Issue of Equity

22 September 2021

ZOO Digital Group PLC

("ZOO", the "Group" or the "Company")

Issue of Equity in respect of the conversion of Convertible Loan Stock Instruments

and Total Voting Rights

ZOO Digital Group plc, a world-leading provider of cloud-based localisation and digital distribution services to the global entertainment industry, announces that, following receipt of notices to convert pursuant to a £1,731,500 7.5% unsecured convertible redeemable loan stock instrument dated 1 September 2006 (as amended and reconstituted) ("CLN1") and a £800,000 7.5% unsecured convertible redeemable loan stock instrument dated 21 November 2014 (as amended and reconstituted) ("CLN2"), on 20 September 2021, the Company issued 5,273,959 new ordinary shares in the capital of the Company ("New Ordinary Shares") to those holders of CLN1 and CLN2 who had served the notices to convert at a conversion price of 48 pence per New Ordinary Share.

As part of the allotment of the New Ordinary Shares, it is disclosed that Mrs Sara Green, the wife of Stuart Green, the CEO and Director of ZOO, has converted the loan stock she held, amounting to the principal sum of £614,500 which has been converted into 1,280,208 New Ordinary Shares. It is also noted that Herald Investment Trust ("Herald") has converted its loan stock, amounting to the principal sum of £1,364,500 which has been converted into 2,842,709 New Ordinary Shares.

The conversion of loan stock by Herald, a substantial shareholder of the Company, and by Sara Green, the wife of Stuart Green (and therefore an associate), constitute related party transactions under the AIM Rules for Companies.

The Company's directors, with the exception of Stuart Green, having consulted with the Company's nominated adviser, Stifel Nicolaus Europe Limited, consider that the terms of the transactions are fair and reasonable insofar as the Company's shareholders are concerned.

Following the conversion of such loan stock under CLN1 and CLN2 there will be a remaining balance of the principal sum of £30,000 left in issue under CLN1 which has a maturity date of 31 October 2021. The Company anticipates this loan stock (together with all outstanding interest on CLN1 and CLN2) will be redeemed in full on the maturity date unless it receives notices to convert beforehand.

Application will be made to the London Stock Exchange for the 5,273,959 New Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence at 8.00 a.m. on or around 28 September 2021. 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 87,565,957. There are no Ordinary Shares held in treasury. The total number of voting rights in the Company is therefore 87,565,957. This number 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.