Result of EGM and TVR

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, the Republic of South Africa, Australia, Canada or Japan or into any other jurisdiction where offers or sales would be prohibited by applicable law. This announcement is for information purposes only and is not an offer to sell or a solicitation to buy securities in Green & Smart Holdings plc or any other entity in any jurisdiction, including the United States, the Republic of South Africa, Australia, Canada or Japan.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014). Upon the publication of the announcement via a regulatory information service, this information is considered to be in the public domain.

24 January 2020

Green & Smart Holdings plc

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

Result of Extraordinary General Meeting and Total Voting Rights

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 at the Extraordinary General Meeting ("EGM") of the Company held earlier today, the Resolution placed before the meeting in respect of the approval of the waiver under Rule 9 of the City Code and taken by Independent Shareholders on a poll was approved. The result of the poll was 171,984,442 (100%) votes for and no votes against or withheld.

Accordingly, as agreed between the Company and Mr Syed Nazim bin Syed Faisal, the Loan will now be converted into 86,343,953 new Ordinary Shares representing 20 per cent. of the Enlarged Share Capital at an effective share price of approximately 1.85 pence and, as a result the Concert Party's interest in the Company will increase to, in aggregate, 172,687,534 Ordinary Shares representing approximately 40 per cent. of the Enlarged Share Capital.

As a result of the Debt for Equity Swap, the Concert Party will, in aggregate, be interested in shares carrying more than 30 per cent. of the Company's voting share capital, but will not hold shares carrying more than 50 per cent. of such voting rights and (for so long as they continue to be treated as acting in concert) any further increase in that aggregate interest in voting shares in the Company (other than the issue of the Ordinary Shares pursuant to the Debt for Equity Swap) will be subject to the provisions of Rule 9.

Application has been made to the London Stock Exchange for the 86,343,953 new Ordinary Shares issued in connection with the Debt for Equity Swap to be admitted to trading on AIM with admission expected to occur on or around 27 January 2020 ("Admission"). On Admission, the new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.

In accordance with the City Code, following the passing of the Whitewash Resolution at the EGM, on Admission the members of the Concert Party will own a maximum number of Ordinary Shares as follows:

Total Voting Rights

Following Admission, the Company's Enlarged Share Capital will consist of 431,719,765 Ordinary Shares. There are no Ordinary Shares held in treasury and therefore the total number of voting rights in the Company is 431,719,765 and this figure may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The Concert Party will not be restricted from making an offer for the Company.

Capitalised and defined terms used in this announcement have the meanings given to them in the Circular dated 3 January 2020.

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