EQS Voting Rights Announcement: tonies SE
ANNEX A: Standard form for notification of major holdings
B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law
i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.
ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable andaccurate (e.g. address, LEI, domestic number identity).
iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of theholding (e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing ofor exercising voting rights in the cases provided for in Article 9 (b) to (h) of the Transparency Law; or (c) theholder of financial instruments referred to in Article 12(1) of the Transparency Law.
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or differenttotal positions of the parties, entering or exiting of acting in concert by a single party) the standard form does notprovide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 9 of the Transparency Law, the following listis provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 9 of that Law, the natural person or legal entity thatacquires the voting rights and is entitled to exercise them under the agreement and the natural person orlegal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 9 of that Law, the natural person or legal entity holdingthe collateral, provided the person or entity controls the voting rights and declares its intention of exercisingthem, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 9 of that Law, the natural person or legal entity who hasa life interest in shares if that person or entity is entitled to exercise the voting rights attached to the sharesand the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 9 of that Law, the controlling natural person or legalentity and, provided it has a notification duty at an individual level under Article 8, under letters (a) to (d) ofArticle 9 of that Law or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 9 of that Law, the deposit taker of the shares, if he canexercise the voting rights attached to the shares deposited with him at his discretion, and the depositor ofthe shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 9 of that Law, the natural person or legal entity thatcontrols the voting rights;
- in the circumstances foreseen in letter (h) of Article 9 of that Law, the proxy holder, if he can exercise thevoting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing thelatter to exercise the voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in Article 9 (b) to (h) of the Transparency Law. This should be the full nameof the shareholder who is the counterparty to the natural person or legal entity referred to in Article 9 of that Lawunless the percentage of voting rights held by the shareholder is lower than the 5% threshold for the disclosure ofvoting rights holdings (e.g. identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal tookplace or the other reason triggered the notification obligation. For passive crossings, the date when the corporateevent took effect.
vii The total number of voting rights shall be composed of all the shares, including depository receipts representingshares, to which voting rights are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the 5% threshold, please note that it is not necessary to disclose the extent ofthe holding, only that the new holding is below that threshold.
ix In case of combined holdings of shares with voting rights attached 'direct holding' and voting rights 'indirectholding', please split the voting rights number and percentage into the direct and indirect columns - if there is nocombined holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument has such a period - please specify this period - for example once every 3 monthsstarting from [date].
xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta adjusted basis (Article 12(2) of the Transparency Law).
xiii If the person subject to the notification obligation is either controlled and/or does control another undertakingthen the second option applies.
xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity alsohas to be presented in the cases in which only on subsidiary level a threshold is crossed or reached and thesubsidiary undertaking discloses the notification as only then the market always gets the full picture of the groupholdings. In case of multiple chains through which the voting rights and/or financial instruments are effectivelyheld the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C,free row, A, B, D, free row, A, E, F etc.). Numbers shall be attributed to all persons or entities within the group incolumn 1 in order to allow a clear indication of the control structure in column 6. The names of all undertakings ofthe control chain shall be provided in column 2, even if the number of the directly held voting rights and/orfinancial instruments is not equal or higher than the notifiable threshold. Columns 3 & 4 shall indicate the holdingsof those persons or entities directly holding the voting rights and/or financial instruments if the holding is equal orhigher than the notifiable threshold.
xv The names of controlled undertakings through which the voting rights and/or financial instruments areeffectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowestapplicable threshold themselves.
xvi Example: Correction of a previous notification.
Table - Full chain of control
29.11.2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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