Keo PLC — AGM Information 2019

May 16, 2019

ANNOUNCEMENT

KEO plc announces that, pursuant to article 128 of the Companies Law, Chapter 113, the Notification for the Extraordinary General Meeting of the Company's shareholders, which will be held on 12 June 2019 at 11:00 am, will not be sent or posted to the shareholders.

The Notification of the Extraordinary General Meeting of the shareholders, copy of which is attached, is available at the Company's website www.keogroup.com, at the website of the Cyprus Stock Exchange www.cse.com.cy and in printed format at the Company's registered office, 1 Franklin Roosevelt Avenue, 3012 Limassol.

16 May 2019

NOTIFICATION OF EXTRAORDINARY GENERAL MEETING

The Shareholders of KEO plc are notified that, on 12 June 2019 at 11:00 am, an Extraordinary General Meeting of the Company's shareholders will take place at the Company's registered office, 1 Franklin Roosevelt Avenie, 3012 Limansol.

Agenda:

Consideration and approval of the following ordinary resolution:

«That an amount of €7,968,603.08 credited in the Company's Retained earnings of the year 2017 and 2018 as shown below, be distributed to the shareholders by way of dividend in proportion to the shares held by them as at 24 June 20y way of corresponds to 21,4 cent of the euro per share, but subject to withholding of Special Defense Contribution and/or contributions towards the General Healthcare System (GHS) where and to the extent applicable, on condition that 81.3% of the corresponding dividend shall not be paid in cash but it shall be used for the payment in full of new shares in the capital of the Company at the price £1.31 per shares to be issued and allotted to the beneficiaries of such dividends as aforesaid. The remaining 18.7% of the amount of the divided shall be payable in cash to such beneficiaring, subject to the withholding of any Special Defense Contribution and/or contributions towards the GHS payable in respect to the whole amount of the dividend in each case to the extent applicable.

The 81.3% of the total dividend to be used for the payment in full of new shares will be divided by the issue price of the new shares (€1.31 per share) and the corresponding number of new shares will be allotted to each bepeficiary. In and the aforesaid calculation results to a fractional number, then if the firactional number is less than 0.50 it will be ignored, but if it is equal or greater than 0.50 then an additional share will be allotted in regards to that fractional number.

For any shareholders for which the above calculation results to the allotment of zero (0) shares the amount of dividend that corresponds to these shareholders, I ess any Special Defense Contribution and/or contributions towards the GHS where it applies, will be paid in cash.

The aforementioned profits are: For the year 2017: €4,416,964.30 For the year 2018: €3,551,638.78»

Attached is a document providing information in regards to the issue of new shares in accordance with article 5(1) of Law 114(1) of 2005 (Public offers and Prospectus Law of 2005).

By order of the Board of Directors George Hiletis Secretary

16 May 2019

KEO plc

Document providing information in accordance with article 5(1) of Law 114 (1) of 2005 (Public offers and Prospectus Law of 2005) for the issue of 4,945,400 new ordinary shares of KEO plc.

A. COMPANY PROFILE

KEO plc ("the Company") with registered number HE 835 is listed, as from 29 March 1996, in the alternative market of the Cyprus Stock Exchange where its shares are traded with code KEO and ISIN CY0001300413.

More information in regards to the Company are available at the website of the Cyprus Stock Exchange (www.cse.com.cy), at the Company's website (www.keogroup.com) and at the Company's registered office, 1 Franklin Roosevelt Avenue, 3012 Limassol.

B. PUPROSE OF THE PRESENT DOCUMENT

According to the article 5(1) of the Law 114(I) of 2005 (Public offers and Prospectus Law of 2005), there is no requirement to publish a prospectus during the public offer of shares in regards to dividends that are distributed to the existing shareholders in the form of allotment of shares, as long as the new shares are of the same category as the ones for which the dividend is distributed and on the condition that a document providing information as to the number and type of these shares is made publicly available. Such document must also mention the reasons and the details of the offer.

The purpose of this present document is to provide information to the investing community in regards to a dividend distribution in the form of shares with an issue price of €1.31 per share.

C. DETAILS OF THE DIVIDEND DISTRIBUTION

The Company's Board of Directors, at the meeting that took place on 23 April 2019 has decided the payment of dividend €7,968,603.08 that corresponds to 21.4 cent per share and the proposal of a related ordinary resolution for approval at an Extraordinary General Meeting of the Company's shareholders, that has been set to take place on 12 June 2019.

