MILKILAND N.V. - Intended transfer of corporate seat of Milkiland N.V. from the Netherlands to Cyprus

KOMISJA NADZORU FINANSOWEGO

Raport bieżący nr 3 / 2020

Data sporządzenia: 2020-04-22

Skrócona nazwa emitenta

MILKILAND N.V.

Temat

Intended transfer of corporate seat of Milkiland N.V. from the Netherlands to Cyprus

Podstawa prawna

Inne uregulowania

Treść raportu:

The Board of Directors of Milkiland N.V. (the "Board"), with its corporate seat in Amsterdam, the Netherlands (the "Company"), acting pursuant to the Article 17 sec. 1 of the Market Abuse Regulation, hereby informs that the Board adopted a resolution on ratifying the plan to cross-border migrate and transfer the Company's seat from Netherlands to Cyprus by means of converting the Company from a public company governed by Dutch Law (naamloze vennootschap) to a public limited liability Company under Cypriot Law (the "Migration"). The Board also ratified a management report which explains the rationale for the proposed migration (the "Management Report"). The Board also decided of convening of an annual general meeting of shareholders which shall put the planned Migration to a vote. The publication of the convening notice will take place at least 42 days before the meeting. The details and rationale for the Migration are indicated in the Board's Report, the plan of cross-border migration will be published on the website of the Company. (http://www.milkiland.nl/en/investors/general_information/corporate_documents/). The plan for Migration takes into account the judgment of the European Court of Justice of 16 December 2008, Case C-210/06 regarding Cartesio Oktató és Szolgáltató bt, that deals with cross-border transfer of the seat of a company within the meaning of article 48 of the Treaty Establishing the European Community (the "EC"). The European Court of Justice determined in the Cartesio-Judgement that the right to establishment laid down in article 43 taken with article 48 EC – that deals with the freedom of establishment of companies – implies that companies can transfer their corporate seat to another Member State without dissolution and liquidation of the company, provided that they convert into a company governed by the law of the other Member State, to the extent that it is permitted to do so under the laws of that other Member State. Furthermore, Cypriot Law permits that a public company incorporated under the laws of the Netherlands converts itself into a public limited liability company governed by Cyprus law without being dissolved. The new name of the Company after the Migration will be Milkiland Public Company Limited. The Company will be a public limited liability company organized and existing under the laws of Cyprus, having its corporate seat in Nicosia, Cyprus and registered with the Cyprus Registrar of Companies. Pursuant to the Management Report, the main purpose of implementing the Migration is to simplify the structure of the group of companies of which the Company is a part of. The Migration will take place without the Company being dissolved or ceasing to exist and it will not lead to the reincorporation of the Company. Consequently, the shares in the capital of the Company will not be replaced by new shares and will still be listed on the Warsaw Stock Exchange. The Migration will not affect any legal relationship between the Company and third parties. The Migration will not entitle any third parties to terminate any existing agreement and legal relationship with the Company. The business of the Company will be continued and will not change as a result of the Migration. As a result of the Migration, the Company will no longer be subject to Dutch corporate law and will become subject to Cyprus corporate law. The shares in the capital of the Company will not be replaced by new shares. The voting rights and rights to profit and other distributions will not be affected by the Migration. The Migration will cause the corporate seat of the Company to be transferred from Amsterdam, the Netherlands, to Nicosia, Cyprus. Consequently, the Company will lose its corporate domicile in the Netherlands. As a result thereof creditors will no longer be able to commence legal proceedings against the Company in the Netherlands based on its corporate domicile. Creditors will be able to commence legal proceedings against the Company in the Netherlands based on agreements provided that such agreements are governed by the laws of the Netherlands or provided that parties to such agreement have agreed that proceedings are to be submitted to the exclusive jurisdiction of the courts of the Netherlands. The Company is intending to complete the Migration by the end of August, 2020. Amsterdam, 22 April, 2020 The Board of Directors Milkiland N.V. The legal basis: Article 17 sec. 1 of the Market Abuse Regulation (EU no 596/2014).

MESSAGE (ENGLISH VERSION)

MILKILAND N.V.

(pełna nazwa emitenta)

MILKILAND N.V. Spożywczy (spo)

(skrócona nazwa emitenta) (sektor wg. klasyfikacji GPW w W-wie)

1081 CN Amsterdam

(kod pocztowy) (miejscowość)

Amsterdamse Bos, Cuserstraat 93 232

(ulica) (numer)

+ 31 20 894 9651

(telefon) (fax)

[email protected] www.milkiland.com

(e-mail) (www)

1234 1234

(NIP) (REGON)

PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ

Data Imię i Nazwisko Stanowisko/Funkcja Podpis

2020-04-22 Sergey Trifonov IR Officer Sergey Trifonov