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MERCATOR, d.d., Ljubljana

Fortenova Group shareholders to vote on important decisions related to Mercator transfer to Fortenova Group at forthcoming Assembly

Pursuant to the provisions of the Ljubljana Stock Exchange (Ljubljanska borza d.d.) and the relevant legislation, the company Poslovni sistem Mercator d.d., Ljubljana, hereby releases the following announcement:

At the Depositary Receipt Holders’ Meeting of Fortenova Group, convened for Friday, 12th March 2021, the shareholders will vote on several decisions important for the business consolidation of Fortenova Group, the largest private employer in Croatia and several countries of the region and one of the largest private companies of South and Southeast Europe. The key decisions to be made by the shareholders are related to the transfer of shares of Poslovni sistem Mercator from Agrokor to Fortenova Group and if adopted, these decisions will provide Fortenova Group with the approval to extend the existing financial arrangement with HPS Partners and VTB Bank by the amount of up to EUR 390 million, to be used as a loan from Fortenova Group to Mercator for the purpose of refinancing Mercator’s bank debt.

The shareholders will also decide on swapping the shares held in Mercator by Sberbank for shares in Fortenova Group. Should the share swap be approved, 18.53% of Mercator shares owned by Sberbank will be transferred to Fortenova Group. At the same time, with that swap Sberbank’s ownership share in Fortenova Group would increase to 44 per cent. With the adoption and realization of these decisions and upon receiving regulatory approval for the concentration of Mercator and Fortenova Group on the market of Serbia, all key prerequisites pending for the soon to be realized transfer of shares of Poslovni sistem Mercator, d. d.,  to Fortenova Group would be met.

Besides the decisions related to Mercator, the shareholders will also decide on strengthening Fortenova Group’s Board of Directors which, provided the proposal is accepted and adopted, will comprise three new non-executive members – Roman Goltsov, Daniel Gusev and Damir Spudić, experts with extensive international experience whose qualities, knowledge and professional expertise could significantly contribute to the achievement of Fortenova Group’s business goals. At the same time, with the vote on the appointment of new BoD Members, the resignation of Mr. Miodrag Borojević from his position as Non-Executive Member of the BoD shall become effective.

"We would like to thank Mr. Borojević for his contribution to the work of the Board of Directors over the last two years and wish him success in his further professional career" - said Maksim Poletaev, Chairman of Fortenova Group's Board of Directors. With the adoption of the decision on the appointment of new members Mr. Borojević shall cease to be Member of the BoD and his obligations in the governing bodies of individual Group companies shall cease therewith as well.

“The Assembly ahead of us is very important, as the shareholders will vote on decisions important for our operations in various aspects. First of all, by adopting the proposed decisions related to Mercator the last remaining elements of the Settlement Plan among Agrokor’s creditors shall be met. I am personally particularly pleased that this will formally close all obligations arising from the Settlement Plan, exactly three years after I accepted the challenge of running the Extraordinary Administration Procedure of Agrokor under complex circumstances. With the adoption and delivery of the Assembly’s decisions the ownership within the Group will be consolidated, the new financing will consolidate the credit position as well and therewith we will meet all prerequisites for the consolidation of our retail operations across the region and the strengthening of our position in that industry. Provided that the shareholders adopt the proposed decisions next Friday, I believe that the transfer of Mercator shares will be closed by the end of the month”, said Fabris Peruško, Member of the Board of Directors and Chief Executive Officer of Fortenova Group.

As of March 4, 2021, this announcement will also be posted on the company website at www.mercatorgroup.si where it shall remain available for a period of no less than 5 years.

Poslovni sistem Mercator d. d.
Management Board
Date: 04.03.2021