ANNEXA:Standardformfornotificationofmajorholdings
| Formtobeusedforthepurposesofnotifyingachangeinmajorholdingspursuanttotheamended lawand Grand-ducal Regulation of 11 January 2008 on transparency requirements for issuers (referred to as “the Transparency Law” and “the Transparency Regulation”) |
| NOTIFICATIONOFMAJORHOLDINGS (to be sent to the relevant issuer and to the CSSF)i |
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| 1.Identityoftheissuerortheunderlyingissuerofexistingsharestowhichvotingrightsare attachedii: |
| Aroundtown SA |
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2.Reasonforthenotification (please tick the appropriate box or boxes):
[X] An acquisition or disposal of voting rights
[ ] An acquisition or disposal of financial instruments
[ ] An event changing the breakdown of voting rights
[ ] Other (please specify)iii: |
| 3.Detailsofpersonsubjecttothenotificationobligationiv: |
Name: Citigroup Inc.
City and country of registered office
Wilmington, Delaware United states |
City and country of registered office (if applicable): |
| 4.Fullnameofshareholder(s) (if different from 3.)v: |
| 5.Dateonwhichthethresholdwascrossedorreachedvi: |
28/07/2022 |
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| 6.Totalpositionsofperson(s)subjecttothenotification obligation: |
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% of voting rights attached to shares (total of 7.A) |
% of voting rights through financial instruments
(total of 7.B.1 + 7.B.2) |
Total of both in % (7.A + 7.B) |
Total number of voting rights of issuervii |
Resulting situation on the date on which
threshold was crossed or reached |
0 % |
5.4123 % |
5.4123 % |
1,537,025,609 |
| Position of previous notification (if applicable) |
N/A % |
N/A % |
N/A % |
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| 7.Notifieddetailsoftheresultingsituationonthedateonwhichthethresholdwascrossedor reachedviii: |
| A:Votingrightsattachedtoshares |
Class/typeof shares
ISIN code (if possible) | Numberofvotingrightsix | %ofvoting rights |
Direct
(Art. 8 of the Transparency Law) | Indirect
(Art. 9 of the Transparency Law) | Direct
(Art. 8 of the Transparency Law) | Indirect
(Art. 9 of the Transparency Law) |
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% |
% |
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% |
% |
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% |
% |
SUBTOTALA
(Direct&Indirect) |
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% |
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| B1:FinancialInstrumentsaccordingtoArt.12(1)(a)oftheTransparencyLaw |
Typeoffinancial instrument |
Expiration datex |
Exercise/ ConversionPeriodxi | Numberofvotingrights that may be acquired if the instrument is
exercised/converted. |
%ofvoting rights |
| Right to Recall lent Securities |
N/A |
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552,134 |
0.0359 % |
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% |
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% |
| | SUBTOTALB.1 |
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% |
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| B2:FinancialInstrumentswithsimilareconomiceffectaccordingtoArt.12(1)(b)ofthe Transparency Law |
| Typeoffinancial instrument | Expiration datex | Exercise/ Conversion Periodxi | Physicalorcash settlementxii | Number of votingrights | %ofvoting rights |
| Long Call |
02/04/24-
24/11/26 |
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Physical |
80,571,429 |
5.2420 % |
| OTC SWAP |
12/01/23-
05/07/24 |
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Cash |
2,065,894 |
0.1344 % |
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% |
| | SUBTOTALB.2 |
82,637,323 |
5.3764 % |
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8.Informationinrelationtothepersonsubjecttothenotificationobligation:
(please tick the applicable box)
[ ] Person subject to the notification obligation is not controlled by any natural person or legal entityanddoesnot control anyotherundertaking(s) holding directlyorindirectlyan interest in the (underlying) issuer.xiii
[X]Fullchainofcontrolledundertakingsthroughwhichthevotingrightsand/orthe financial instruments are effectively held starting with the ultimate controlling natural personor legal entityxiv (please provide a separate organisational chart in case of a complex structure): |
N° |
Namexv |
% of voting rights held by ultimate controllingperson or entity or held directly by any subsidiary if it equals or ishigher than the notifiable threshold | % of voting rights through financial instruments held by ultimate controllingperson or entity or held directly by any subsidiary if it equals or ishigher than the
notifiable threshold |
Totalofboth |
Directly controlled by (use number(s) from 1stcolumn) |
| | pleaseseeadditonal comments | % | % | % |
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| % | % | % |
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| % | % | % |
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| % | % | % |
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| % | % | % |
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9.Incaseofproxyvoting:
Theproxyholder named willceasetohold % and numberofvotingrightsasof . |
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| 10.Additionalinformationxvi: |
Please find chain of controlled undertakings below, and attached organistaional chart.
Citigroup Inc.
Citigroup Global Markets Holdings Inc.
Citigroup Financial Products Inc.
Citigroup Global Markets Europe Finance Limited
Citigroup Global Markets (International) Finance GmBH Switzerland
Citigroup Global Markets Holdings Bahamas Limited
Citigroup Global Markets Limited
Citigroup Global Markets Europe AG |
| Done at |
Belfast |
On |
01/08/2022 |
Notes
iPlease note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.
iiFull name of the legalentity and further specification of theissuer or underlying issuer, provided itis reliable and accurate (e.g. address, LEI, domestic number identity).
iiiOther reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.
ivThis should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or 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 different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide 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 list is 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 that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal 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 holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- inthecircumstancesforeseeninletter(d)ofArticle9ofthatLaw,thenaturalpersonorlegalentity whohas a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and 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 legal entity and, provided it has a notification duty at an individual level under Article 8, under letters (a) to (d) of Article 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 can exercise the voting rights attached to the shares deposited withhim 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 that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 9 of that Law, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
vApplicable in the cases provided for in Article 9 (b) to (h) of the Transparency Law. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 9 of that Law unless the percentage ofvoting rights held by the shareholder is lower than the 5% threshold for the disclosure of voting rights holdings (e.g. identification of funds managed by management companies).
viThe date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
viiThe total number ofvoting rightsshallbecomposed ofall the shares,includingdepository receiptsrepresenting shares, to which voting rights are attached even if the exercise thereof is suspended.
viiiIf 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.
ixIn case of combined holdings of shares with voting rights attached 'direct holding' and voting rights 'indirect holding', please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.
xDateofmaturity/expirationofthefinancialinstrumenti.e.thedatewhenrighttoacquiresharesends.
xiIf the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].
xiiIn 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).
xiiiIf the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
xivThe full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity also has to be presented in the cases in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only then the market always gets the full picture of the group holdings. 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 in column 1 in order to allow a clear indication of the control structure in column 6. The names of all undertakings of the control chain shall be provided in column 2, even if the number of the directly held voting rights and/orfinancial instrumentsis notequal orhigher than the notifiable threshold. Columns3 & 4shall indicate theholdings of those persons or entities directly holding the voting rights and/or financial instruments if the holding is equal or higher than the notifiable threshold.
xvThe 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 lowest applicable threshold themselves.
xviExample:Correctionofapreviousnotification.
AROUNDTOWN SA 
