Firm Placing, Placing and Open Offer

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, OR ANY OF THE OTHER EXCLUDED TERRITORIES.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 NEW ORDINARY SHARES, 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, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED FIRM PLACING, PLACING AND OPEN OFFER. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF COMMUNISIS PLC AT WAKEFIELD ROAD, LEEDS LS10 1DU.

14 February 2013

Communisis plc

("Communisis" or the "Company")

Proposed equity issue to raise gross proceeds of £20 million

Firm Placing of 37,500,000 New Ordinary Shares and

Placing and Open Offer of 12,500,000 New Ordinary Shares at a price of 40 pence per share

and Notice of General Meeting

The Board announces today the details of the Firm Placing, Placing and Open Offer to raise approximately £20 million (approximately £18.9 million net of expenses) through the issue of 50,000,000 New Ordinary Shares at an issue price of 40 pence per New Ordinary Share, subject to Shareholder approval.

Completion of the Fundraising is subject, inter alia, to Shareholder approval, which will be sought at the General Meeting to be held at 9.00 a.m. on 5 March 2013. Dealings in the New Ordinary Shares are expected to commence at 8.00 a.m. on 6 March 2013.

A prospectus (the "Prospectus") providing full details of the Fundraising and incorporating a notice of the General Meeting will be posted to Shareholders shortly.

A copy of the Prospectus will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. Copies of the Prospectus are also available on the Company's website at www.communisis.com and for collection, free of charge during normal business hours from the Company's registered office up to and including the date of Admission.

Summary of the Firm Placing, Placing and Open Offer

·; Fundraising totalling £20 million (£18.9 million net of expenses) by way of a Firm Placing, Placing and Open Offer.

·; 37,500,000 New Ordinary Shares will be issued through the Firm Placing and 12,500,000 New Ordinary Shares will be issued through the Placing and Open Offer at an issue price of 40 pence per New Ordinary Share.

·; The Issue Price represents a discount of approximately 12.3 per cent. to the Closing Price of 45.625 pence per Ordinary Share on 13 February 2013 (being the last Business Day prior to the announcement of the Firm Placing, Placing and Open Offer).

·; The Board unanimously considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meeting on 5 March 2013.

·; The net proceeds of the Fundraising will help the Group achieve its strategic objectives and will be used for investment in new contracts and to fund previously announced restructuring costs in connection with the Group's Lisburn and Leeds operations and also small acquisitions and working capital.

Peter Hickson, Chairman, commented:

"Communisis continues to make significant progress in growing sales and expanding its service offering. As the communications landscape continues to change, we are the trusted partner to our clients in particular with the move towards more digital communications.

The fundraising which we are proposing today will strengthen our balance sheet considerably; providing us with further resource to invest in delivering new contracts, optimise our cost base and supplement the organic growth plan with niche acquisitions.

We are pleased to report that the placing was substantially oversubscribed with strong demand from both existing shareholders and new institutional investors."

For further information please contact:

Nplus1 Singer Advisory LLP

Nplus1 Singer Advisory LLP, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Services Authority, is acting as sponsor, financial adviser and joint broker to Communisis plc in connection with the proposed Fundraising and Admission. Nplus1 Singer Advisory LLP is acting exclusively for Communisis plc in connection with the Fundraising and Admission and no one else. Nplus1 Singer Advisory LLP will not be responsible to anyone other than Communisis plc for providing the protections afforded to clients of Nplus1 Singer Advisory LLP nor for advising any other person on the transactions and arrangements described in this announcement or the Prospectus. No representation or warranty, express or implied, is made by Nplus1 Singer Advisory LLP as to any of the contents of this announcement or the Prospectus. Apart from the liabilities and responsibilities, if any, which may be imposed on Nplus1 Singer Advisory LLP by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Nplus1 Singer Advisory LLP accepts no responsibility whatsoever for the contents of this announcement or the Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with Communisis plc, the Existing Ordinary Shares, the New Ordinary Shares, the Fundraising or Admission. Nplus1 Singer Advisory LLP accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Prospectus or any such statement.

Cenkos Securities plc

Cenkos Securities plc, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Services Authority, and is acting as joint broker to Communisis plc in connection with the Firm Placing and the Placing. Cenkos Securities plc is acting exclusively for Communisis plc in connection with the Firm Placing and the Placing and no one else. Cenkos Securities plc will not be responsible to anyone other than Communisis plc for providing the protections afforded to clients of Cenkos Securities plc nor for advising any other person on the transactions and arrangements described in this announcement or the Prospectus. No representation or warranty, express or implied, is made by Cenkos Securities plc as to any of the contents of this announcement or the Prospectus. Apart from the liabilities and responsibilities, if any, which may be imposed on Cenkos Securities plc by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Cenkos Securities plc accepts no responsibility whatsoever for the contents of this announcement or the Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with Communisis plc, the Existing Ordinary Shares, the New Ordinary Shares, the Fundraising or Admission. Cenkos Securities plc accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Prospectus or any such statement.

