Act of 2 May 2007 on disclosure of major holdings

Act of 2 May 2007 on disclosure of major holdings

The transparency legislation has the intent to ensure the transparency of the shareholding structure of companies quoted on the stock exchange. With this in mind, the transparency legislation imposes, in certain conditions, on persons who have a participation in a company quoted on the stock exchange to notify this participation both to the Financial Services and Markets Authority and the company involved.

For notifications to the FSMA, they recommend the use of a standard form TR-1 BE, that is available on the FSMA's web site (www.fsma.be).
Notifications to Roularta can be transmitted to the attention of Sophie Van Iseghem (tel. 00 32 473 46 00 48) to the e-mail address sophie.van.iseghem@roularta.be.

More information on the transparency legislation can be found in the Extract from the Guide to the Transparency Legislation
(https://www.fsma.be/en/shareholding-structure-0).

Information concerning Roularta Media Group (*)

The change in the denominator is due to the completion of the capital increase (within the framework of the authorised capital) and the issuance of 790,797 new shares, of which 719,459 are registered shares and this following the shareholders' ability to contribute their net dividend rights against the issuance of new shares.

The company hereby wishes to inform the market that the company's denominator had already undergone a change in 2020 following the introduction of the loyalty voting right in accordance with Section 7:53 of the Code of Companies and Associations. 

With the introduction of the loyalty voting right at the 2020 extraordinary general meeting, the denominator was increased to 21,048,551 voting rights as of 19/05/2020.

In August 2022, the denominator underwent another change due to the loyalty voting right, with the denominator increasing to 22,548,551.

^[1] Under the loyalty voting rights introduced in 2020, registered shares that have been continuously registered in the name of the same shareholder in the share register for at least two years carry double voting rights.

Under the terms of the Act of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market (Transparency law) Roularta Media Group makes the following information public:

The company has received the following notifications of participations held in Roularta Media Group:

• On 18 June 2024

In the context of this transparency declaration, it is also mentioned that, following the extraordinary general meeting of 19/05/2020, the loyalty voting right (in accordance with Article 7:53 CC) was introduced. This loyalty voting right was enshrined in article 34 of the company's articles of association.  The persons acting in concert held a total of 18,374,402 voting rights on 19/05/2020 against a denominator of 21,048,551. As a result, the participation of the persons acting in concert already represented 87.30% to the voting rights as at 19/05/2020. The threshold of 85% was exceeded.

This notification also corrects the transparency notification of 26/11/2020 by 'the persons acting in concert' (cf. shareholdings included in point 10 details of the notification under A, number of voting rights previous notification). With the purchase of 916,536 treasury shares by Roularta Media Group NV from the shareholder Bestinver on 25/11/2020, the number of voting rights held by 'the'persons acting in concert' increased to 19,282,462 voting rights against a denominator of 21,048,551. As of 25/11/2020, the participation of 'the'persons acting in concert' represented 91.61% of the voting rights. The 90% threshold was exceeded.

Full chain of controlled undertakings through which the holding is effectively held

NV Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf. SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.

notification

• On 25/11/2020

Full chain of controlled undertakings through which the holding is effectively held
 
SCA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf. S.A. West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.

notification

• On 14/11/2019

Full chain of controlled undertakings through which the holding is effectively held
 
SCA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf. S.A. West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.

notification

• On 13/12/2018

Full chain of controlled undertakings through which the holding is effectively held Capfi Delen Asset Management NV is an enterprise which is directly controlled by Bank Delen NV.

notification

• On 24/08/2018

Full chain of controlled undertakings through which the holding is effectively held 
SCA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf. 
SA West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.

notification

• On 8 February 2018

notification

• On 2 July 2015
SCA Koinon and S.A. West Investment Holding, in their capacity as persons acting in concert, who have concluded an agreement concerning the possession, the acquisition and transfer of shares, have made a deinitive notification in relation to the following participations held in Roularta Media Group on 02/07/2015:

- SCA Koinon: 8,030,727[¹] shares (61.11%) 
- S.A. West Investment Holding: 2,022,136 shares (15.39%) 
In the aggregate: 10,052,863 shares (76.50%)
(¹) including 657,850 own shares Roularta Media Group

SCA Koinon is a subsidiary of Stichting Administratiekantoor Cerveteri, which is controlled by Mr. Hendrik De Nolf. 
S.A. West Investment Holding is a subsidiary of Stichting Administratiekantoor Giverny, which is controlled by Mr. Leo Claeys.

notification

• On 2 March 2015
Bestinver Gestión S.A., SGIIC (UCI), holds 1,306,190 shares or 9.94%.

notification Bestinver