Derogation Takeover Law (KSG AGRO S.A.)

The CSSF has granted on 4th April 2016, on the basis of Article 4 (5) of the law of 19 May 2006 on takeover bids (the “Takeover Law”), a derogation from the mandatory bid rule laid down by Article 5 (1) of the Takeover Law with respect to the shares of KSG Agro S.A., a company incorporated under the laws of Luxembourg, having its registered office at 24, rue Astrid, L-1143 Luxembourg (the “Company”) whose shares are admitted to trading on the regulated market of the Warsaw stock exchange.

The derogation has been granted to Olbis Investments LTD SA, a company having its registered office at Edificio PH Plaza 2000, Calle 50, Apartado 0816-01098, Panama, Republic of Panama, as regards the 9,705,500 Company shares bought from ICD Investments SA, a company having its registered office at Via Nassa 60, 6901 Lugano, Switzerland. The shares in question represent 64.62% of the Company’s share capital. Theretofore Olbis Investments LTD SA owned no shares in the Company.

The CSSF considered that the derogation is justified because both the purchaser and the seller are controlled by Mr Sergiy Kasianov. As a result, based on the information provided to the CSSF, no real change of control follows at the level of the beneficial owner from the acquisition by Olbis Investments LTD SA of the shares in question. In granting the derogation, the CSSF furthermore took into consideration that the sale took place at the official market price of the Company’s shares as of the date of the share purchase agreement between the parties.