NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING IN THE UNITED STATES OF AMERICA
Shareholder proposal from Constantinsborg A/S regarding delisting of FirstFarms A/S' shares from trading and official listing on Nasdaq Copenhagen A/S
With reference to company announcement no. 2/2025 and the offer document published by Constantinsborg A/S (the "Offeror") regarding the Offeror's voluntary cash offer for all shares in FirstFarms A/S ("FirstFarms") (excluding treasury shares held by FirstFarms and shares already held by the Offeror) at an offer price of DKK 84.00 per share with a nominal value of DKK 10 (the "Offer"), the Board of Directors hereby informs that FirstFarms has received a shareholder proposal from the Offeror to delete FirstFarms' shares from trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen").
The shareholder proposal has been received within the applicable deadline and will be included on the agenda for consideration at the annual general meeting in FirstFarms to be held on 29 April 2025.
The Offeror's intention to seek delisting of FirstFarms' shares from Nasdaq Copenhagen have previously been mentioned in company announcement no. 2/2025 and in the Offeror's offer document published on 7 March 2025.
The proposal for delisting will require adoption by at least 90 per cent of FirstFarms' share capital and voting rights present or represented at the annual general meeting. If a delisting is adopted at FirstFarms' annual general meeting, a subsequent offer must be made to the shareholders with a minimum offer period of 4 weeks in accordance with Nasdaq Copenhagen's rules. In this offer, the shareholders shall, in accordance with Nasdaq Copenhagen's rules, be offered a reasonable consideration for their shares.
Reference is made to section 2.9 of the Board of Directors' statement regarding the Offer published in company announcement no. 12/2025 on 17 March 2025 for the Board of Directors' further remarks on the Offeror's intention to delete FirstFarms' shares from trading and official listing on Nasdaq Copenhagen.
Documents related to the Offer, including the statement from the Board of Directors and the offer document, acceptance form, and English translations of the documents, are available on FirstFarms' website with certain restrictions: https://www.firstfarms.dk/en/investor-relations/offer-documentation.
Disclaimer and information to shareholders in restricted jurisdictions
This announcement and any other documents relating to the Offer may not be sent, forwarded or distributed in any other manner in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.
This announcement does not constitute an offer or invitation to sell or purchase shares in FirstFarms. The Offer is made solely in the form of the offer document prepared and disclosed by the Offeror. The offer document contains the complete terms and conditions of the Offer. Shareholders in FirstFarms are encouraged to read the offer document and all related documents as they contain important information about the Offer.
Each shareholder should inform themselves about applicable laws and possible tax consequences in connection with the Offer and should consult their professional advisers.
Best regards,
FirstFarms A/S
For further information
Please visit our website www.firstfarms.com or contact Chairman of the Board, Henrik Hougaard on phone +45 75 86 87 87.
About FirstFarms:
FirstFarms is a Danish stock exchange listed company. We operate FirstFarms with responsibility for the surrounding communities, and we deliver highest quality which is primarily sold locally. We act on new opportunities, that create value for our investors and for the surroundings. Every day, we work on creating a more sustainable company.
