CURRENT REPORT NO. 07/2021

Date: 2021-02-08, at 18:56

Subject: Receipt of notification pursuant to Art. 77 sec. 7 of the Act on Public Offering.

Acquisition of a significant block of shares in ZT "Kruszwica" S.A.

The Management Board of Zakłady Tłuszczowe "Kruszwica" Spółka Akcyjna (hereinafter: the Company)

hereby informs that today it received a notification pursuant to Art. 77 sec. 7 and in connection with Art. 69 and Art. 69a par. 1 point 3 of the Act of July 29, 2005, on public offering and the conditions for introducing financial instruments to the organized trading system and on public companies, concerning the number of shares acquired as a result of the tender offer announced on 9 December 2020 to subscribe for the sale of shares in Zakłady Tłuszczowe "Kruszwica" Spółka Akcyjna.

The notification was prepared on behalf of the following entities:

  • 1. Koninklijke Bunge B.V a company limited by shares (Besloten Vennootschap), formed under the laws of the Netherlands, with a seat in Weena 320, 3012NJ Rotterdam, Netherlands ("Offeror"); and

  • 2. Bunge Holdings B.V. (Besloten Vennootschap), formed under the laws of the Netherlands, with a seat in

    Weena 320, 3012NJ Rotterdam, Netherlands ("Bunge Holdings"); and

3.Bunge Asia Pte. Ltd., formed under the laws of the Singapore, with a seat in 1 Wallich Street, #08-01,

Guoco Tower, 07881, Singapore ("Bunge Asia"); and

4. Bunge Limited, a company organized under the laws of Bermuda, with its registered office at Clarendon

House, 2 Church Street, Hamilton, HM 11, Bermuda ("Bunge Ltd");

pursuant to Article 77.7 and Article 69 and Article 69a.1.3 of the Act of 29 July 2005 on Public Offering Act and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies ("POA"), I hereby notify that on 3 February 2021 the Offeror being a company directly controlled by Bunge Holdings and indirectly controlled by Bunge Asia and Bunge Ltd, as a result of transaction of acquisition of shares of Zakłady Tłuszczowe "Kruszwica" S.A. ("Company") covered by the subscriptions made during the tender offer for all shares of the Company announced by Offeror pursuant to the Article 74.1 of the POA on 9 December 2020, which will be settled on 8 February 2021 ("Transaction"), Offeror acquired 7,688,431 (say: seven million six hundred eighty eight thousand four hundred thirty one) shares of the Company, representing ca. 33.45% of the total number of shares of the Company, which entitle to exercise 7,688,431 (say: seven million six hundred eighty eight thousand four hundred thirty one) votes at the

Company's General Meeting of Shareholders, constituting ca. 33.45% of total number of votes at the Company's General Meeting of Shareholders and, as a result of the Transaction, Offeror has crossed the threshold of 95% of total amount of votes at the Company's General Meeting of Shareholders.

Company Capital 171.942.378,52 PLN, fully paid

District Court in Bydgoszcz

www.ztkkruszwica.pl

Bank Pekao S.A Branch of Kruszwica

XIII Economy Department of National

NIP 556-08-00-678

Account 36 1240 6478 1111 0000 4948 1893

Court Register KRS 0000019414

Prior to the Transaction, Offeror held, directly 14,763,313 (say: fourteen million seven hundred sixty three thousand three hundred thirteen) shares i.e. 6,040,400 (say: six million forty thousand four hundred) of the ordinary registered shares and 8,722,913 (say: eight million seven hundred twenty two thousand nine hundred thirteen) of ordinary bearer shares, constituting ca. 64.22 % of total number of shares in the Company which entitle to exercise 14,763,313 (say: fourteen million seven hundred sixty three thousand three hundred thirteen) votes at the Company's General Meeting of Shareholders, constituting ca. 64.22% of total number of votes at the Company's General Meeting of Shareholders.

Prior to the Transaction Bunge Holdings, indirectly, through its direct subsidiary - Offeror, Bunge Asia dominant entity of Bunge Holdings, indirectly, through its in indirect subsidiary - Offeror and Bunge Ltd, dominant entity of Bunge Asia, indirectly, through its indirect subsidiary - Offeror, held indirectly:

(i) 6,040,400 (say: six million forty thousand four hundred) of the ordinary registered shares, constituting ca. 26.28% of the total number of shares of the Company, which entitle to exercise 6,040,400 (say: six million forty thousand four hundred) votes at the Company's General Meeting of Shareholders, constituting ca. 26.28% of total number of votes at the Company's General Meeting of Shareholders; and

(ii)

8,722,913 (say: eight million seven hundred twenty two thousand nine hundred thirteen) of ordinary bearer shares constituting ca. 37.95% of total number of shares in the Company, which entitle to exercise 8,722,913 (say: eight million seven hundred twenty two thousand nine hundred thirteen) votes at the Company's General Meeting of Shareholders, constituting ca. 37,95% of total number of total number of votes at Company's General Meeting;

i.e. jointly 14,763,313 (say: fourteen million seven hundred sixty three thousand three hundred and thirteen) shares of the Company, representing ca. 64.22% of the total number of shares of the Company, which entitle to exercise 14,763,313 (say: fourteen million seven hundred sixty three thousand three hundred and thirteen) votes at the Company's General Meeting of Shareholders, constituting ca. 64.22% of total number of votes at the Company's General Meeting of Shareholders.

