Exercise of Warrants & Total Voting Rights

22 March 2017

FreeAgent Holdings plc

("FreeAgent" or the "Company")

Exercise of Warrants and Total Voting Rights

FreeAgent Holdings plc, a provider of cloud-based Software-as-a-Service ("SaaS") accounting software solutions and mobile applications designed specifically for UK micro-businesses, announces that it has received notice from Kreos Capital IV (Expert Fund) Limited ("the Warrantholder") of the exercise of 91,495 warrants in exchange for the issue of 91,495 ordinary shares of 0.01 pence each ("Ordinary Shares") (the "Warrant Shares"). The warrant exercise was effected as a cashless exercise in accordance with the terms of the warrant instrument, as a result of which the Warrantholder has waived its subscription rights to the balance of 87,835 Warrant Shares previously held.

Application has been made for the Warrant Shares, which rank pari passu in all respects with the Company's existing Ordinary Shares, to be admitted to trading on AIM which is expected to occur on or around 28 March 2017.

Following issue of the Warrant Shares, the Company's total issued share capital will consist of 40,713,975 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in Treasury. Therefore, following the issue of the Warrant Shares, the total number of voting rights in the Company is 40,713,975. This figure may be used by shareholders 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.

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