EXTRACTS FROM THE PROSPECTUS

Introduction

The Company intends to raise gross proceeds of £20 million through a Firm Placing, Placing and Open Offer comprising the issue of 50,000,000 New Ordinary Shares at 40 pence per New Ordinary Share, raising net proceeds of approximately £18.9 million, after expenses of £1.1 million. The Firm Placing, Placing and Open Offer are not underwritten. The Issue Price represents a discount of approximately 12.3 per cent. to the Closing Price of 45.625 pence per Ordinary Share on 13 February 2013 (being the last Business Day before the announcement of the Firm Placing, Placing and Open Offer).

The Fundraising is conditional, inter alia, on Shareholder approval to give the Directors the required authorities to allot the requisite number of New Ordinary Shares, to disapply statutory pre-emption rights in relation to the allotment of the New Ordinary Shares and to approve the Issue Price, which is at a discount of approximately 12.3 per cent. to the closing middle market price as at 13 February 2013 (being the last Business Day before the announcement of the Firm Placing, Placing and Open Offer). Pursuant to the Listing Rules, Shareholder approval is required where such a discount is greater than 10 per cent.

The Resolutions will be proposed at the General Meeting which has been convened for 9.00 a.m. on 5 March 2013 and will take place at the offices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES.

The Board unanimously considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and recommends that Shareholders vote in favour of all of the Resolutions. The net proceeds of the Fundraising will help the Group achieve its strategic objectives, which the Board believes in turn will promote the growth in total shareholder returns.

Background to and reasons for the Fundraising

The Board's core business objective is to improve the Group's proposition as a marketing services provider, including its ability to deliver a range of tailored services, either individually or in combination, that meet the particular and changing needs of each client. Its principal financial objective is to increase profitability so as to deliver double digit operating profit margin on sales (excluding pass through) over the medium term. The Board aims to achieve this through the pursuit of a number of strategic initiatives, including:

·; growing sales both organically and by further acquisitions of businesses in specialist complementary areas to leverage the Group's ability to cross-sell services to new and existing clients;

·; extending activities to broaden and deepen the service offering;

·; further diversifying the client portfolio beyond the financial services sector;

·; following international clients into overseas markets;

·; investing in specialist processing capabilities, notably high-speed colour digital platforms; and

·; continuing to optimise the direct cost and overhead base.

Communisis has continued to execute its growth strategy both organically and through acquisition in the last 12 months, as demonstrated by:

·; winning new multi-year contracts, many of which already deliver double digit margin on sales. New contracts include those awarded by British Telecommunications plc and Nationwide Building Society announced on 26 November 2012 and 8 January 2013, respectively;

·; the broadening of the sectors serviced, with increased aggregate revenues in the consumer goods, utilities, retail and telecommunications sectors;

·; the completion of three acquisitions (Kieon Limited ("Kieon"), Yomego Limited ("Yomego") and The Garden Marketing Limited ("Garden Marketing")) in strategic growth areas for an aggregate net cash consideration of £1.5 million; and

·; the expansion of its capabilities in on-line communication, social media and specialist content management as a result of these acquisitions.

Following the significant contract wins referred to above, the Company expects to generate over 70 per cent of its 2013 revenues from all of its multi-year contracts. These contracts will utilise cash resources for working capital and capital expenditure. Approximately £6 million of the net proceeds of the Fundraising will be used for investment in new contracts.

In line with its strategy of improving the efficiency of its operations, the Company announced in November 2012 the closure of its cheque personalisation facility in Lisburn, Northern Ireland and the consolidation of production at certain other facilities. A further restructuring of the direct mail operations in Leeds was also announced at the same time in order to reduce costs. Both programmes are expected to be completed during the first quarter of 2013, with the aggregate cash costs being approximately £1.4 million.

After deducting the known cash costs identified above, the net proceeds of the Fundraising will be used to fund small acquisitions, in line with the Group's stated strategy, and to fund working capital.

The Board targets the key metrics below when appraising investment opportunities and these are consistent with the objective of delivering double digit operating margins on sales (excluding pass through). Average projected returns on a basket of recent contracts and projects are significantly in excess of these targets.