After the Transaction, Offeror directly holds:

(i)

6,040,400 (say: six million forty thousand four hundred) of the ordinary registered shares, constituting ca. 26.28% of the total number of shares of the Company, which entitle to exercise 6,040,400 (say: six million forty thousand four hundred) votes at the Company's General Meeting of Shareholders, constituting ca. 26.28% of total number of votes at the Company's General Meeting of Shareholders; and

(ii) 16,411,344 (say: sixteen million four hundred and eleven thousand three hundred forty four)

ordinary bearer shares, representing ca. 71.39% of the total number of shares of the Company, which entitle to exercise 16,411,344 (say: sixteen million four hundred and eleven thousand three hundred forty four) votes at the Company's General Meeting of Shareholders, constituting ca. 71.39% of total number of votes at the Company's General Meeting of Shareholders;

i.e. jointly 22,451,744 (say: twenty two million four hundred fifty one thousand seven hundred forty four) shares of the Company, constituting ca. 97.67% of the total number of shares of the Company, which entitle to exercise 22,451,744 (say: twenty two million four hundred fifty one thousand seven hundred

forty four) votes at the Company's General Meeting of Shareholders, constituting ca. 97.67% of total number of votes at the Company's General Meeting of Shareholders.

Simultaneously, as a result of the Transaction:

Bunge Holdings, indirectly, through its direct subsidiary - Offeror, Bunge Asia dominant entity of Bunge Holdings, indirectly, through its indirect subsidiary - Offeror and Bunge Ltd, dominant entity of Bunge Asia, indirectly, through its indirect subsidiary - Offeror, hold indirectly:

(i) 6,040,400 (say: six million forty thousand four hundred) of the ordinary registered shares, constituting ca. 26.28% of the total number of shares of the Company, which entitle to exercise 6,040,400 (say: six million forty thousand four hundred) votes at the Company's General Meeting of Shareholders, constituting ca. 26.28% of total number of votes at the Company's General Meeting of Shareholders; and

(ii)

16,411,344 (say: sixteen million four hundred and eleven thousand three hundred forty four) ordinary bearer shares, representing ca. 71.39% of the total number of shares of the Company, which entitle to exercise 16,411,344 (say: sixteen million four hundred and eleven thousand three hundred forty four) votes at the Company's General Meeting of Shareholders, constituting ca. 71.39% of total number of votes at the Company's General Meeting of Shareholders;

i.e. jointly 22,451,744 (say: twenty two million four hundred fifty one thousand seven hundred forty four) shares of the Company, constituting ca. 97.67% of the total number of shares of the Company, which entitle to exercise 22,451,744 (say: twenty two million four hundred fifty one thousand seven hundred forty four) votes at the Company's General Meeting of Shareholders, constituting ca. 97.67% of total number of votes at the Company's General Meeting of Shareholders.

The Offeror further notifies that its controlled entities, do not hold any shares of the Company.

Bunge Holdings further notifies that its controlled entities, other than Offeror do not hold any shares of the Company.

Bunge Asia further notifies that its controlled entities, other than Offeror, do not hold any shares of the Company.

Bunge Ltd further notifies that its controlled entities, other than Offeror, do not hold any shares of the Company.

Additionally, Offeror, Bunge Holdings, Bunge Asia and Bunge Ltd inform that, with respect of each of them, there are no persons or entities referred to in Article 87 section 1 point 3 c) of POA.

Additionally, Offeror, Bunge Holdings, Bunge Asia and Bunge Ltd inform that, with respect of each of them, none of them and none of their controlled entities has financial instruments referred to in Article 69b sec. 1 of the POA and the number of votes from shares in the Company resulting from such instruments, calculated in accordance with Article 69b sec. 2 and 3 of the POA, is 0.

The total number of votes from shares in the Company held directly by the Offeror and indirectly by Bunge Holdings, Bunge Asia and Bunge Ltd (i.e. the total sum referred to in Article 69 sec. 4 item 9 of thePOA) is 22,451,744 (say: twenty two million four hundred fifty one thousand seven hundred forty four)

votes at the Company's General Meeting of Shareholders, constituting ca. 97.67% of total number of votes at the Company's General Meeting of Shareholders.

Legal basis:

art. 77 paragraph. 7 in connection with art. 69 of the Act of 29 July 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (i.e. Journal of Laws of 2019, item 623, as amended)

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Zaklady Tluszczowe Kruszwica SA published this content on 08 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2021 14:31:03 UTC.