Issue of Equity and Warrants

28 June 2017

Green & Smart Holdings plc

("Green & Smart" or "the Company")

Issue of Equity and Warrants

Green & Smart Holdings plc (AIM: GSH), a renewable energy company generating power from biogas captured through the treatment of palm oil mill effluent ("POME") in Malaysia, announces that following the private placement announced on 19 June 2017 ("Private Placement"), application has been made to the London Stock Exchange for 2,500,671 shares of no par value ("Shares") to be admitted to trading on AIM ("Admission") and it is expected that such Admission will occur at 8.00 a.m. on 29 June 2017. The Shares will be issued credited as fully paid and will rank in full for all dividends or other distributions declared, made or paid after Admission and will otherwise be identical to and rank on Admission pari passu in all respects with the existing shares of no par value.

In accordance with the terms of the Private Placement, the Company will issue warrants to subscribe for an additional 16 shares of no par value ("Warrants"), exercisable at a price of 9.25 pence per share in accordance with the terms of warrant instruments under which the Warrants will become exercisable immediately upon issue until June 2022. Following the issue of the Warrants, there will be warrants to subscribe up to a total of 7,232,013 shares of no par value in the Company.

The Shares and Warrants to be issued are additional to those issued on 20 June 2017 on the first closing of the Private Placement as described in the announcement on 19 June 2017.

Immediately following Admission, the Company will have 293,569,812 Shares in issue, none of which will be held in treasury.

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