• a minimum contribution on sales of 20 per cent.;

• a minimum internal rate of return of 20 per cent.; and

• a maximum payback period of three years.

The Directors believe that the net proceeds received from the Fundraising will allow the Group to achieve its stated objectives more quickly than if its capital resources were restricted to those currently available. In the event that the Fundraising does not proceed, the Company will utilise its debt facilities to fund the applicable working capital and other costs, in respect of existing and recently awarded contracts.

However, Communisis might be restricted from tendering for new contracts, making acquisitions or implementing further cost reduction programmes due to the reduced headroom on its debt facilities, if the Fundraising does not proceed.

Use of proceeds

The net proceeds of the Firm Placing, Placing and Open Offer of approximately £18.9 million will be used for investment in new contracts and to finance restructuring costs, small acquisitions and working capital. Investment in new contracts includes payments for migrating services from previous suppliers, capital expenditure and specialist software. The Fundraising is considered by the Directors to be in the best interests of Shareholders as it will allow the Company to pursue its stated strategy more effectively. The intended uses of the gross proceeds are set out below.

Immediately following the Fundraising, outstanding Group net debt will reduce by approximately £18.9 million. The cash outflows in respect of funding for new contracts are expected to be over a period of six months following the Fundraising, based on known contract awards as at the date of this announcement.

Information on the Firm Placing, Placing and Open Offer

The Company proposes to raise, in aggregate, approximately £20 million (approximately £18.9 million net of expenses) by way of a Firm Placing of 37,500,000 New Ordinary Shares to certain new and existing institutional investors and a Placing and Open Offer of 12,500,000 New Ordinary Shares, representing, in aggregate, 26.17 per cent. of the Enlarged Ordinary Share Capital, at an issue price of 40 pence per Share. The Joint Brokers have conditionally placed the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. The Joint Brokers have conditionally pre-placed all of the Placing Shares with institutional investors on behalf of the Company at the Issue Price, subject to clawback by Qualifying Shareholders in order to satisfy valid applications under the Open Offer.

The Issue Price of 40 pence per New Ordinary Share represents an effective 12.33 per cent. discount to the Closing Price of 45.625 pence on 13 February 2013, being the Business Day prior to the announcement of the Issue. The Issue Price has been set by the Directors following their assessment of market conditions and following discussions with a number of institutional investors. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary.

The Issue is conditional, inter alia, upon the following:

(i) Resolutions 1, 2 and 3 being passed by Shareholders at the General Meeting;

(ii) the Placing Agreement becoming unconditional; and

(iii) Admission being effective.

Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Issue will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled.

A Qualifying Non-CREST Shareholder who sells or transfers all or part of their holding of Existing Ordinary Shares prior to 15 February 2013, being the date upon which the Existing Ordinary Shares will be marked "ex" the entitlement to the Open Offer by the London Stock Exchange, should consult their broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying Non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. The Application Form should not, however, subject to certain exceptions, be forwarded to or transmitted in or into the Excluded Territories.

Application has been made to the UKLA for the New Ordinary Shares proposed to be issued in connection with the Firm Placing, Placing and Open Offer to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market. It is expected that Admission of the New Ordinary Shares will become effective, and that dealings in the New Ordinary Shares will commence, shortly after the date of the General Meeting.

The Firm Placing

The Joint Brokers have conditionally placed firm the Firm Placing Shares at the Issue Price pursuant to the Placing Agreement. The Firm Placing Shares represent approximately 75 per cent. of the New Ordinary Shares and have been placed with certain institutional investors. The Firm Placing Shares are not subject to clawback. The Firm Placing is conditional, inter alia, upon the passing, without amendment, of the Resolutions and Admission taking place.

The Placing and Open Offer Shares

The Joint Brokers have also conditionally placed the Placing Shares with new and existing institutional investors at the Issue Price. The Placing Shares will be subject to clawback to satisfy valid applications under the Open Offer.

Qualifying Shareholders have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Issue Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:

1 Open Offer Share for approximately every 11.284 Existing Ordinary Shares

held by them and registered in their names on the Record Date and so in proportion to any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of Open Offer Shares. Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Open Offer Entitlement.

Peter Hickson, Andrew Blundell, Michael Firth, David Rushton and John Wells, Directors of the Company, have indicated their intention to apply for their full pro rata entitlements under the Open Offer of 110,778, 6,203, 17,720, 580 and 18,835 New Ordinary Shares, respectively.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, the Open Offer Entitlements will not be tradable and applications in respect of the Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders. Qualifying Shareholders who do not apply to take up their Open Offer Entitlements will have no rights under the Open Offer or receive any proceeds from it.

