

William Marshall

Aadeesh Aggarwal

Media Enquiries:

Temple Bar Advisory Tel: +44 (0) 20 7002 1080

For Equiniti [email protected]

Alex Child-Villiers Tel: + 44 (0) 7795 425580

Tom Allison Tel: + 44 (0) 7789 998020

Will Barker Tel: + 44 (0) 7827 960151

FTI Consulting Tel: +44 (0) 20 3727 1000

For Advent International [email protected]

Fergus Wheeler

Louisa Feltes

Emily Desmier

Intermediaries Offer Enquiries:

Barclays Stockbrokers Tel: 0800 279 6551

www.BarclaysStockbrokers.co.uk

Beaufort Securities Tel: +44 (0) 20 7382 8350

www.beaufortsecurities.com

Interactive Investor Tel: +44 (0) 845 200 3637

www.iii.co.uk/ipos

Saga Tel: +44 (0) 800 056 4827

www.sagasharedirect.co.uk

Shareview Tel: +44 (0) 845 300 0430

www.shareview.co.uk

Selftrade Tel: +44 (0) 845 070 0720

www.selftrade.co.uk

Notes to Editors

Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus.

Expected Timetable of Principal Events

1. No temporary documents of the title will be issued. Underlying applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.

The times and dates shown in the table above are indicative only and are subject to change. All times are London times. If Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

Offer Statistics

1. There can be no assurance that the market price of an Ordinary Share will be equal to or exceed the Offer Price.

2. This does not include the New Ordinary Shares that the Advent Shareholder has agreed to subscribe for pursuant to the Subscription Agreement at the Offer Price which will raise proceeds of £75.0 million for the Company.

3. This includes the additional New Ordinary Shares that the Advent Shareholder has agreed to subscribe for pursuant to the Subscription Agreement at the Offer Price in the amount of £75.0 million.

4. The number of such Ordinary Shares is, in aggregate, equal to 10.0% of the number of Ordinary Shares comprised in the Offer.

5. In addition, the Advent Shareholder has agreed to subscribe for New Ordinary Shares pursuant to the Subscription Agreement at the Offer Price from which the Company will raise proceeds of £75.0 million.

6. The net proceeds receivable by the Company are stated after deducting underwriting commissions and other fees, taxes and expenses incurred by the Company in connection with the Offer, of approximately £35.5 million. The Company will not receive any of the net proceeds from the sale of Existing Ordinary Shares in the Offer by the Selling Shareholders or the sale of Over-allotment Shares pursuant to the Over-allotment Option.

7. The net proceeds receivable by the Selling Shareholders are stated after deducting underwriting commissions and amounts in respect of stamp duty or SDRT payable by the Selling Shareholders in connection with the Offer, of approximately £0.1 million.

8. The market capitalisation of the Company at any given time will depend on the price of the Ordinary Shares at the time.

Forward Looking Statements

Certain statements contained in this document are, or may be deemed to be, "forward-looking statements".

These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond Equiniti's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "anticipates", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts.

Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors or Equiniti with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Equiniti's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of Equiniti and the industry in which it operates. These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Equiniti. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which Equiniti operates is consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

The forward-looking statements contained in this document speak only as of the date of this document. New factors will emerge in the future, and it is not possible for Equiniti to predict which factors they will be. In addition, Equiniti cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority.

Each of Barclays Bank PLC, Goldman Sachs International, Credit Suisse Securities (Europe) Limited and Liberum Capital Limited and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this document whether as a result of new information, future developments or otherwise.

Important notice

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities of Equiniti Group plc have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of, Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Canada, Australia, Japan or South Africa or to any national, resident or citizen of Canada, Australia, Japan or South Africa.

This announcement is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus .

Any purchase of Shares in the proposed Global Offer should be made solely on the basis of the information contained in the Prospectus. Before purchasing any Shares, persons viewing this announcement should ensure they fully understand and accept the risks which are set out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

This announcement does not constitute a recommendation concerning the Global Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that are set out in the Prospectus. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. There is no guarantee that Admission will occur and you should not base your financial decisions on Equiniti's intentions in relation to Admission at this stage. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the entity concerned.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area ("EEA") that have implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and are intended only for those who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each member state of the EEA which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who are (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) persons to whom it may otherwise be lawfully communicated (all such persons being referred to as "Relevant Persons"). Nothing in this announcement constitutes investment advice and this announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this document or any of its contents.

Barclays Bank PLC, Goldman Sachs International, Credit Suisse Securities (Europe) Limited, Liberum Capital Limited and N M Rothschild & Sons Limited are regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulation Authority and authorised in the United Kingdom by the Prudential Regulation Authority, save in the case of Liberum Capital Limited which is regulated by the Financial Conduct Authority only, and are acting exclusively for Equiniti and no-one else in connection with the Global Offer. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Equiniti for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Global Offer, Barclays Bank PLC, Goldman Sachs International, Credit Suisse Securities (Europe) Limited and Liberum Capital Limited and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Equiniti or related investments in connection with the Global Offer or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Barclays Bank PLC,Goldman Sachs International, Credit Suisse Securities (Europe) Limited and Liberum Capital Limited or any of their respective affiliates acting as investors for their own accounts. In addition Barclays Bank PLC, Goldman Sachs International, Credit Suisse Securities (Europe) Limited and LIberum Capital Limited may enter into financing arrangements (including swaps) with investors in connection with which such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Shares. Barclays Bank PLC, Goldman Sachs International Credit Suisse Securities (Europe) Limited and LIberum Capital Limited do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of Barclays Bank PLC, Goldman Sachs International, Credit Suisse Securities (Europe) Limited, Liberum Capital Limited and N M Rothschild & Sons Limited or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Equiniti, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The Offer timetable, including the date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Offer and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

In connection with the Global Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.