Holding(s) in Company

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

API Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Steel Partners Holdings L.P.

4. Full name of shareholder(s)  (if different from 3.):iv

The shares are registered in the name of Vidacos Ltd as nominee for Mutual Securities, Inc for client account Cedar 2015 Ltd, Account 0fn-155615

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

20 January 2015

6. Date on which issuer notified:

22 January 2015

7. Threshold(s) that is/are crossed orreached: vi, vii

32%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

ISINGB0000592062

24,807,203

24,807,203

0

0

24,807,203

0

32.3%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

N/A

N/A

N/A

N/A

N/A

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

N/A

N/A

N/A

N/A

N/A

Nominal

Delta

N/A

N/A

Total (A+B+C)

Number of voting rights

Percentage of voting rights

24,807,203

32.3%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

The beneficial owner of the API Group plc shares is Cedar 2015 Limited. Cedar 2015 Limited is a wholly owned subsidiary of CoSine Communications Inc.. CoSine Communications Inc is an 80.6 per cent owned subsidiary of Steel Partners Holdings L.P.. SPH Group Holdings Limited (the previous beneficial holder) is a wholly owned subsidiary of Steel Partners Holdings L.P.

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

N/A

14. Contact name:

Terry Gibson

15. Contact telephone number:

+1 (408) 399 6490