In the proposal by the Board of Directors is provided that:

• · 81.3% of the dividend will not be paid in cash but it shall be used for the payment in full of new shares in the capital of the Company at the price of €1.31per share to be issued and allotted to the beneficiaries of such dividends.
• · The issue price of the new shares has been determined according the weighted average trading price of the existing shares in the Cyprus Stock Exchange

• · during the last ten (10) meetings of the Cyprus Stock Exchange during which the Company's share was traded.
• · For the calculation of the corresponding number of shares to be allotted to each beneficiary, the amount of dividend to be used for the payment in full of new shares (81,3% of the total dividend) will be divided by the issue price of the new shares (€1.31per share). In case the aforesaid calculation results to a fractional number, then if the fractional number is less than 0.50 it will be ignored, but if it is equal or greater than 0.50 then an additional share will be allotted in regards to that fractional number.
• · For any shareholders for which the above calculation results to the allotment of zero (0) shares, the amount of dividend that corresponds to these shareholders, less any Special Defense Contribution and/or contributions towards the General Healthcare System (GHS) where and to the extent appicable, will be paid in cash.
• · The remaining 18,7% of the amount of the dividend shall be payable in cash to such beneficiaries, subject to the withholding of any Special Defense Contribution and/or contributions towards the GHS payable in respect to the whole amount of the dividend in each case where applicable.

The above proposal intends to distribute the Company's profits to its shareholders in the form of a dividend, and at the same time it achieves the retention of adequate liquidity for the financing of future investments in accordance with the Company's medium-term expansion plan.

As a result of the above dividend distribution in the form of allotment of shares, it is expected that a total number of 4,945,400 ordinary shares of the Company will be issued, which represent 13.28% of the 37,236,463 already issued shares of the Company. Including the 4,545,400 new shares that are expected to be issued due the above allotment, the total share capital of the Company will amount to 42,181,863 shares.

The new shares to be issued will have a nominal value of €0.43 per share and shall have the same rights as the existing shares including the right to vote, the right to receive dividend and the right to participate in the Company's assets during a dissolution of the Company.

The Company will proceed with an application for the admission of the new shares for trading in the alternative market of the Cyprus Stock Exchange where the already existing shares are being traded.

16 May 2019

FORM OF PROXY

I/We
trom		Identity Card No
	being Members of KEO plc, hereby appoint		from
	of failing of the or, failing him/her, phone program and the many of the more of the more of the more to the		from
	as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the
	Company's shareholders, which will be held on Wednesday, 12 June 2019 at 11:00 am and at any adjournment thereof as hereunder indicated in
	respect of the Resolutions set out in the Notice of Extraordinary General Meeting and, if no such indication is given, as my/our proxy thinks fit.
	EXTRAORDINARY GENERAL MEETING RESOLUTIONS	For (Note.5)	Against (Note.5)
	Ordinary resolution as specified in the Extraordinary General Meeting Notice

Date _________________________________________________________________________________________________________________________________________________________________________

Notes:

• 1. The record date for determining the right to vote at the Extraordinary General Meeting is 10 June 2019. Transactions which will take place on 7 June 2019 and thereafter will not be considered in determining the right to vote at the Extraordinary General Meeting.
• 1. This Form of Proxy must be deposited together with any other document that may be required, at the registered Office of the Company 24 hours prior to the commencement of the business of the Extraordinary General Meeting or the adjourned meeting/s.
• 1. If the appointer is a corporation, the Form of Proxy must bear the official seal of the Corporation and must be signed by the Corporation's duly authorized person/s.
• 1. In the case of joint shareholders, the Form of Proxy may be issued only by the shareholder whose name appears first in the Register of Members.
• 1. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK X IN THE EQUIVALENT BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK X IN THE EQUIVALENT BOX MARKED "Against". If you do not indicate how you wish your proxy to vote, your proxy is authorised to vote for or against the resolution or abstain, at his/hers discretion. Your proxy will also be entitled to vote at his/hers discretion on any resolutions properly put to the than those referred to in the Notice/s convening the Meeting/s.

