Pursuant to the Rules and Regulations of the Ljubljana Stock Exchange and the relevant legislation, the company Poslovni sistem Mercator d.d, Ljubljana, hereby announces the resolutions of the 30th extraordinary General Meeting of Shareholders (Shareholders Assembly) convened at the request of the majority shareholder Fortenova Grupa d.d. and held on December 23, 2021, at the company headquarters in Ljubljana, Dunajska cesta 107.

Adopted resolutions:

Resolutions adopted at the 30th extraordinary General Meeting of Shareholders (Shareholders Assembly) of the company Poslovni sistem Mercator d.d., and other information are presented in the Notarial Record of Proceedings, the full version of which will be released in the following days.

Counterproposal:

A counterproposal was submitted at the Shareholders Assembly to the second agenda item by the Panslovenian Shareholders Association (VZMD) who oppose the minority shareholder squeeze-out, due to inadequate cash consideration (EUR 36 per MELR share) as proposed by the main shareholder, the company FORTENOVA GRUPA d.d. In their opinion, the cash consideration should amount to EUR 204.33 per share.

Challenging action announced:

At the Shareholders Assembly, three shareholders announced challenging action to the adopted resolution of minority shareholder squeeze-out.

Representation of five major shareholders:

The share of voting rights held by five shareholders with the largest shareholdings amounted to a combined figure of 99.20%, relative to the total of voting shares. The following five major shareholders were present or represented at the Assembly:

• Fortenova Grupa d.d.; number of shares and votes: 5,594,167; share relative to all shares bearing voting right: 90.00%;
• OTP banka d.d. – client account – fiduciary account; number of shares and votes: 367.904; share relative to all shares bearing voting right: 5.92%;
• Erste Group Bank AG – PBZ Croatia Osiguranje d.d.; number of shares and votes: 166,614; share relative to all shares bearing voting right: 2.68%;
• Zagrebačka banka d.d. – fiduciary account; number of shares and votes: 35.378; share relative to all shares bearing voting right: 0.57%;
• Raiffeisen Bank Austria d.d. – fiduciary account; number of shares and votes: 1.650; share relative to all shares bearing voting right: 0.03%.

As at the day of the assembly, the company held 42,192 treasury shares that are non-voting shares.

As of December 24, 2021, this announcement shall also be published on the company website at www.mercatorgroup.si, for a period of no less than five years.