Further Investment of RM6 million from MTDC

20 December 2016

Green & Smart Holdings plc

("GSH" or the "Company" and together with its subsidiaries the "Group")

Green & Smart Receives Further Investment of RM6 million from MTDC

Green & Smart Holdings plc, a renewable energy company generating power from biogas captured through the treatment of Palm Oil Mill Effluent (POME) in Malaysia, is pleased to announce that the Group has raised Ringgit Malaysia (RM) six million (approx. £1.14 million at RM5.25 to 1GBP conversion rate) through the issue of new ordinary shares to Malaysian Technology Development Corporation Sdn Bhd ("MTDC"), a company wholly-owned by the sovereign wealth fund of the Government of Malaysia that was established to promote and support the commercialisation of technology in Malaysia. The new shares were issued at an effective price per share equivalent to approximately 10.62 pence.

The proceeds will be used by the Group to provide additional working capital for the development of its pipeline of biogas projects.

MTDC has subscribed for 6,000,000 redeemable convertible preference shares of RM1.00 each ("RCPS") in a wholly-owned subsidiary of the Company, Green & Smart Sdn Bhd. Following the issue of the RCPS, the RCPS were converted into 10,761,367 new ordinary shares in the Company pursuant to a share swap agreement entered into between the Company, Green & Smart Ventures Sdn Bhd and MTDC.

The Company has issued, conditional on admission, 10,761,367 new ordinary shares ("Subscription Shares") at a subscription price of 10.62 pence per Subscription Share (the "Subscription"), being the closing price on 16 December 2016. On admission, the Subscription Shares will rank pari passu in all respects with the existing ordinary shares.

Application has been made for the Subscription Shares to be admitted to trading on AIM and admission is expected to take place on or around 23 December 2016. Following admission, MTDC will hold 19,476,367 shares in the Company, amounting to 6.78% of the enlarged issued share capital of the Company.

In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company hereby announces that following Admission it will have 287,428,034 Ordinary Shares in issue, none of which are held in treasury. Therefore, the total number of voting rights in the Company is 287,428,034.

The above figure of 287,428,034 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Mr. Saravanan Rasaratnam, Group Managing Director of Green & Smart, said: "We are pleased to receive the support of our existing shareholder, MTDC, who share our belief that Green & Smart remains a highly attractive investment opportunity. We feel very privileged to have the strong backing of the Malaysian Government, through MTDC, for our renewable energy initiatives.

"This is most encouraging news as it gives us additional financial strength to continue to develop our extensive pipeline of projects. This investment, together with recently announced news of becoming an Independent Power Producer as the Kahang biogas plant became fully operational at headline capacity exporting energy to the national grid, puts the Group on a firm footing from which to build in order to achieve its ambition to be a major player in the renewable energy sector."

Special note concerning the Market Abuse Regulation

The information communicated in this announcement is inside information for the purposes of Article 7 of Market Abuse Regulation 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Subscription, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

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