Issue of Equity and Total Voting Rights

Proactis Holdings PLC

Issue of Equity

and Total Voting Rights

PROACTIS Holdings PLC ("PROACTIS", the "Group" or the "Company"), the global spend management solution provider, announces that it has finalised the payment of the remaining contingent consideration due to the vendor of Proactis Benelux B.V. ("BV" and "Seller"), as disclosed and detailed in the Company's annual report for the year ended 31 July 2018.

BV was acquired on 24 October 2017 (the "Acquisition") and agreements were signed in March 2019 to amend the amounts payable as deferred consideration to the Seller from a maximum of €1.5m to an amount of €250,000 payable in cash and a final one-off amount of €400,000 payable in cash or shares (the "Revised Agreement"), at the Company's sole discretion. Pursuant to the Revised Agreement, provided the Seller remained an employee of the Company at 31 July 2019, he would be entitled to this final one-off payment of €400,000. The Company has elected to satisfy half of this in cash and half in new shares.

The Company is therefore issuing 313,832 new ordinary shares of 10p each in the share capital of the Company ("Ordinary Shares") to the Seller as final settlement of the share element of this deferred consideration. The 313,832 new ordinary shares represent 0.33 per cent. of the current issued share capital of the Company. The issue price of 56.4 pence was based on the average mid-market closing price of the Company's share over the 20 business days prior to the signing of the Revised Agreement on 18 March 2019. The Seller has entered into a lock-in and orderly market agreement which prevents him from selling the shares issued to him under the Revised Agreement until after the first anniversary of admission of these Ordinary Shares and governs the circumstances in which the Ordinary Shares issued to him can be disposed of during the 12 months following the first anniversary of the admission.

Application has been made for the 313,832 new Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 4 October 2019. The new Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.

The total number of Ordinary Shares in issue following Admission will be 95,532,628. Accordingly, the figure of 95,532,628 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 and Transparency Rules.

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Notes to Editors:

Proactis creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure. Its solutions are used in approximately 1,000 buying organisations around the world from the commercial, public and not-for-profit sectors.