Hanover Investments (Luxembourg) S.A. Receives Shares of Hudson's Bay Company as part of a Distribution from Hudson's Bay Trading Company, L.P.

TORONTO, Aug. 5, 2016 /CNW/ - On August 5, 2016, Hudson's Bay Trading Company, L.P. ("HBTC") a Cayman limited partnership, distributed 10,914,181 common shares ("HBC Shares") of Hudson's Bay Company ("HBC") to its partners.  As a limited partner of HBTC, Hanover Investments (Luxembourg) S.A. ("Hanover"), which is indirectly wholly-owned and controlled by the Abu Dhabi Investment Council, an institution of the Government of the Emirate of Abu Dhabi, received 5,283,140 HBC Shares, its pro rata share of the distribution.

As a result of the distribution, Hanover's beneficial ownership of HBC Shares increased from 26,966,886 HBC Shares (representing 14.8% of outstanding HBC Shares) to 32,250,026 HBC Shares, (or 17.7% of outstanding HBC Shares) (of which 2,407,200 HBC Shares are being held in escrow subject to an escrow agreement among HBTC, L&T B (Cayman) Inc. ("L&T B (Cayman)"), Hanover and a third party escrow agent).

Hanover has no current plans or intentions which relate to acquisitions or dispositions of HBC Shares, however, depending on factors such as securities markets conditions, Hanover may develop such plans in the future.

Following the distribution, HBTC is the registered holder of 1,000 HBC Shares representing a de minimis amount of outstanding HBC Shares. Pursuant to the HBTC limited partnership agreement, HBTC has irrevocably appointed Hanover as proxy for the exercise of all voting rights that arise from time to time over HBC Shares held by HBTC up to the percentage of HBC Shares held by HBTC that is equal to Hanover's percentage interest in HBTC (presently 48.4062% or 484 HBC Shares), provided that in no event and at no time shall Hanover exercise the voting rights over more than 33% of the issued and outstanding HBC Shares.  Subject to this proxy right of Hanover, the voting rights over the HBC Shares held by HBTC are exercised by NRDC in its capacity as general partner of HBTC.

Pursuant to a nominating rights agreement between HBC, L&T B Cayman and Hanover, Hanover is entitled to nominate for election to the board of directors of HBC a specified number of directors at each annual meeting of shareholders. In addition to the nominating rights therein, Hanover also has the ability to vote in favour of HBC's slate of director nominees, subject to certain conditions.

Hanover Investments (Luxembourg) S.A. is a company governed by the laws of Luxembourg with an address of 46a, Avenue J F Kennedy L-1855 Grand-Duchy of Luxembourg, R.C. Luxembourg: B 132 723.

SOURCE Hanover Investments (Luxembourg) S.A.

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