CURRENT REPORT NO. 09/2021

Date: March 5, 2021, at 12:38

Subject: Receipt of the notification on the exercise of the compulsory buyout of minority shareholders.

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

announces that today it received a notification pursuant to Art. 69 par. 2 point 2 and Art. 69a sec. 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, regarding the exercise of the right of compulsory buyout of minority shareholders of 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 (the "Notifying Party");

    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 69 Section 2 item 2 and Article 69a. Section 1 item 3 of the Act of 29 July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on

Public Companies ("POA"), I hereby notify that on 4 March 2021, the Notifying Party, being a company directly controlled by Bunge Holdings and indirectly controlled by Bunge Asia and Bunge Ltd, as a result of the execution of its right to squeeze-out the minority shareholders holding jointly 535.205 (say: five hundred thirty five thousand two hundred and five) shares of Zakłady Tłuszczowe "Kruszwica" S.A., with its registered office in

Kruszwica, entered into the Register of Entrepreneurs of the National Court Register under KRS No.

0000019414, (respectively: the "Company" and the "Squeeze-Out") announced by the Notifying Party on 1

March 2021, pursuant to the Article 82 of the POA, the Notifying Party acquired 535.205 (say: five hundred thirty five thousand two hundred and five) shares of the Company, representing ca. 2.33 % of the total number of shares of the Company, which entitle to exercise 535.205 (say: five hundred thirty five thousand two hundred and five) votes at the Company's General Meeting of Shareholders, constituting ca. 2,33 % of total number of votes at the Company's General Meeting of Shareholders the Notifying Party has increased its shareholding of more than 1% and reached the threshold of 100% of total amount of votes at the Company's General Meeting of Shareholders.

Prior to the Squeeze-Out, the Notifying Party held directly 22,451,744 (say: twenty two million four hundred fifty one thousand seven hundred forty four) shares i.e. 6,040,400 (say: six million forty thousand four hundred) of the ordinary registered shares and 16,411,344 (say: sixteen million four hundred and eleven thousand three hundred and forty four) of ordinary bearer shares, constituting ca. 97,67% of the total number of shares in the Company, which entitle to exercise 16,411,344 (say: sixteen million four hundred and eleven thousand three

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

hundred and forty four) votes at Company's General Meeting of Shareholders and constituting ca. 97,67% of total number of votes at the Company's General Meeting of Shareholders.

Prior to Squeeze-Out Bunge Holdings, indirectly, through its direct subsidiary - the Notifying Party, Bunge Asia dominant entity of Bunge Holdings, indirectly, through its in indirect subsidiary - the Notifying Party and Bunge Ltd, dominant entity of Bunge Asia, indirectly, through its indirect subsidiary - the Notifying Party, 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) 16,411,344 (say: sixteen million four hundred and eleven thousand three hundred and forty four) ordinary bearer shares, constituting ca. 71.39% of the total number of shares in the Company, which entitle to exercise 16,411,344 (say: sixteen million four hundred and eleven thousand three hundred and forty four) votes at the Company's General Meeting of Shareholders and 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, representing 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.

After the Squeeze-Out, the Notifying Party 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) 16,946,549 (say: sixteen million nine hundred forty-six thousand five hundred forty-nine) of the ordinary bearer shares, representing ca. 73.72 % of the total number of shares of the Company, which entitle to exercise 16,946,549 (say: sixteen million nine hundred forty-six thousand five hundred forty- nine) votes at the Company's General Meeting of Shareholders, constituting ca. 73.72 % of total number of votes at the Company's General Meeting of Shareholders;

i.e. jointly 22,986,949 (say: twenty two million nine hundred eighty six thousand nine hundred forty nine) shares of the Company, representing 100% of the total number of shares of the Company, which entitle to exercise 22,986,949 (say: twenty two million nine hundred eighty six thousand nine hundred forty nine) votes at the Company's General Meeting of Shareholders, constituting 100% of total number of votes at the Company's General Meeting of Shareholders.

Simultaneously, as a result of the Squeeze-Out:

Bunge Holdings, indirectly, through its direct subsidiary - the Notifying Party, Bunge Asia dominant entity of Bunge Holdings, indirectly, through its in indirect subsidiary - the Notifying Party and Bunge Ltd, dominant entity of Bunge Asia, indirectly, through its indirect subsidiary - the Notifying Party, 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,

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 Court

NIP 556-08-00-678

Account 36 1240 6478 1111 0000 4948 1893

Register KRS 0000019414

constituting ca. 26.28% of total number of votes at the Company's General Meeting of Shareholders; and

(ii) 16,946,549 (say: sixteen million nine hundred forty-six thousand five hundred forty-nine) of the ordinary bearer shares, representing ca. 73.72 % of the total number of shares of the Company, which entitle to exercise 16,946,549 (say: sixteen million nine hundred forty-six thousand five hundred forty- nine) votes at the Company's General Meeting of Shareholders, constituting ca. 73.72 % of total number of votes at the Company's General Meeting of Shareholders;

i.e. jointly 22,986,949 (say: twenty two million nine hundred eighty six thousand nine hundred forty nine) shares of the Company, representing 100% of the total number of shares of the Company, which entitle to exercise 22,986,949 (say: twenty two million nine hundred eighty six thousand nine hundred forty nine) votes at the Company's General Meeting of Shareholders, constituting 100% of total number of votes at the Company's General Meeting of Shareholders.

The Notifying Party notifies that its controlled entities does not hold any shares of the Company.

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

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

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

Additionally, the Notifying Party, 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 sec. 1 item 3 c) of POA.

Additionally, the Notifying Party Bunge Holdings, Bunge Asia and Bunge Ltd inform that, with respect to 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 Notifying Party and indirectly by Bunge Holdings, Bunge Asia and Bunge Ltd (i.e. the total sum referred to in in Article 69 Section 4 item 9 of the POA) is 22,986,949 (say: twenty two million nine hundred eighty six thousand nine hundred forty nine) votes at the Company's General Meeting of Shareholders, constituting 100 % of total number of votes at the Company's

General Meeting of Shareholders.

Legal basis:

Art. 70 of the Act of July 29, 2005 on public offering and 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)

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 Court

NIP 556-08-00-678

Account 36 1240 6478 1111 0000 4948 1893

Register KRS 0000019414

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Zaklady Tluszczowe Kruszwica SA published this content on 08 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 March 2021 01:33:04 UTC.