FOR INTERNAL USE Total number of shares held: _________________________________________________________________________________________________________________________________________________

Date on which the Instrument of Proxy was received: __ / _ /

Notes to the Notice of the Extraordinary General Meeting

ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING

• Any person appearing as a shareholder in the Register of Members of 1 the Company on the record date is entitled to participate in the Extraordinary General Meeting. Each ordinary share is entitled to one vote. The record date for determining the right to vote at the Extraordinary General meeting is 10 June 2019. Transactions which will be taking place on 7 June 2019 and thereafter will not be considered in determining the right to vote at the Extraordinary General Meeting.
• 1. A member entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint a proxy to attend and vote on his behalf. Shareholders may appoint any person as their proxy. Such proxy need not be a member of the Company. Shareholders who appoint a proxy to vote on their behalf, but wish to specify how their votes will be casted, should tick the relevant boxes on the Form of Proxy.
• 1. The Form of Proxy, which will be available on the website of the Company www.keogroup.com, must be deposited at the Registered Offices of the Company 1 Franklin Roosevelt Ave, 3012 Limassol Cyprus Fax: +357 25 020001) 24 hours prior to the commencement of the business of the Extraordinary General Meeting.
• 1. If such appointor is a company, the Form of Proxy must bear the full name of the company, and be signed by its duly authorized officer/s. Shareholders should confirm that the Form of Proxy has been successfully received by the Company by calling at +357 25 020000.
• 1. Shareholders and/or their proxies who will attend the Extraordinary General Meeting are requested to carry with them their identity card, or other proof of identification.
• 1. Any corporation, which is a shareholder of the Company, may by resolution of its Directors, or other governing body, authorize such person, as it thinks fit to act as its representative at any meeting of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it was an individual member of the Company.

VOTING PROCEDURES AT THE ANNUAL GENERAL MEETING

• 1. At the Extraordinary General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded·
  2. a. by the Chairman, or
  3. b. by at least three members present in person or by proxy, or
  4. c. by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
  5. d. By a member or members holding shares in the Company conferring a right to vote at the meeting and being shares on which an aggregate sum has been paid up of equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
  6. If a poll is demanded in the aforesaid manner, it shall be taken 8. in such manner, as the Chairman shall direct and the result of the poll shall be deemed to be resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.
• 9 Unless a poll is demanded the declaration by the Chairman that a resolution has been approved by show of hands or has been approved unanimously or with the certain majority or has been declined, and a related entry was made in the minutes of the Company in regards to this meeting, will consist an indisputable proof of this fact without a requirement of proof of the number or the ratio of votes given in favour or against the resolution.
• 1. In the case of joint holders of shares, the vote of the more senior of the holders who votes, whether present or represented through a proxy, shall be accepted and the votes of all other joint holders will be exclude, and for that purpose seniority shall be judged from the order in which the names of the holders are registered in the Members' Register.

SHAREHOLDERS RIGHTS AT THE EXTRAORDINARY GENERAL MEETING

• Pursuant to article 127B of Companies Law Cap 113, shareholders 11 of the Company have the right to put an item on the agenda of the Extraordinary General Meeting, provided that:
  • a the shareholder or group of shareholders hold at least 5% of the issued share capital of the Company, representing at least 5% of the voting rights of shareholders entitled to vote at the meeting for which an item has been added on the agenda, and
  • the shareholders request to put an item on the agenda or b. resolution (as described above) is received by the Company's Secretary in hard copy or electronically at the addresses indicated below at least 42 days prior to the Extraordinary General Meeting.

KEO plc 1 Franklin Roosevelt Ave 3012 Limassol, Cyprus or by fax at +357 25 020001 or by email at keo@keogroup.com

1. Pursuant to article 128C of the Companies Law Cap 113, shareholders have a right to ask related questions to items on the agenda and to have such questions answered by the Board of Directors of the Company s ubject to any reasonable measures the Company may take to ensure the identification of shareholders.

OTHER INFORMATION AND AVAILBLE DOCUMENTS

• 1. As at 23 April 2019, the issued share capital of the Company is €16.011.679,09 divided into 37.236.463 ordinary shares of nominal value €0.43 each.
• 1. The notification for the Extraordinary General Meeting and the Form of Proxy are available in electronic form on the website of the Company www.keogroup.com and in hard copy at the Company's Registered Offices, 1 Franklin Roosevelt Ave. 3012 Limassol

KEO PLC

1 Franklin Roosevelt Ave., 3012 Limassol, Cyprus - P.O.Box 50209, 3602 Tel.:+357 25 020000 Fax:+357 25 020001 www.keo.com.cy keo@keogroup.com