Major Shareholding Notification • May 28, 2024
Major Shareholding Notification
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AB Rokiskio suris, code 173057512, address: Pramones str.3, LT-42150 Rokiskis, Lithuania
[ ] Acquisition or [ ] disposal of the voting rights
[ ] Acquisition or [ ] disposal of financial instruments
[X] Event resulting in the change of the held amount of the voting shares
[ ] Other (indicate a relevant reason, e.g. change of classification of the nature of the holding (e.g. expiration of validity of financial instruments), acting jointly, other reasons):
Sale of 2,725,523 shares of Fonterra (Europe) Coöperatie U.A., a strategic investor acting in concert, to the issuer pursuant to a shareholders' agreement, resulting in the loss of 7.6% of the voting rights attached to the company's shares.
entity
SIA RSU Holding – 8,953,883 units which make 24.96% of the Company's shares with the voting right and other 6 persons as described in point 4. Head office address of legal entity Elizabetes iela 45/47, Riga, LV -1010
UAB Pieno pramones investiciju valdymas holding 9,758,312 units which provide 27.21% votes of all Company's shares with the voting right;
Antanas Trumpa – 2,378,755 units which provide 6.63% votes of all Company's shares with the voting right;
Andrius Trumpa – 2,760,247 units which provide 7.70% votes of all Company's shares with the voting right;
Rita Trumpaitė-Vanagienė – 2,399,120 units which provide 6.69% votes of all Company's shares with the voting right;
Dalius Trumpa – 0 units of the Company's shares and 0% votes;
Fonterra (Europe) Coöperatie U.A. – 861,274 units, 2.40% votes of all Company's shares with the voting right.
On 24 May 2024, Fonterra (Europe) Coöperatie U.A. sold 2,725,523 shares to the Company, representing 7.6% of the voting rights, through a buy-back of its own shares by the
Company. As a result of the sale, Fonterra (Europe) Coöperatie U.A. crossed the threshold of a loss of 5% of the voting rights (prior to the sale, Fonterra (Europe) Coöperatie U.A. held 10% of the voting rights). After the sale of the shares, Fonterra (Europe) Coöperatie U.A. holds 861,274 units, representing 2.40% of the voting rights attached to the Company's shares. The voting rights attached to the Company's voting shares held by the other members of the Group have not changed.
The Group's declared voting rights limit is 75.59%.
| Voting rights granted by the shares, per cent (total 7. A) |
Voting rights granted by means of financial instruments, per cent (total 7. B.1 + 7. B.2) |
Both in total, per cent (7. A + 7. B) |
Net amount of issuer's voting rights2 |
|
|---|---|---|---|---|
| Situation present upon crossing or reaching the threshold |
75.59 | 75.59 | 35,867,970 | |
| Position of the previous notification (if applicable) |
83.18 | 83.18 |
| 7. Information on the situation present upon crossing the threshold:3 | |||||
|---|---|---|---|---|---|
| A: Voting rights granted by shares | |||||
| Class/ type of shares ISIN code |
Amount of the voting rights4 | Voting rights, per cent | |||
| Directly (Article 25 of the Law) |
Indirectly (Article 26 of the Law) |
Directly (Article 25 of the Law) |
Indirectly (Article 26 of the Law) |
||
| PVA LT0000100372 |
8,953,883 | 18,157,708 | 24.96 | 50.63 | |
| SUBTOTAL A | 27,111,591 | 75.59 |
B 1: Financial instruments which upon expiration of the buy-up term as agreed officially shall grant the right or possibility to acquire shares granting the voting rights already issued by the issuer (Article 27 of the Law)
| Financial instrument |
Expiration date of the term5 |
Period for usage/ conversion6 |
Amount of the voting rights which may be obtained if the instrument is used / converted |
Voting rights, per cent |
|---|---|---|---|---|
| ------------------------- | --------------------------------- | ---------------------------------- | ----------------------------------------------------------------------------------------------------- | ---------------------------- |
| SUBTOTAL B.1 | ||
|---|---|---|
B 2: Financial instruments linked to the financial instruments referred to in item B1 and having a similar economic effect (Article 27 of the Law)
| Financial instrument |
Expiration date of the term5 |
Period for usage/ conversion6 |
Settlement in kind or in money7 |
Amount of the voting rights |
Voting rights, per cent |
|---|---|---|---|---|---|
| SUBTOTAL B.2 |
[ ] A person who is subject to the obligation of notification is not controlled by any other natural or legal person and does not control any other undertakings that directly or indirectly have the issuer's voting rights (if a person who is subject to the obligation of notification is controlled by and (or) controls other undertaking, the second option is to be marked)
[ ] The entire chain of controlled undertakings by means of which the voting rights and (or) financial instruments are managed, starting with the main controlling natural or legal person8 :
| Name and surname / name9 |
Voting rights in per cent (if they amount to the threshold mandatory of notification or cross that threshold) |
Voting rights by means of financial instruments in per cent (if they amount to the threshold mandatory of notification or cross that threshold) |
Total of both voting rights, per cent (if they amount to the threshold mandatory of notification or cross that threshold) |
|---|---|---|---|
| UAB Pieno pramones | 27.21 | - | 27.21 |
| investiciju valdymas | |||
| (Antanas Trumpa holding | |||
| 51.70% of the company's | |||
| shares and votes, and Dalius | |||
| Trumpa holding 27.97% of | |||
| the company's shares and | |||
| votes). | |||
| SIA RSU Holding | 24.96 | - | 24.96 |
| (Dalius Trumpa holding | |||
| 92% of the company's | |||
| votes). |
[per cent and amount] from [date]
Completed in Rokiskis; 28/05/2024.
