TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
USU7744C1063
Issuer Name
BOKU, INC.
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An event changing the breakdown of voting rights
3. Details of person subject to the notification obligation
Name
Vitruvian Partners LLP
City of registered office (if applicable)
London
Country of registered office (if applicable)
United Kingdom
4. Details of the shareholder
| Name | City of registered office | Country of registered office |
| DS Partners LP | Georgetown | Cayman Islands |
| Build Lux Holdco S.à r.l. | Luxembourg | Luxembourg |
5. Date on which the threshold was crossed or reached
28-Mar-2024
6. Date on which Issuer notified
29-Mar-2024
7. Total positions of person(s) subject to the notification obligation
| % of voting rights attached to shares (total of 8.A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer | |
| Resulting situation on the date on which threshold was crossed or reached | 8.900000 | 0.000000 | 8.900000 | 26749675 |
| Position of previous notification (if applicable) | 9.000000 | 0.000000 | 9.000000 | |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
| Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) |
| USU7744C1063 | 26749675 | 0 | 8.900000 | 0.000000 |
| Sub Total 8.A | 26749675 | 8.900000% | ||
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
| Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
|
| | | | |
| Sub Total 8.B1 | | | | |
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
| Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
|
| | | | | |
| Sub Total 8.B2 | | | | ||
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
| Ultimate controlling person | Name of controlled undertaking | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
|
| | | | |
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Vitruvian Partners LLP manages the Vitruvian Investment Partnership III, which is the ultimate beneficial owner of Build Lux Holdco S.à r.l.. Build Lux Holdco S.à r.l. holds 21,173,008 shares in the capital of Boku, Inc.
Vitruvian Partners LLP also manages DS Partners LP. DS Partners LP holds 5,576,667 shares in the capital of Boku, Inc.
12. Date of Completion
29-Mar-2024
13. Place Of Completion
London
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