Application has been made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 15 February 2013. The Open Offer Entitlements will also be enabled for settlement in CREST on 15 February 2013 to satisfy bona fide market claims only. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part VIII of the Prospectus and for Non-CREST Qualifying Shareholders on the accompanying Application Form. To be valid, Application Forms or CREST instructions (duly completed) and payment in full for the Open Offer Shares applied for must be received by the Company's registrars by 11.00 a.m. on 4 March 2013. Application Forms should be returned to Capita Registrars, at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Qualifying Non-CREST Shareholders will receive an Application Form with the Prospectus which sets out their maximum entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them.

Qualifying CREST Shareholders should note that, although their entitlement will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that their Application Form is not a negotiable document and cannot be traded. Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part VIII of the Prospectus and, where relevant, on the Application Form. Qualifying CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlements on 15 February 2013.

General

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including ranking in full for all dividends and distributions declared, made or paid after Admission.

The Open Offer is not being made to Overseas Shareholders in Excluded Territories, whose attention is drawn to paragraph 5 of Part VIII of the Prospectus.

If the conditions of the Placing Agreement are not fulfilled or (where capable of waiver) waived on or before 6 March 2013 (or such later time and date as the Company, N+1 Singer and Cenkos may agree, being not later than 8.00 a.m. on 5 April 2013), the Open Offer will not become unconditional and application monies will be returned to applicants, without interest, as soon as practicable thereafter.

Although there is no current intention to do so (other than pursuant to the Fundraising and under the Share Schemes), it is possible that the Company may decide to offer additional Shares in the future (for example to finance corporate acquisitions).

Current Trading and Prospects

Trading for the year ended 31 December 2012 was in line with the Board's expectations and the Directors believe that the Group has a strong new business pipeline. The new business that has already been secured, such as the recently announced contract wins with British Telecommunications plc and Nationwide Building Society, will contribute from early in 2013. The Group's client-led international expansion has progressed well, with approximately 7 per cent. of its revenues derived from overseas sources in 2012 (2011: approximately 4 per cent.). Net debt as at 31 December 2012 was approximately £21 million (2011: £24.7 million).

The Group's markets continue to evolve rapidly and present considerable opportunities for Communisis to demonstrate its client proposition. An increasing number of leading consumer-facing brands recognise the value of the Group's ability to design, produce and deploy their customer communications efficiently, reliably and at scale. This has led to more projects incorporating design services and has resulted in a strong pipeline of bids.

The Group expects annualised revenues from new business to more than offset the reduction in demand for more mature services. This is emphasised by the substantial multi-year contract awards announced during the last three months. The Group also continues to manage its cost base in line with market developments so as to maintain competitiveness and margins.

The recent contract wins indicate strong support for the Group's service offering which covers both the processes to deliver one-to-one communications and management of the content within those communications. These capabilities are expected to be a key driver of growth in 2013 and beyond.

Following changes in guidance on the basis of the calculation and presentation of pension charges under International Accounting Standard 19 ("IAS19"), Communisis' results for the year ending 31 December 2013 will include an increased non-cash charge in respect of the Pension Scheme. The total charge for the Pension Scheme is expected to be approximately £1.4 million (2012: credit of £0.1 million). This amount includes the costs of running the Pension Scheme of approximately £0.6 million, which for the 2013 financials will be classified as an administrative cost, rather than being included in the finance charge. This represents a change in accounting policy in 2013 and the comparative for the year ended 31 December 2012 will be restated to reflect this. This change in accounting policy has no impact on the Group's cash payments to the Pension Scheme, which (excluding administrative costs) are limited to £1.15 million until at least 2015.

On 14 February 2013, Communisis increased its committed bank facilities by £10.0 million to a total of £55.0 million. The new facilities comprise two new tranches to the multi-currency revolving credit facility, being (i) a £5.0 million tranche ("Facility C") and (ii) a further £5.0 million tranche which Communisis may utilise by way of an overdraft facility (with such overdraft being provided on a committed basis) ("Facility D").

It is a requirement of the facility agreement that the net proceeds of the Fundraising are used to repay (to the extent that it is drawn) Facility C, at which time the £5.0 million extension to the multi-currency revolving credit facility will be cancelled. The Board does not expect to utilise Facility C prior to completion of the Fundraising. On completion of the Fundraising, Facility D will be withdrawn and it is expected that Barclays Bank PLC will provide an uncommitted overdraft facility of £5.0 million to replace it, such that the amount of the overdraft facilities available to the Company will remain unchanged. The Group's bank facilities will then total £50.0 million, comprising a £45.0 million multi-currency revolving credit facility (committed until 24 August 2014) and an uncommitted £5.0 million overdraft facility. In the event that the Issue does not complete, all of the increased facilities will remain in place.

