Major Shareholding Notification • Apr 6, 2022
Major Shareholding Notification
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and to the issuer, by e-mail or by post.
Correction of a notification of Major Holding published on
(date of publication)
As of 5th April 2022, NN Group NV indirect holding of 5.159% of the voting rights in Bakkafrost fell to 0% of voting rights. The obligation to disclose was triggered due to the fact that all required conditions are met for NN Group NV to sell its 100% ownership in NN Investment Partners Holding N.V., the latter which has the said holding of voting rights in Bakkafrost. The final settlement of this transaction is expected to be on or around April 11th 2022.
Name6: NN Group N.V. City and country of registered office7 (if applicable): Schenkkade 65, 2595 AS The Hague, The Netherlands
Names of shareholder(s) holding directly 5 % or more voting rights, if different from 3.8
Date on which threshold was crossed or reached 9: 5th April 2022
| 6. Total positions | ||||
|---|---|---|---|---|
| % of voting rights attached to shares (total of 7.a.) |
% of voting rights through instruments (total of 7.b.1. + 7.b.2.) |
Total of both in % (7.a. + 7.b.) |
Total number of voting rights of issuer10 |
|
| Resulting situation | 0% | O | 0% | 59,143,000 |
| Previous notification (if applicable)11 |
5.007% | 0% | 5.007% |
| 7. Notified details of the resulting situation on the date of p. 5 | |||||
|---|---|---|---|---|---|
| a. Voting rights attached to shares (Art. 145, para. 1 and Art. 146, para. 1 of POSA) | |||||
| ISINT2 | Absolute13 | in % | |||
| direct (Art. 145, para. 1) |
Indirect14 (Art. 146, para. 1) |
direct (Art. 145, para. 1) |
Indirect-14 (Art. 146, para. 1) |
||
| FO00000000179 | 0 | 0% | |||
| Total |
| b.1. Instruments according to Art. 148a, para. 1, p. 1 of POSA (please use annex in case of more than 3 instruments) |
||||
|---|---|---|---|---|
| Type of instrument15 | Expiration or maturity date 16 |
Exercise or conversion period 17 |
Voting rights absolute |
Voting rights in % |
| Total |
| b.2. Instruments according to Art. 148a, para. 1, p. 2 of POSA | |||||
|---|---|---|---|---|---|
| (please use annex in case of more than 3 instruments) | |||||
| Type of instrument18 | Expiration or maturity date16 |
Exercise or conversion period17 |
Cash or physical settlement19 |
Voting rights absolute20 |
Voting rights in 0/20 |
| Total |
[X] Person subject to the notification obligation is not controlled and does itself not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Comment: See p. 2 above. NN Group N.V. will following completion of the sale of its 100% ownership in NN Investment Partners Holdings N.V., not hold any voting rights in Bakkafrost. Prior to the in NN Investment Partners Holdings N.V. is a wholly-owned subsidiary of NN Group N.V. transocton, NN Investment of the latter also a wholly-owned subsidiary of NN Group NV.
[] Eull chain of controlled undertakings starting with the ultimate controlling natural person or legal entity22
| Name23 | % of voting rights (if at least held 5% or more) |
% of voting rights through instruments (if at least held 5% or more) |
Total of both (if at least held 5% or more) |
|---|---|---|---|
| N/A | |||
(only in case of attribution of voting rights pursuant to art. 146, para. 1, p. 8 of POSA)
Date of general meeting:
voting rights)1 Holding position after general meeting: % (equals
[5th April 2022], Date,
[Jemy Gopal], ....... STANT INN OF BEATH OF OF ONLY . Name and Signature
5
(only to be sent to FSC and not to the issuer)
| 1. Identity of the person subject to the notification obligation: | |||
|---|---|---|---|
| Name: | NN Group | ||
| Address: | Schenkkade 65, 2595 AS The Hague, The Netherlands | ||
| business address registered office |
|||
| Contact person: | Jemy Gopal | ||
| Phone number: | +31 646598081 | ||
| Fax number: | [FaxNumber] | ||
| E-mail: | [email protected] | ||
| Other useful information (at least legal a contact person for legal persons): | |||
Name: Company: Address: Phone number: Fax number: E-mail: @ Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation):
| 4* Any other information which clarify and explain the notification should be written here. In addition, any management company, |
|---|
| should explain and present here full structure and volumes of the voting rights under Art. 145, para 1 and |
| Art. 146, para 1 of POSA and the financial instruments under Art. 148a, para 1 of POSA, in case these holders are collective investment |
| schemes, controlled by the management company. |
c) depositary receipts and in this case the depositary receipts are considered shareholders of the basic shares, for which the depositary receipts are issued.
a) holds, including through a subsidiary, more than half of the votes in the General Meeting;
15 Examples: call options, futures, forwards and etc. Instruments in one type, but with a different validity period to be grouped chronologically together in the furthest expiration date of the instrument.
