Keo PLC — Share Issue/Capital Change 2016

Dec 12, 2016

KEO plc

Document providing information in accordance with article $7(1)$ of Law 114 (I) of 2005 (Public offers and Prospectus Law of 2005) for the issue of 6,257,841 new ordinary shares of KEO plc.

$A$ . COMPANY PROFILE

KEO plc ("the Company") with registration 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 7(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 and the admission of these shares for trading in the alternative market of the Cyprus Stock Exchange.

$C_{\cdot}$ 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. Related ordinary resolution has been approved at an extraordinary General Meeting of the Company's shareholders that took place on 16 November 2016.

In the ordinary resolution is provided that:

1. 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 which has been issued and allotted to the beneficiaries of such dividends.

2. 1. 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 (i.e. between 19 August and 19 October 2016) with a discount of 20%.
3. 1. For the calculation of the corresponding number of shares which has been allotted to each beneficiary, the amount of dividend used for the payment in full of new shares $(83\%$ of the total dividend) has been divided by the issue price of the new shares $(60.81)$ cent of the Euro per share). In case the aforesaid calculation resulted to a fractional number, then if the fractional number was less than 0.50 it was ignored, but if it was equal or greater than 0.50 then an additional share was allotted in regards to that fractional number.
4. 1. For any shareholders for which the above calculation resulted 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.
5. 1. The remaining 17% of the amount of the dividend shall be payable in cash to such beneficiaries and is subject to the withholding of Special Defense Contribution that correspond on 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, a total number of 6,257,841 ordinary shares of the Company has been issued, which represent 20,20% of the 30,978,622 already issued shares of the Company. Including the 6,257,841 new shares that have been issued due the above allotment, the total share capital of the Company amounts to 37.236.463 shares.

The new shares that have been issued have a nominal value of $\epsilon$ 0.43 per share and 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 has proceeded 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.

9 December 2016