Brightside Group PLC ( Brightside or the Company ) Proposed Acquisitions of ESystems Limited ( E-Systems ) and edevelopment Limited ( edevelopment )

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1 25 November 2011 Brightside Group PLC ( Brightside or the Company ) Proposed Acquisitions of ESystems Limited ( E-Systems ) and edevelopment Limited ( edevelopment ) Highlights Proposed acquisition of market leading full cycle software capability through the acquisition of E-Systems and edevelopment for a total consideration of 17.0 million Ownership of edevelopment, the software house, providing Brightside with total control of the specification and timing of the development of its online distribution capability The entire consideration from the sale of E-Systems will be used to increase the capital base of Southern Rock Insurance Company Limited which currently provides underwriting capacity to the Group Earnings enhancing for shareholders of Brightside Commenting on the acquisitions, Paul Chase-Gardener, Finance Director of Brightside said: These technology acquisitions augment the suite of broking assets within the Brightside Group to create a fully integrated specialist insurance broking model. This represents both an earnings enhancing acquisition for shareholders and reinforces the attractions of Brightside as the preferred broking and distribution option for underwriters. Brightside is increasingly able to achieve a competitive advantage through creating innovative partnerships based on its end to end service offering both online and through our Call Centres. We consider this advantage to be vital in an insurance market which continues to feel the effects of disproportionately high claims ratios. Enquiries: Brightside Group plc Paul Chase-Gardener +44 (0) Evolution Securities Limited (Nomad and Joint Corporate Broker) Stuart Andrews +44 (0) Collins Stewart Europe Limited (Joint Corporate Broker) Roger Lambert / Bruce Garrow / Adam Miller +44 (0) Winningtons Public Relations +44 (0) Tom Cooper / Paul Vann +44 (0)

2 Notes to Editors: Brightside Group plc, (AIM:BRT) is a fast growing insurance broking and financial services group. With a market leading position in commercial van insurance, the Group is made up of complementary insurance broking, lead generation, premium finance and medical reporting businesses. Brightside and its associated businesses distribute insurance products to individuals and businesses through call centres and online. Call centre based brands include Commercial Vehicle Direct, One Business, One Bike, Motor and Home Direct, Taxi Direct and Minibus Direct. The Group sells online through the einsurance Group brands ecar, ebike, evan, ehome, ecommercial and elife as well as through YouChooseinsurance.co.uk For further information see - Disclaimer Evolution Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting as nominated and financial adviser to the Company in connection with the matters described in this announcement. Evolution Securities Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Evolution Securities Limited or for advising any other person on the Acquisitions or any other arrangements described in this announcement. Evolution Securities Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Evolution Securities Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

3 Brightside Group PLC ( Brightside or the Company ) Proposed Acquisitions of ESystems Limited ( E-Systems ) and edevelopment Limited ( edevelopment ) 1. Introduction The Company announces that it had entered into the E-Systems Sale and Purchase Agreement and the edevelopment Sale and Purchase Agreement to acquire the entire issued share capital of E- Systems, which is 100 per cent. owned by Rock e-systems Limited for 16 million and edevelopment, which is 80 per cent. owned by Rock e-systems Limited and 20 per cent. owned by Simon Jones for 1 million. 16 million of the Consideration, 15 million relating to the acquisition of E-Systems and 1m relating to the acquisition of edevelopment is payable in cash on Completion. The balance of the Consideration, being 1m is payable on the first anniversary of Completion, and is not subject to any earn out provisions. The Company has received irrevocable undertakings from Rock e- Systems Limited and Rock Holdings Limited ( RHL ), being the parent undertaking of Rock e- Systems Limited that the entire Consideration received in respect of E-Systems will be used to further capitalise Southern Rock Insurance Company Limited ( SRICL ). The Company will satisfy the Consideration from its existing resources. The Acquisitions are conditional on and require (i) (ii) the approval by Shareholders at the General Meeting as they are substantial property transactions between the Company and its Directors or their connected persons for purposes of section 190 of the Act as Arron Banks, Paul Chase-Gardener and John Gannon together have a beneficial interest in 100 per cent. of the issued share capital of RHL; and the consent of Clydesdale Bank plc in accordance with the terms of the Facility Agreement 2. Background to and reasons for the Acquisitions The esystem E-Systems owns the esystem, which is a bespoke platform currently licenced to E Insurance Services Limited, a member of the Group and used to distribute and administer the Group s online e insurance products sold under the brand names ecar, ebike, evan and ehome. The esystem is designed to be a full cycle online insurance distribution platform which provides the customer with the ability to obtain a quote, purchase a policy, renew, amend or cancel an existing policy entirely on line, 24 hours a day. The provision of the esystem is E-Systems only trade. edevelopment edevelopment is a software development company whose primary function is the development and maintenance of the esystem. In addition, edevelopment also provides other related services to members of the Group and the Rock Holdings Group, these include: website hosting: ensuring that domain names are maintained and protected; and infrastructure services: ensuring sufficient server capacity is maintained. The Company has decided to make the Acquisitions at this time for the reasons set out below:-

