Keo PLC — Proxy Solicitation & Information Statement 2016

Oct 24, 2016

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 16 November 2016 at 10:00 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.

20 October 2016

NOTIFICATION OF EXTRAORDINARY GENERAL MEETING

The Shareholders of KEO plc are notified that, on 16 November 2016 at 10:00 am, an Extraordinary General Meeting of the Company's shareholders will take place at the Company's registered office, 1 Franklin Roosevelt Avenue, 3012 Limassol.

Agenda:

Consideration and approval of the following ordinary resolution:

«That an amount of $64,584,836.06$ , now credited in the Company's retained earnings from the profits of the years 2014 and 2015, as shown below, be distributed to the shareholders by way of dividend in proportion to the shares held by them as at 28 November 2016, that corresponds to 14.8 cent of the Euro per share, but subject to withholding of Special Defense Contribution where and to the extent applicable, on condition that 83% 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 of 60.81 cent of the Euro per share to be issued and allotted to the beneficiaries of such dividends as aforesaid. The remaining 17% of the amount of the dividend shall be payable in cash to such beneficiaries, subject to the withholding of any Special Defense Contribution payable in respect to the whole amount of the dividend in each case to the extent applicable.

The 83% 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 (60.81 cent of the Euro per share) and the corresponding number of new shares will be allotted to each beneficiary. 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 where it applies, will be paid in cash.

The aforementioned profits are: For the year 2014: $£2,646,540.29$ For the year 2015: $\epsilon$ 1.938.295.77 »

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

By order of the Board of Directors George Hiletis Secretary

KEO plc

Document providing information in accordance with article 5(1) of Law 114 (I) of 2005 (Public offers and Prospectus Law of 2005) for the issue of 6,257,776 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.

$\mathbf{B}$ . 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 60.81 cent of the Euro per share.

$\mathbf{C}$ . DETAILS OF THE DIVIDEND DISTRIBUTION

The Company's Board of Directors, at the meeting that took place on 20 October 2016 has decided the payment of dividend $64,584,836.06$ that corresponds to 14.8 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 16 November 2016.

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

• 83% 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 60.81 cent of Euro per 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 2 months (ie between 19 August and 19 October 2016) with a discount of 20%.
• 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 (83% of the total dividend) will be divided by the issue price of the new shares (60.81) cent of the Euro per 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 where appicable, will be paid in cash.
• The remaining 17% of the amount of the dividend shall be payable in cash to such beneficiaries, subject to the withholding of any Special Defense Contribution 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 6,257,776 ordinary shares of the Company will be issued, which represent 20.20% of the 30,978,622 already issued shares of the Company. Including the 6,257,776 new shares that are expected to be issued due the above allotment, the total share capital of the Company will amount to 37,236,398 shares.

The new shares to be issued will have a nominal value of $\epsilon$ 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.

TO KEO plc P.O BOX 50209 3602 LIMASSOL

FORM OF RPOXY

I/We experience and the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contrac
from	as
Member/Members of KEO plc hereby appoint
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or if he/she cannot attend
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as my/our proxy to attend and vote on my/our behalf at the Extraordinary General Meeting of KEO plc which will take
place at the Company's registered office, 1 Franklin Roosevelt Avenue, 3012 Limassol on Wednesday 16 November

2016 at 10:00 am and at any adjournment thereof.

Date

Signature

Notes:

• This Form of Proxy must be submitted, with any accompanying documents that may be required, at the $\bullet$ Company's registered office, 48 hours before the time set for the convocation of the General Meeting or any adjournment thereof.
• In case of a Company, this document must bear the official company seal must be signed by the company's $\bullet$ duly authorised signatories.
• In case of Joint Shareholders, the Form of Proxy must be signed by the shareholder whose name appears $\bullet$ first in the Register of Members

FOR INTERNAL USE ONLY

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