Shearwater : 07.12.18 Earn Out Issue of Equity

7 December 2018

SHEARWATER GROUP PLC

("Shearwater", or the "Company")

Newable Consulting earn out

Issue of equity

Shearwater Group plc (AIM: SWG) announces that pursuant to the acquisition of the business and assets of Newable Consulting Limited ("Newable") which completed on 26 July 2017, and following the achievement of certain performance hurdles, the Company has agreed the final earn out payment owing to Newable. In accordance with the asset purchase agreement this payment has been settled through the issuance and allotment of 612,017 new ordinary shares. The new ordinary shares will be subject to a 12 month lock in arrangement.

Application will be made for the 612,017 new ordinary shares to be admitted to trading on AIM, which is expected to take place on 13 December 2018. The new ordinary shares will rank pari passu with the existing ordinary shares in issue.

Total Voting Rights

In accordance with the provisions of the Disclosure, Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following admission, its issued share capital will comprise 1,903,679,138 ordinary shares of 1p each, none of which are held in treasury. Accordingly, the total number of voting rights in the Company will therefore be 1,903,679,138 on admission.

Enquiries:

Shearwater Group plc	www.theshearwatergroup.co.uk
David Williams	c/o Instinctif Partners
Michael (Mo) Stevens
Cenkos Securities plc - NOMAD and Broker	[phone]
Max Hartley - NOMAD
Julian Morse / Michael Johnson - Sales
Instinctif Partners - Financial PR	[e-mail]
Adrian Duffield / Chantal Woolcock / Kay Larsen	[phone]