Keyware Technologies NV — Transaction in Own Shares 2016

Aug 18, 2016

PRESS RELEASE 18 August 2016 – 20:00 CET

Keyware starts a share buy-back programme capped to EUR 1 million

Brussels, Belgium – 18 August 2016 – Today, Keyware (EURONEXT Brussels: KEYW) is announcing the start of a share buy-back programme for a maximum amount of EUR 1 million as decided by Extraordinary General Shareholders Assembly of the subsidiary Keyware Smart Card Division NV which was held on 18 August 2016.

The decision to launch a share buy-back programme is aimed at maximizing shareholder's value. A first decision to that end was the announcement that an interim dividend would be paid out. The share buy-back programme is a second decision in this respect. It is also a reflection of Keyware's confidence in its strategy, which has not yet been reflected in the Group's valuation. Indeed, its stock quotes were significantly lower compared to the intrinsic value as established in valuation reports issued by analysts.

At the (Annual) General Shareholders Assembly of Keyware Technologies NV, which was held on 27 May 2016, it was decided, inter alia:

• that the authorization of the Board of Directors with regard to share buy-backs be renewed for a period of 5 years
• that this authorization to purchase own shares of the Company be extended to one of its directly-controlled subsidiaries in accordance with article 627 of the Companies Code
• that the Board of Directors be authorized to dispose own shares acquired as a result of the share buy-back programme, and that, in this regard, within the confines of the law, the Board of Directors not be bound by time nor duration limits
• that this authorization to dispose own shares of the Company be extended to one of its directly-controlled subsidiaries in accordance with article 627 of the Companies Code

The Extraordinary General Shareholders Assembly of Keyware Smart Card Division NV, a directlycontrolled subsidiary of Keyware Technologies NV, which was held on 18 August 2016, has enacted that the buy-back programme of the Keyware Technologies shares should be in accordance with statutory provisions:

• purchase at a minimum price equal to the share's official closing price on Euronext Brussels on the trading day immediately preceding the acquisition, minus twenty (20) percent
• purchase at a maximum price equal to the share's official closing price on Euronext Brussels on the trading day immediately preceding the acquisition, plus twenty (20) percent
• that all this be effected in accordance with articles 620 through 625 of the Companies Code

The decision to purchase own shares therefore takes place in application of articles 620 (general principles concerning the purchase of own shares / share buy-back), 617 (distributable profits) and 627 (extension to subsidiaries) of the Companies Code.

This programme will start on 24 August 2016 over a maximum period of one year, which will end on 23 August 2017. Keyware has entrusted a stockbroking firm with the execution of this programme.

About Keyware

Keyware (EURONEXT Brussels: KEYW) is a leading supplier of electronic payment solutions, loyalty systems, identity applications and related transaction management. Keyware is based in Zaventem, Belgium. More information is available on www.keyware.com.

For additional information, please contact:

Mr Stéphane Vandervelde President & CEO Keyware Technologies Tel.: +32 2 346 25 23 ir@keyware.com www.keyware.com