Notification of Major Interest in Shares

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

Circle Holdings plc

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

An acquisition or disposal of voting rights

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):

Change in share capital of the Issuer

x

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

Balderton Capital III L.P.

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

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

8 December 2014

6. Date on which issuer notified:

22 December 2014

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

9% and 8%

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

Ordinary Shares

16,756,534

16,756,534

16,756,534

16,756,534

7.46

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

-

-

-

-

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

Warrant

£1.52

Open

Anytime

695,815

Nominal

Delta

0.31

Total (A+B+C)

Number of voting rights

Percentage of voting rights

17,452,349

7.77

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

-

Proxy Voting:

10. Name of the proxy holder:

-

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

-

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

-

13. Additional information:

14. Contact name:

Jerome Misso / Carl Dickinson

15. Contact telephone number:

020 7016 6800