Director/PDMR Shareholding and Issue of Equity

PROACTIS Holdings PLC

("Proactis" or "the Company")

Director's Dealing and Issue of Equity

PROACTIS Holdings PLC (AIM: PHD), the specialist Spend Control software provider, announces that, following receipt of notice of exercise of options from Tim Sykes, a Director of the Company, options have been exercised at a price of 18.75p per share in respect of 100,000 Ordinary Shares of 10p par value ("Ordinary Shares") in the capital of the Company.

Following the exercise of options and resultant issue of new Ordinary Shares, Tim Sykes holds 123,001 Ordinary Shares in the capital of the Company which represents 0.39 per cent of the Company's enlarged issued share capital and the Company has a total of 31,583,040 Ordinary Shares in issue with each Ordinary Share carrying the right to one vote. The above figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

Application has been made for the new Ordinary Shares, which will rank pari passu with existing ordinary shares, to be admitted to trading on AIM, and admission is expected to take place on 12 November 2012.

PROACTIS Holdings PLC

Rod Jones, Chief Executive Officer Tel: 01937 545 070

www.proactis.com

finnCap Limited

Marc Young/Charlotte Stranner Tel: 020 7220 0500

Notes to Editor:

PROACTIS creates, sells and maintains specialist software which enables organisations to streamline, control and monitor all internal and external expenditure, other than payroll. PROACTIS is used in over 300 organisations in the UK from the commercial, public and not-for-profit sectors.