4 Strategic importance of the esystem The Directors believe that the future growth plans of the Group are likely to be dependent upon the continued development and implementation of a successful strategy based around the distribution of insurance policies online supported by a telephone based call centre capability. In addition, the Directors believe that an online distribution capability will become more important to the Group as transactions by customers are increasingly performed on line. Therefore the Directors believe it makes strategic sense for the Group to own the platform over which it transacts its on line business in order to secure its access to online distribution capability, and to provide the Group with control over the future development of the platform itself. The acquisition of edevelopment ensures the Group can continue to develop and maintain the esystem platform to the timings and specification required by the Group. To secure access to underwriting capacity The ecar, ebike and evan policies sold by the Group have historically been underwritten by SRICL and consequently the growth of these brands has been linked to the appetite and ability of SRICL to underwrite further policies. It is for this reason that the Company has devoted significant time and focus on reducing the reliance on SRICL to provide underwriting capacity through the development of a panel of insurers who would underwrite ecar policies. The ecar Panel has continued to develop during 2011 and is currently responsible for underwriting 10 to 15 per cent. of the total ecar annual policy sales and as such the Board believes the Group is starting to experience real traction from the ecar Panel. However, while the ecar Panel continues to build, and whilst it is expected to provide sufficient underwriting capacity to the Group in the medium to long term, in the short term the Group will still rely on the underwriting capacity provided by SRICL. To support this short term need the Directors of RHL and Rock e-systems Limited have given irrevocable undertakings to the Company that the consideration received on the sale of E-Systems will be used entirely to capitalise SRICL. Earnings enhancing The Directors expect the Acquisitions to be earnings enhancing in the first full year of ownership. Further financial information on E-Systems and edevelopment and the effects of the Acquisitions on the Company is set out in paragraph 3 below. 3. Financial information on E-Systems and edevelopment and the effects of the Acquisitions on the Company For the year ended 31 December 2010, E-Systems generated revenue of 10.6 million and profit before tax of 5.1 million. For the same period, edevelopment generated revenue of 5.9 million and profit before tax of 0.2 million. As at 31 December 2010, E-Systems had net assets of 11.1 million and edevelopment had net liabilities of 0.5 million. During 2010, SRICL sold the rights to distribute ecar and ebike policies to the Group. In calculating the consideration paid it was agreed between the two parties that SRICL would contribute towards the development costs for the ecar Panel. This was agreed at 2 million which was recognised as other income in the statutory financial statements of E-Systems during the financial year No similar income will be recognised in the current financial year. In 2010, 383,104 insurance policies were distributed to customers through the esystem. Following the acquisition of E-Systems, the Group will no longer pay royalties to related parties

