Pursuant to the Rules and Regulations of the Ljubljana Stock Exchange, d.d, and the relevant legislation, the company Poslovni sistem Mercator, d.d., hereby informs the shareholders and the public of the following:

On June 18, 2013 Poslovni sistem Mercator, d.d. (hereinafter "the Company"), and Agrokor, d.d. (hereinafter "the Buyer"), signed as a part of the procedure for the sale of the shares of the Company, held by the consortium of shareholders/sellers, the Business Combination Agreement which specifies (i) the relations between the Company and the Buyer in the period from the signing of the Business Combination Agreement to the execution of the Share Sales Agreement ("Sales Agreement") and other procedures related thereto, and (ii) commitments of the Buyer regarding the operations of the Company after the Buyer assumes control of the Company.

 In the period from the signing of the Business Combination Agreement to the execution of the Sales Agreement, the Company shall continue to operate independently and without any restrictions. The Company shall inform the Buyer of any major events that could affect the execution of the Sales Agreement, subject to condition that such notifications do not constitute a breach of the rules and regulations of the stock exchange, rules of competition and other legislation. To this end, the Buyer shall also appoint an administrator who shall not be a person employed by the Buyer. The administrator shall have the right to request information from the Company with regard to events that could affect the execution of the Sales Agreement; however, the administrator shall only be allowed to convey information to the Buyer subject to prior written approval by the Company.

Since the Buyer intends to invite third parties to finance the purchase of the Company shares, the Company has committed to allow access to relevant data to such persons, subject to signing of a non-disclosure agreement, in the data room which has already been established.

The Company has also committed to work constructively with the competition protection bodies of authority in the countries in which the Buyer shall report concentration, if this is necessary for successful completion of the procedures before such bodies.

Having consulted the creditor banks, the Company and the Buyer further agree that the Company shall appoint an additional financial advisor who shall consult the Company in the process of negotiations with the creditor banks on restructuring of financial debt of the Company, considering the scenarios of operations and performance after the execution of the Sales Agreement. The Buyer commits to allow such advisor/consultant, the consent of appointment of which will be approved by the creditor banks, access to information required for a robust estimate of the synergies and cash flows following the execution of the Sales Agreement, subject to the restrictions of rules of competition and other legislation.

The Business Combination Agreement specifies that after the Buyer assumes control, the Company shall continue to operate independently and that it shall be in charge of operations of the entire Group in Slovenia, Serbia, and Montenegro. The Company shall not provide any guaranties, loans, or pledges for any Buyer's liabilities, in the period of minimum three years after the Buyer assumes control. All transactions between the Company and the Buyer shall be effected according to the arm's length principle (at market terms). By signing the Business Combination Agreement, the Buyer further commits to the following:

• that the Company shall remain for at least 10 years a legal entity headquartered in Ljubljana, with all business functions performed at the time of signing of the relevant agreements, and that the "Mercator" brand shall be maintained in the same period;
• that the Company shares will continue to be listed on the Ljubljana Stock Exchange for 5 years after the execution of the Sales Agreement, unless the Buyer acquires 90 percent or more of the Company stock prior to the expiry of such period, which will allow the Buyer to vote to withdraw the Company shares from the stock market;
• that the Company will retain for at least 3 years after the acquisition of the Company shares the two-tier corporate governance system with a Supervisory Board consisting of no less than 9 (nine) members and a Management Board consisting of 4 (four) members, and that the Management Board shall have, as far as applicable, the same powers as at the time of the signing of the Business Combination Agreement; the Management Board shall continue to manage the Company independently and at own responsibility;
• to make sure that the Company observes for a period of no less than 3 (three) years the provisions of the current collective labour agreement, and that such agreement shall not be unilaterally cancelled, changed or amended;
• to honour the rights of the employees and the Works Council and trade unions, and the worker rights to participation in management;
• that the Company management will consult the representative trade unions on quarterly basis through the period of 3 (three) years after the execution of the Sales Agreement with regard to the major issues of employment, affecting the Company employees;
• to vote in the following 3 (three) years to appoint as the Company auditor one of the 4 (four) largest globally present auditing companies licensed in Slovenia;
• that the Slovenian suppliers will retain in the following 3 (three) years their position in Mercator aisles (stores, shelves) that they have at the time of signing of the Agreement, or that they will be allocated a fair share on the shelves, consistently with their market performance.

This announcement will be published on the company’s website at www.mercator.si as of June 18, 2013, and will remain posted for a period of at least five years.