______________
1 In the circumstances referred to in Article 26(1)(3–9) of the Law, information about the following persons should be provided:
– in case referred to in Article 26(1)(3) of the Law, natural or legal person acquiring the voting rights and entitled to exercise them according to the agreement;
– in case referred to in Article 26(1)(4) of the Law, natural or legal person to whom the shares have been pledged, provided that the natural or legal person in question controls the voting rights and declared his intentions to exercise them, as well as the natural or legal person who pledged the shares under such conditions;
– in case referred to in Article 26(1)(5) of the Law, natural or legal person who uses the shares as an usufruct, provided that the natural or legal person in question is entitled to exercise the voting rights granted by such shares, as well as the natural or legal person who loses the voting rights when using the shares as an usufruct;
– in case referred to in Article 26(1)(6) of the Law, controlling natural or legal person and the controlled undertaking, if it is bound by obligation of notification of acquisition or disposal of the voting rights as provided for in Article 25, Article 26(1)(2–5) of the Law or any of these cases;
– in case referred to in Article 26(1)(7) of the Law, a person to whom the shares are transferred by trust, provided that he may exercise the voting rights granted by such shares at his own discretion, as well as the person who transferred the shares by trust granting the right to exercise the voting rights granted by such shares;
– in case referred to in Article 26(1)(8) of the Law, natural or legal person managing the voting rights;
– in case referred to in Article 26(1)(9) of the Law, an authorized person (proxy), provided that he may exercise the voting rights at his own discretion, as well as the shareholder who has granted the proxy the right to exercise the voting rights at his own discretion (e.g. management undertakings).
2 The net amount of the voting rights shall be comprised of the voting rights granted by all shares including depository receipts marking the shares which are granted the voting rights, even if the exercise of the voting rights is suspended for a time.
3 If the amount of the voting rights is less than the minimum threshold referred to in Article 25(1) of the Law, the amount of the held financial instruments and the voting rights attached thereto which is present on the date of crossing the declared threshold shall be indicated.
4 To be filled in only when the holding is comprised of directly and indirectly held voting rights. The definition "directly held votes" shall mean the votes granted by the shares held by the person by the right of the ownership. The definition "indirectly held votes" shall mean the votes held by the person on one or more of the grounds specified in Article 26(1)(2–10) and (or) Article 26(2) of the Law.
5 Expiration date of the buy-up/validity of financial instrument shall be the date when the right to acquire shares expires.
6 To be filled in only when the financial instrument has the same period (e.g. every 3 months, starting with [date]). 7 If settlement is made in cash, the amount and percentage of the voting rights subject to notification shall be calculated considering the total relative number of the shares forming the basis for financial instrument multiplied by delta ratio (paragraph 28 of the Rules).
8 The entire chain of the controlled undertakings, starting with the main controlling natural or legal person, shall be indicated also in cases when the threshold is crossed at the level of only the controlled undertakings, whereas the controlled undertaking shall inform about submission of notification. In cases of multiple chains by means of which the voting rights and (or) financial instruments are used, notification of all such chains has to be made, with leaving a blank line between different chains (e.g. A, B, C, blank line, A, B, D, blank line, A, E, F etc.).
9 Names of the controlled undertakings by means of which the voting rights and (or) financial instruments are used shall be indicated disregarding whether these controlled undertakings reach or cross the lowest set threshold.
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