THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

19 November 2021

GB GROUP PLC

(the "Company" and together with its subsidiary undertakings "GBG" or the "Group")

Results of Placing

GB Group plc (AIM: GBG), the expert in digital location, identity and identity fraud software, is pleased to announce the successful completion of the non-pre-emptive placing of new ordinary shares of 2.5 pence each in the capital of the Company ("Ordinary Shares") announced on 18 November 2021 (the "Placing") in connection with GBG's conditional agreement to acquire the entire issued and to be issued share capital of Acuant Intermediate Holding Corp. (the "Acquisition").

A total of 41,379,310 new Ordinary Shares (the "Placing Shares") have been placed by Peel Hunt LLP ("Peel Hunt") and Jefferies International Limited and Jefferies GmbH (together, "Jefferies") acting as joint global co-ordinators and joint bookrunners (Jefferies and Peel Hunt, together the "Joint Bookrunners") with new and existing institutional investors at a price of 725 pence per Placing Share (the "Placing Price"), raising gross proceeds of approximately £300 million.

Concurrently with the Placing, retail investors have subscribed in the separate offer made by the Company via the PrimaryBid platform for a total of 689,655 new Ordinary Shares (the "Retail Shares" and, together with the Placing Shares, the "Offer Shares") at the Placing Price (the "Retail Offer") raising gross proceeds of approximately £5 million.

The Placing and Retail Offer will in aggregate comprise the issue of 42,068,965 new Ordinary Shares, and will raise gross proceeds of approximately £305 million. The Placing Price represents a discount of approximately 17 per cent. to the closing price of 875.5 pence on 18 November 2021. The Offer Shares being issued together represent approximately 21 per cent. of the existing issued share capital of the Company prior to the Placing and the Retail Offer.

The Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all future dividends and other distributions declared, made or paid on or in respect of such ordinary shares after the date of issue of the Offer Shares.

Application has been made to London Stock Exchange plc ("LSE") for the Offer Shares to be admitted to trading on AIM, a market operated by the LSE ("Admission"). It is expected that settlement for the Offer Shares and Admission will take place at 8.00 a.m. on 23 November 2021 and that dealings in the Offer Shares will commence at that time. The Placing and the Retail Offer is conditional, inter alia, upon Admission becoming effective by 8.00 a.m. on 23 November 2021 or such later time and/or date (being not later than 30 November 2021) as the Company and the Joint Bookrunners may agree and upon the placing agreement between the Company and the Joint Bookrunners becoming unconditional and not being terminated in accordance with its terms prior to Admission.

Separately, in relation to the Acquisition and as announced by the Company on 18 November 2021, a total aggregate number of 12,005,359 new ordinary shares in the Company are expected to be issued as part consideration in connection with the Acquisition (the "Rollover Shares"). It is expected that the Rollover Shares will be admitted to trading on AIM at 8.00 a.m. on 29 November 2021.

Total Voting Rights

Following admission of the Offer Shares and Rollover Shares becoming effective, the Company will have 251,100,202 Ordinary Shares of 2.5 pence each in issue. There are no shares held in treasury. Therefore, following admission of the Offer Shares and Rollover Shares, the total number of voting rights in the Company will be 251,100,202 (the "Voting Rights Figure"). This Voting Rights Figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

This announcement (the "Announcement") contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. The person responsible for arranging for the release of this Announcement on behalf of the Company is Annabelle Burton, Company Secretary of GBG.

About GBG

GBG are the experts in digital location, identity and identity fraud software, helping organisations across the globe eliminate customer friction and fraud from their digital experiences. GBG develop and deliver digital identity, address verification, fraud prevention and compliance software to over 20,000 customers globally.

Through the combination of the latest technology, the most accurate data and unrivalled expertise, GBG helps organisations ranging from start-ups to the largest consumer and technology brands in the world deliver seamless experiences, enabling their customers to transact online with greater confidence.

Headquartered in the UK with over 1,000 team members across 15 countries.

IMPORTANT NOTICES

THIS ANNOUNCEMENT (THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, Singapore, the Republic of South Africa or any other jurisdiction in which such release, publication, distribution or forwarding would be unlawful. No public offering of the securities referred to in this Announcement is being made in any such jurisdiction or elsewhere.

No action has been taken by the Company, Jefferies International Limited ("JIL"), Jefferies GmbH ("JEG" and, together with JIL, "Jefferies") or Peel Hunt LLP ("Peel Hunt" and, together with Jefferies, the "Joint Bookrunners") or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") that would, or is intended to, permit an offer of the securities referred to in this Announcement or possession or distribution of this Announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about and to observe any restrictions contained in this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement has not been approved by the UK Financial Conduct Authority or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. In member states of the European Economic Area (the "EEA"), this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, this Announcement is directed at and is only being distributed to "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (c) other persons to whom it may otherwise lawfully be communicated (all such persons together being "Relevant Persons"). This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; and (ii) in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons and will be engaged in only with such persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such offering document or prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation) to be published.

Subject to the limited circumstances described below, this Announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in, into or within the United States. The securities referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, acquired, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities mentioned herein in the United States.

The Placing Shares will only be offered and sold: (i) outside of the United States in accordance with Regulation S under the US Securities Act ("Regulation S") and otherwise in accordance with applicable laws and; (ii) in the United States only to a limited number of investors that are reasonably believed to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act ("Rule 144A") pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Any offer or sale of Placing Shares in the United States will be made only by broker-dealers who are registered as such under the US Securities Exchange Act of 1934, as amended.

No prospectus has been filed with an securities commission or similar regulatory authority in Canada in connection with the offer and sale of the Placing Shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Placing Shares and any representation to the contrary is an offence. Each Canadian investor who purchase the Placing Shares pursuant to the Placing will be deemed to have represented to the Company and the Joint Bookrunners and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Announcement (including any amendment hereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the offering of Placing Shares is conducted pursuant to any exemption from the requirement that Canadian investors be provided with certain underwriter conflicts of interest disclosure that would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

This Announcement has not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA")) pursuant to Section 274 of the SFA; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward ‐ looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and the Joint Bookrunners expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Jefferies International Limited and Peel Hunt LLP are each authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies GmbH is authorised and regulated in Germany by the Bundesanstalt für Finanzdienstleistungsaufsicht. Each Joint Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing, the content of this Announcement or any other matter described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing, the content of this Announcement or any other matter described in this Announcement and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to its clients nor for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matter described in this Announcement. Neither Jefferies nor Peel Hunt is acting for the Company with respect to the Retail Offer. The responsibilities of Peel Hunt as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or any director, shareholder or any other person.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of any Joint Bookrunner (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended (the "FSMA") or the regulatory regime established thereunder) or by its affiliates or any of its or their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of any Joint Bookrunner or any of its affiliates or any of its or their respective Representatives in connection with the Company, the Offer Shares, the Placing or the Retail Offer and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by any Joint Bookrunner or any of its affiliates or any of its or their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

The Offer Shares to be issued or sold pursuant to the Placing and the Retail Offer will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.