Notice of a change of the share in the total number of votes in PEPEES S.A.

The Board of Directors of Przedsiębiorstwo Przemysłu Spożywczego PEPEES S.A. (‘the Company’) hereby informs that, on 15 February 2018, the Company received a notice from Mr Maksymilian Skotnicki and Mr Michał Skotnicki, drawn up pursuant to Article 69 of the Act on Public Offering (...); the Company presents the full text of the notice below:

“We, the undersigned, pursuant to Article 69(1)(1), Article 69(2)(1)(a) and Article 77(7) of the Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (‘the Offering Act’), in connection with Article 87(1)(5) of the Offering Act, hereby inform that on 15 February 2018:
(i) Mr Michał Skotnicki acquired 10,625,769 shares of Przedsiębiorstwo Przemysłu Spożywczego PEPEES S.A. with its registered office in Łomża (‘the Company’), accounting for 10,625,769 votes at the General Meeting of Shareholders of the Company, representing ca. 11.19% of the Company’s share capital and entitling their holder(s) to exercise 11.19% of the total number of votes at the General Meeting of Shareholders of the Company;
(ii) Mr Maksymilian Skotnicki acquired 100,000 shares of the Company, accounting for 100,000 votes at the General Meeting of Shareholders of the Company, representing ca. 0.11% of the Company’s share capital and entitling their holder(s) to exercise 0.11% of the total number of votes at the General Meeting of Shareholders of the Company; and
(iii) Mr Michał Skotnicki and Mr Maksymilian Skotnicki, acting in concert referred to in Article 87(1)(5) of the Offering Act (‘the Concert Parties’), acquired the total of 10,725,769 shares of the Company, accounting for 10,725,769 votes at the General Meeting of Shareholders of the Company, representing ca. 11.29% of the Company’s share capital and entitling their holder(s) to exercise 11.29% of the total number of votes at the General Meeting of Shareholders of the Company.

The aforementioned shares of the Company were acquired on 15 February 2018 as a result of the settlement of the transaction of the disposal of the Company’s shares subject to tenders made by the Company’s shareholders in response to the tender offer concerning the Company’s shares announced on 8 January 2018 by the Concert Parties, i.e. Mr Maksymilian Skotnicki and Mr Michał Skotnicki, under Article 73(1) of the Offering Act (‘the Tender Offer’) (‘the Tender Settlement’).

Directly prior to the Tender Settlement and as at the date of the Tender Offer:
(i) Mr Michał Skotnicki had held 10,700,011 shares of the Company, accounting for 10,700,011 votes at the General Meeting of Shareholders of the Company, representing ca. 11.26% of the Company’s share capital and entitling their holder(s) to exercise 11.26% of the total number of votes at the General Meeting of Shareholders of the Company;
(ii) Mr Maksymilian Skotnicki had held 20,603,282 shares of the Company, accounting for 20,603,282 votes at the General Meeting of Shareholders of the Company, representing ca. 21.69% of the Company’s share capital and entitling their holder(s) to exercise 21.69% of the total number of votes at the General Meeting of Shareholders of the Company; and
(iii) the Concert Parties had held the total of 31,303,293 shares of the Company, accounting for 31,303,293 votes at the General Meeting of Shareholders of the Company, representing ca. 32.95% of the Company’s share capital and entitling their holder(s) to exercise 32.95% of the total number of votes at the General Meeting of Shareholders of the Company.

Following the Tender Settlement and as at the date of this notice:
(i) Mr Michał Skotnicki holds 21,325,780 shares of the Company, accounting for 21,325,780 votes at the General Meeting of Shareholders of the Company, representing ca. 22.45% of the Company’s share capital and entitling their holder(s) to exercise 22.45% of the total number of votes at the General Meeting of Shareholders of the Company;
(ii) Mr Maksymilian Skotnicki holds 20,703,282 shares of the Company, accounting for 20,703,282 votes at the General Meeting of Shareholders of the Company, representing ca. 21.79% of the Company’s share capital and entitling their holder(s) to exercise 21.79% of the total number of votes at the General Meeting of Shareholders of the Company; and
(iii) the Concert Parties hold the total of 42,029,062 shares of the Company, accounting for 42,029,062 votes at the General Meeting of Shareholders of the Company, representing ca. 44.24% of the Company’s share capital and entitling their holder(s) to exercise 44.24% of the total number of votes at the General Meeting of Shareholders of the Company.

None of the subsidiaries of the Concert Parties, i.e. Mr Michał Skotnicki and Mr Maksymilian Skotnicki, hold any shares of the Company.

The Concert Parties, i.e. Mr Michał Skotnicki and Mr Maksymilian Skotnicki, are not parties to any agreements transferring the right to exercise voting rights incorporated in the Company’s shares within the meaning of Article 87(1)(3)(c) of the Offering Act.

The Concert Parties, i.e. Mr Michał Skotnicki and Mr Maksymilian Skotnicki, are not holders of any financial instruments that, on maturity, give their holder either the unconditional right or obligation to acquire shares to which voting rights are attached, already issued by the Company, referred to in Article 69b(1)(1) of the Offering Act.

The Concert Parties, i.e. Mr Michał Skotnicki and Mr Maksymilian Skotnicki, are not holders of any financial instruments that are related to the shares of the Company directly or indirectly and produce economic effects similar to the effects of the financial instruments mentioned in the preceding sentence, referred to in Article 69b(1)(2) of the Offering Act.

As the Concert Parties, i.e. Mr Michał Skotnicki and Mr Maksymilian Skotnicki, are not holders of any financial instruments referred to in Article 69b(1)(1) and Article 69b(1)(2) of the Offering Act, pursuant to Article 69(4)(9) of the Offering Act, the total number of votes the Concert Parties hold directly at the General Meeting of Shareholders of the Company is 42,029,062 votes, entitling their holder(s) to exercise ca. 44.24% of the total number of votes, where:
(i) the number of votes held directly by Mr Michał Skotnicki at the General Meeting of Shareholders of the Company is 21,325,780 votes, entitling their holder(s) to exercise ca. 22.45% of the total number of votes in the Company, and
(i) the number of votes held directly by Mr Maksymilian Skotnicki at the General Meeting of Shareholders of the Company is 20,703,282 votes, entitling their holder(s) to exercise ca. 21.79% of the total number of votes in the Company.”

SIGNATURES OF THE COMPANY’S REPRESENTATIVES

2018-02-15     Wojciech Faszczewski     President of the Board of Directors
2018-02-15     Tomasz Rogala               Member of the Board of Directors