5 for its use of the esystem. The Directors estimate that had E-Systems been owned and operated by the Group during 2010, such a level of activity would have led to revenue of approximately 6.3 million and profit before tax and amortisation of 4.5 million being recognised by the Group. This estimate is calculated in accordance with the proposed income and cost structure of E-Systems, post acquisition. Shareholders should note that in December 2009, the Company entered into an Option Agreement which granted the Company a five year call option to acquire the entire issued share capital of edevelopment and the computer programs, applications and systems that make up the esystem. If the Option Agreement were to be exercised, the consideration payable for edevelopment and the esystem would be approximately 31 million. This is due to the option for the esystem being priced without the Group envisaging the increase in the volume of policies being sold across the esystem, accordingly the Directors believe that the consideration payable under the Option Agreement for the esystem would be too high. Following discussions with the directors of Rock e-systems Limited, agreement was reached for the Group to acquire E-Systems and edevelopment for a combined value of 17 million after the Directors concluded that this would be in the best interest of the Company and its Shareholders as a whole. Consequently, it was agreed that the edevelopment Sale and Purchase Agreement and the E-Systems Sale and Purchase Agreement should be entered into by the Company and that the Option Agreement will be cancelled following completion. 4. Summary of the edevelopment Sale and Purchase Agreement and E-Systems Sale and Purchase Agreement edevelopment Sale and Purchase Agreement In accordance with the terms of the edevelopment Sale and Purchase Agreement, the Company will purchase the entire issued share capital of edevelopment from Rock e-systems Limited and Simon Jones for a consideration of 1 million which is payable on completion. Completion of the edevelopment Sale and Purchase Agreement is conditional on the passing at a General Meeting of the Company of the Resolution by 23 December 2011 and the Company receiving the consent of Clydesdale Bank plc in accordance with the terms of the Facility Agreement. RHL will guarantee the obligations of Rock e-systems Limited and Simon Jones under the edevelopment Sale and Purchase Agreement and will also act with Rock e-systems Limited and Simon Jones as an additional warrantor. E-Systems Sale and Purchase Agreement In accordance with the terms of the E-Systems Sale and Purchase Agreement, the Company will purchase the entire issued share capital of E-Systems from Rock e-systems Limited for an initial consideration of 15 million which is payable on completion and deferred consideration of 1 million which is payable on or before the first anniversary of completion. Completion of the E- Systems Sale and Purchase Agreement is conditional on the passing at a General Meeting of the Company of the Resolution by 23 December 2011 and the Company receiving the consent of Clydesdale Bank plc in accordance with the terms of the Facility Agreement. RHL will guarantee the obligations of Rock e-systems Limited under the E-Systems Sale and Purchase Agreement and will also act with Rock e-systems Limited as an additional warrantor. 5. Related party transaction The Acquisitions represent related party transactions under the AIM Rules as Rock e-systems Limited is a related party by virtue of Arron Banks, Paul Chase-Gardener and John Gannon having a beneficial interest in 100 per cent. of the issued share capital of RHL (RHL owns 100 per cent. of the issued share capital of Rock e-systems Limited).

6 The Independent Directors consider, having consulted with the Company s nominated adviser, Evolution Securities, that the terms of the Acquisitions are fair and reasonable insofar as the Company s Shareholders are concerned. 6. Current trading and outlook The second half of the year has seen trading in our core broking business remain strong though challenging, particularly in terms of continued price competition from other brokers. As set out in the interim results a hard market generally offers opportunities for brokers, whilst also representing a period of limited insurance capacity as insurers initially seek to maximise sales through their own direct offerings before offering capacity to brokers. Additionally many insurers experienced poor underwriting results during the period 2008 to 2010 (largely driven by customer misrepresentation on policy sales made through internet channels) which has further reduced capacity. The continued growth of ecar during the second half of 2011 has been restricted by this lack of available insurance capacity which has been reflected in a general reluctance on the part of insurers to trade over the internet due to historically poor underwriting results and delays in the development of the panel solution for the ecar product. To address these issues, the Group has continued to develop the ecar panel and negotiated with insurers to provide additional capacity to support the continued growth of ecar into 2012 and beyond. The ecar panel continues to grow and the 3 new panel members referenced in the interim results are expected to begin trading during the first quarter of Additionally capacity agreements with three separate insurers are nearing completion and SRICL, which continues to underwrite the majority of the ecar sales, is in the process of finalising a substantial extension to its capacity with a major reinsurance partner. The Group has also invested significant resources in to validating customer details. This work continues to prove successful in terms of delivering improved underwriting results to insurers, however, due to the limited volumes of policies being underwritten by Panel members they are yet to recognise the full beneficial impact of these policy screening techniques. The underwriting results of SRICL have already significantly improved since the introduction of the validation and the Directors remain confident that the positive impact on underwriting results will soon be recognised by the other panel members. This is expected to lead to them improving the competitiveness of their product in order to increase policies sales. The policy validation process has resulted in the number of policies cancelled due to customer misrepresentation being higher than originally anticipated with policy cancellation rates running in excess of 20 per cent of initial sales during The costs of this have had some impact on the short term performance of the Group, and although this could have been mitigated by relaxing the screening techniques applied to policy sales made, we are committed to a path which protects insurers underwriting results in order to secure long term relationships with our insurer partners. The Directors continue to anticipate the percentage of ecar sales made by panel members will increase as a result of the new entrants to the panel and existing members offering improved rates due to the success of the policy validation in providing improved underwriting results. They therefore expect that the combination of these measures will continue to drive forward the growth of ecar into 2012 and beyond. The Group s premium finance operation continues to perform strongly, largely driven by continuing referrals from the Group s insurance broking operations which have successfully increased their premium finance penetration rate from 36% in 2010 to 45% in In total the number of new premium finance loans processed in the 10 month period ended 31 October has increased to 185,745 in 2011 from 127,060 in 2010.