16 The date on which the entitlement to acquire shares with voting rights from the public company expires.
17 In case the financial instrument has a period, in which the rights related to it could be exercised - it is necessary to indicate this period. For example: the first five days of each month until the right on the instrument.
10 Examples: call options with cash settlement payments, swaps, contracts for difference, etc. Multiple instruments of the same type, but with different validity period to be grouped chronologically together, according to the furthest expiration date of the instrument.
19 Sufficient indicators are: "cash", "physical", and "both".
20 In the event of a cash settlement of the voting rights presented as number and voting rights presented as a percentage are presented adjusted with a "delta" coefficient (Art. 148a para. 3 of the POSA). How to calculate the "delta" coefficient is regulated by a regulatory technical standard, set by the European Commission. "(§1c of the Additional Provisions of the POSA).
21 In case the person obliged to submit the notification is control over another person, which directly or indirectly owns voting rights in the General Meeting of the public company, the second option applies.
22 Important! It is always necessary to provide the full structure of the controlled companies. In other words, the chain should include:
the person, who/which has the obligation to submit the notification.
the persons which control the person, subject to p.1 (indicated above)
the persons who/which are controlled the person, subject to p.1 (indicated below), in case these persons hold directly voting rights in General Meeting of the public company or the relevant financial instruments.
The fill structure has to be presented also in case a thresholding is crossed, even if this threshold is crossed only by one controlled subsidiary and it submits the notification for major holdings. That is so, because by presented fill structure, the participants in the capital market get a full picture of the group, which actually holds the voting rights.
In case the voting rights and/or financial instruments related to them are controlled by a number of groups, which individually hold directly or indirectly a particular part of a public company and/or their relevant financial instruments, it is necessary that the structures of all groups, which participate in the direct control over the voting rights of the public company, are presented. In this case, upon presentation of these groups, a blank line should be left between two separate groups (For example A, B, C, blank line, A, B, E, blank line, A, F, G and etc.)
23 The names of the controlled persons through which voting rights and/or financial instruments related to them are effectively held, is necessary to be indicated, regardless of whether the controlled persons themselves cross a threshold was crossed by another person of the structure.
2 The reasons for the crossing of thresholds under Art. 145, para 1 or Art. 148a of the POSA are relevant. Examples for possible multiple reasons: Exercising of rights on financial instruments (= Other reason), which at the same time leads to the crossing of thresholds on the voting rights in a General Meeting of the public company (=Acquisition/disposal of shares with voting rights).
5 Applies only in case the thresholds are crosses due to the change of breakdown of voting rights (passive when the person has not purchased new shares upon capital increase, but as a consequence of the shares for the General Meeting of the shareholders is falls below the legal thresholds. If the subscription of new sholds (active crossing), the box "Acquisition / disposal of shares with voting rights applied.
4 Examples: Notifications for crossing of thresholds in result of an issued or terminated letter of attorney (proxy), exercise of financial instrument or expiry of a period associated with the duration of a financial instrument.
5 Full name of the natural or legal person who:
6 In case of natural persons: full name of the person according to his/her identity card (passport).
7 Refers to city and country where the person is register (register (register (register of the companies) under the applicable national legislation.
8 Refers to the names of direct shareholders, who directly holds shares with voting rights, but are controlled by a person under Art. 146 para 1, item 5 of the POSA who submits the notification or who directly holds shares with voting rights in General Meeting of the shareholders and who have transferred these rights to a person under Art. 146, para 1-4 and items 6-8 of the POSA, who submits the notification. It refers to collective investment schemes, which voting rights are held by the corresponding managing company, as well.
9 Date of registration of the transaction in Central Depositary JSC or the relevant depositary, respectively date of the voting rights, which the person can exercise in General Meeting of the public company.
11 The total mumber of voting rights, which is used for the calculation of the percentage of voting-right proportion (%) at General Meeting of the company, even in case a certain number of voting rights in the General Meeting of the public company has been canceled for particular reason.
11 If there has not been a previous notification, fill in with "N/A".
12 To be filled in, in case more than 1 class of shares exist.
15 In case of combined holding of voting rights, (direct and indirect), it is necessary that the direct holding is separated from the indirect holding of voting rights and this should be indicated in the relevant columns. In case of non-combined holding of voting rights (only direct or only indirect), only the relevant columns are filled, the others remain empty.
14 Under Art. 146 para 1, item 5, the inding of voting rights in General Meeting of the public company, refers to all natural and legal persons including, those who exercise controlled company (a controlled company), which holds voting rights in General Meeting of a public company. See the definition of "controlled company" in items 43 and 44 of the Supplementary Provisions of the POSA.
Supplementary Provisions of the POSA
43.(new-SG, issue 52 of 2007, effective as of 01.11.2007) "Shareholder" under Chapter 11, Section I, is a person who directly or indirectly holds:
a) shares of the issuer in his name and for its own account;
b) shares of the issuer in his name, but on the account of another person;
1 Full name of the legal person and general data on the issuer.
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