Dividend policy

The Directors intend to maintain a progressive dividend policy, with an appropriate level of cover, which is consistent with their views of the Group's cash flows and growth prospects. The Group declared dividends of 1.5 pence per share in the year ended 31 December 2011 (1.29 pence in 2010), an increase of 16 per cent. on the prior year. The Group declared an interim dividend of 0.55 pence in 2012, an increase of 10 per cent. on the prior period (0.50 pence in 2011).

General Meeting

A notice convening the General Meeting to be held at 9 a.m. on 5 March 2013 at the offices Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES is at the back of the Prospectus. The purpose of the General Meeting is to seek Shareholder approval of the Resolutions in connection with the Firm Placing, Placing and Open Offer.

A summary of the Resolutions is set out below:

Resolution 1 - authority to allot

An ordinary resolution to authorise the Directors to allot Ordinary Shares up to a maximum nominal amount of £12,500,000 pursuant to the Firm Placing, Placing and Open Offer, representing approximately 35.45 per cent. of Communisis' issued share capital as at 13 February 2013 (being the last practicable date before the publication of this announcement).

This resolution will allow Communisis to allot sufficient Ordinary Shares to satisfy its obligations in connection with the Issue. This authority will expire at the conclusion of the next annual general meeting of the Company. This resolution is conditional upon the passing of Resolutions 2 and 3.

Resolution 2 - allotting shares at a discount of more than 10 per cent.

An ordinary resolution to authorise the Directors to allot Ordinary Shares at an issue price that is at a discount of more than 10 per cent. to the closing middle market price of the Ordinary Shares as at 13 February 2013 (being the last Business Day before the date of this announcement). This authority will expire at the conclusion of the next annual general meeting of the Company. This resolution is conditional upon the passing of Resolutions 1 and 3.

Resolution 3 - disapplication of pre-emption rights

A special resolution to disapply statutory pre-emption rights in relation to the allotment of equity securities.

This resolution will authorise the Directors to allot shares for cash pursuant to the authority conferred on them by Resolution 1 as if section 561 of the Companies Act did not apply to such allotment, provided that such power shall be limited to the allotment of the Ordinary Shares up to a maximum nominal amount of £12,500,000 pursuant to the Firm Placing, Placing and Open Offer. This represents approximately 35.45 per cent. of Communisis' issued share capital as at 13 February 2013 (being the last practicable date before the publication of this announcement).

This authority will expire at the conclusion of the next annual general meeting of the Company. This Resolution is conditional upon the passing of Resolutions 1 and 2.

Resolution 4 - authority to capitalise reserves

An ordinary resolution to authorise the Directors, upon the exercise of an option granted under the Sharesave Scheme, to capitalise reserves of the Company and apply the same to the extent required to meet the amount by which the exercise price of such an option is, following an adjustment in accordance with the rules of the Sharesave Scheme, less than the nominal value of an Ordinary Share.

This resolution will allow Communisis to ensure that holders of Sharesave Scheme options are treated fairly in the adjustments applied to their options in consequence of the Fundraising by, if necessary, adjusting the option exercise price to below nominal value. The amounts involved cannot be ascertained until the basis for adjustment is determined following the ex-entitlement date for the Open Offer, but are not considered to be significant in the overall context of the Fundraising. This resolution is conditional upon the passing of all of Resolutions 1, 2 and 3.

Recommendation

The Board believes that the Fundraising is in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors have irrevocably undertaken to the Company to do (or as the case may be, procure) in respect of all of the Existing Ordinary Shares in which the Directors or connected persons are beneficially interested, representing approximately 1.24 per cent. of the issued share capital of the Company.

Expected Timetable of Principal Events

Firm Placing, Placing and Open Offer Statistics

(1) On the assumption that no further Ordinary Shares are issued as a result of the exercise of any options under the Share Schemes between the posting of the Prospectus and Admission.

Definitions

Forward-looking statements

Certain statements contained in this announcement are, or may constitute, "forward looking statements". Such forward looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such risks, uncertainties and other factors include, among others, changes in the credit markets, changes in interest rates, legislative and regulatory changes, changes in taxation regimes, and general economic and business conditions, particularly in the United Kingdom. These forward looking statements speak only as at the date of this announcement.