7 Despite the increased costs of validation and the capacity constraints on underwriting, 2011 will still be a record year for the Group albeit that it is now expected that reported profits for the second half will be marginally behind those for the first half and therefore somewhat below the market s expectations. The Directors are pleased that the benefits of recent acquisitions will be reflected in increased earnings per share and the Board remains confident of delivering substantial growth in 2012 and for the foreseeable future. 7. General Meeting It is expected that a circular convening a General Meeting to be held on 22 December 2011 at 10 a.m. at Lysander House, 2 nd Floor, Catbrain Lane, Cribbs Causeway, Bristol BS10 7TQ will be posted shortly. 8. Recommendation The Independent Directors consider the Acquisitions to be in the best interest of the Company and its Shareholders as a whole and accordingly unanimously recommend Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their beneficial holdings of Ordinary Shares, amounting, in aggregate, to 39,731,727 Ordinary Shares, representing approximately 8.71 per cent. of the existing issued ordinary share capital of the Company.

8 DEFINITIONS The following definitions apply throughout this document, unless the context otherwise requires: Acquisitions Act AIM AIM Rules Board or Directors the acquisition by the Company of the entire issued share capital of E-Systems from Rock e-systems Limited and the acquisition of 80% of the issued share capital of edevelopment from Rock e- Systems Limited, and the acquisition of the remaining 20% of the issued share capital of edevelopment from Simon Jones the Companies Act 2006, as amended the alternative investment market operated by the London Stock Exchange the rules governing the admission to and operation of AIM as published by the London Stock Exchange from time to time the directors of Brightside Business Day Company or Brightside a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business Brightside Group plc, a public limited company incorporated in England and Wales with registered number Completion the completion of the Acquisitions pursuant to the edevelopment Sale and Purchase Agreement and the E-Systems Sale and Purchase Agreement Consideration the consideration payable for the Acquisitions pursuant to the E- System Sale and Purchase Agreement and the edevelopment Sale and Purchase Agreement ecar Panel edevelopment edevelopment Sale and Purchase Agreement E-Systems esystem panel of insurers which the Group is in the process of assembling to underwrite ecar policies edevelopment Limited, a company incorporated and registered in England and Wales with registered number the conditional agreement dated 24 November 2011 between the Company, RHL, Simon Jones and Rock e-systems Limited for the purchase of the entire issued share capital of edevelopment ESystems Limited, a company incorporated and registered in Gibraltar with company number the online computer programs, applications and systems that make up the platform which is used to distribute and administer

9 insurance policies sold on line and which is currently owned by E- Systems E-Systems Sale and Purchase Agreement Evolution or Evolution Securities Facility Agreement The conditional agreement dated 24 November 2011 between the Company, RHL and Rock e-systems Limited for the purchase of the entire issued share capital of E-Systems Evolution Securities Limited, the Company s nominated adviser and broker The facility agreement between Panacea Finance Limited, a subsidiary of Brightside and Clydesdale Bank plc dated 5 August 2010 as amended and restated on 13 June 2011 FSMA the Financial Services and Markets Act 2000 General Meeting Group or Brightside Group Independent Directors the general meeting of the Company to be convened for 10 a.m. on 22 December 2011 at Lysander House, 2 nd Floor, Catbrain Lane, Cribbs Causeway, Bristol BS10 7TQ the Company and each of its subsidiaries at the date of this document Dr. Christopher Fay, Stuart Palmer, Helen Molyneux, Julian Telling and Leslie Hughes London Stock Exchange Option Agreement RHL Rock e-systems Limited Rock Holdings Group Shareholders Shares SRICL London Stock Exchange plc the option agreement dated 1 December 2009 between (1) the Company (2) RHL (3) Simon Jones and (4) E-Systems whereby the Company was granted an option to buy the entire issued share capital of edevelopment from RHL and Simon Jones and an option to buy the esystem from E-Systems Rock Holdings Limited, a company incorporated and registered in the Isle of Man with company number C Rock e-systems Limited, a company incorporated in England and Wales with registered number Rock Holdings Limited and each of its subsidiaries at the date of this document holders of Ordinary Shares Ordinary Shares Southern Rock Insurance Company Limited, a company incorporated and registered in Gibraltar with company number 93137