lastništvo VTB in SBERBANK

After the Registry court entered the decision to squeeze out the Mercator minority shareholders into the court register (VIDEO: undefined), VZMD has already filed a motion to stay the proceedings, as well as the appeal at the District Court in Ljubljana. Namely, VZMD is challenging the decision – reached by the majority shareholder FORTENOVA GRUPA, d.d. (90.005%) for itself – at the Court; consequently, the decision could not be entered into the court register until the Court of First Instance reached a decision regarding the so-called breaking of the registry lock. Upon Mercator's proposal, the Court of First Instance weighed on whether the entry applicant would incur damages due to the registry lock, the significance of the lodged appeals on the rights of the minority shareholders, and the probability of a successful outcome of the plaintiffs' legal actions. "In her decision, the judge Melita Štefančič completely ignored the Council Regulation (EU) 2022/428 of 15 March 2022, which prohibits direct and indirect participation in any transaction for the benefit of the companies under direct or indirect control of the Russian state which is, in this case, incontrovertible," pointed out the VZMD President, Mr. Kristjan Verbič.

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According to the Croatian media reports, the Russian, predominantly state bank SBERBANK has increased its equity interest in FORTENOVA GRUPA, d.d., to 44 %, and together with the other Russian, predominantly state bank VTB (7,5 % share) now owns more than half of the company. The Russian banks, majority owned by the Russian Federation, therefore control one of the largest corporations in southeastern Europe, whose major part is also MERCATOR, d.d. And in this company, FORTENOVA GRUPA has reached a decision to squeeze out the minority shareholders which has just been entered into the commercial register, even after VZMD requested a temporary injunction order.

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Objection and Open Call to CEO of ATVP Securities Market Agency Page 1

VZMD President Mr. Kristjan Verbič addressed the CEO of ATVP, Ms Anka Čadež, with an open Objection against inadmissible regulatory pressure on organized representation of minority shareholders. With it he reasonably warns that since the last couple of years the Association has been dealing with unjustifiable pressure by ATVP, which is deliberately making the accomplishment of our mission (bringing together individuals and groups of citizens) difficult and ever increasingly impossible. "This is a paradox, since the care for the rights and interests of the most vulnerable groups of participants in the financial market – the minority shareholders – is supposed to be the purpose for existence not only of minority shareholder associations, but of the ATVP itself. We do not need ATVP to protect tycoons and financial intermediaries, we need it as a protection from tycoons and financial intermediaries," Mr. Verbič emphasized in his letter.

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VZMD.tv is publishing a video (VIDEO: https://youtu.be/xI0TIG3oFL8) of a particularly topical round table "Digital Transformation and Cybersecurity in Businesses" from the International Investor Conference which took place mid September in Bled, Slovenia and was organized by the Pan-Slovenian Investors\' & Shareholders\' Association (VZMD) and the European Federation of Investors and Financial Services Users (BETTER FINANCE).

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Lately, there have been many shareholders in public limited companies turning to VZMD and stating that they have received various letters and very strange offers from IGOR ŠTEMBERGER, the CEO and owner of ILIRIKA borzno-posredniška družba, d.d. (brokerage company). In certain cases the offered prices for shares were extremely low, in others they offer shareholders shares of the company ILIRIKA MOJA ZVEZDA, d.d., in exchange for their existing shares, and in some they even give two separate offers – either a purchase price or an exchange of stocks. VZMD did not notice that ILIRIKA d.d., which should be taking care of the interests of their own clients, warned them that an "exchange" of shares represents a divestiture of old and an acquisition of new shares, which can have, among other things, very negative tax consequences for the shareholders at their next sale!

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Shareholder counterporposal 26112021 Page 1

After the squeeze-out meeting of the company MERCATOR, d.d., was canceled and reconvened, VZMD again sent the company a counter proposal, which proposes that in the event of a squeeze out of 1,277 minority shareholders they receive a monetary compensation in the amount of €204.33 per share, instead of the measly €36.00 as suggested by the majority shareholder – the company FORTENOVA GRUPA, d.d. This time VZMD is suggesting an even higher monetary compensation than in the previous counter proposal (€145.25 per share), since in the meantime the Association received additional justifications and analyses, all of them reflecting the necessity to additionally increase the amount of monetary compensation to at least €204.33 per individual share of Mercator.

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seonet17112021

For the urgent meeting of MERCATOR, d.d. that is to take place on December 6 2021, VZMD submitted a Counter proposal to the squeeze-out/expulsion proposal of minority shareholders. While FORTENOVA GRUPA, d.d., the majority shareholder who proposed the squeeze-out, proposed through a single substantive item on the agenda that 1,276 minority shareholders receive no more than €36.00 per share or a total of €22,365,036.00, VZMD is submitting a counter-proposal to demand a remuneration in total amount of €90,236,707.75 (€145.25 per share), using the amount that AGROKOR itself had estimated to €878.6 million as the mean value of MERCATOR.

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VZMD.tv shared a video (link: https://youtu.be/zmlJp4y97KA) of the highly interesting and thematic round table entitled "Pension Savings Panel: The State of Pension savings in Europe" which took place at the International Investors' Conference organized by the VZMD and European Federation of Investors and Financial Services Users (BETTER FINANCE) in mid September at Bled, Slovenia.

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Between 11 and 14 September, VZMD organized meetings for representatives of the European Federation of Investors and Financial Services Users (BETTER FINANCE) and the World Federation of Investors (WFI) in Slovenia.

The central part was the International Investor Conference »European Capital Markets for Individual Investors« where the highest representatives of renowned international organizations met in person for the first time since the outbreak of the pandemic. More than 120 guests and visitors from Europe and beyond attended the conference in person, while more than 350 registered participants attended the conference online – VIDEO of the ENTIRE CONFERENCE: https://youtu.be/VEHLVpKwkMU

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mercator izpodbojna tozba 01102021

In the previous week, VZMD brought a legal action at the District court Ljubljana to dispute the decision of the General meeting on the dubious recapitalization, which was adopted during the recent urgent meeting of the company MERCATOR, d.d. The legal action was brought on behalf of VZMD and shares as part of the VZMD’s “Share SUPPORT”. After additional verifications and initiatives of individual shareholders, the Association is certain that the intention of the adopted decision is possibly trying to ensure that the majority shareholder – the company FORTENOVA GROUP (89.11%) – uses the aforementioned recapitalization and other financial operations to gain at least 90 % share of all shares to which voting rights are attached, thus creating conditions to squeeze out the remaining 1,284 minority shareholders which did not accept the recent takeover bid (€36 per share which is also the recapitalization amount per share).

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Bled sep2021

After a very successful International Investor Conference by BETTER FINANCE and VZMD (VIDEO: https://youtu.be/VEHLVpKwkMU), the Association has been receiving commendations from Slovenian and foreign guests, partners as well as participants of the event. In addition to commendations for both the content and the technical side of the conference. The excitement was even greater because this was the first time that the representatives and members of the European Federation of Investors and Financial Services Users (BETTER FINANCE) and the World Federation of Investors (WFI) met in person since the outbreak of the COVID-19 pandemic. VZMD President, Mr. Kristjan Verbič, also received many praises during the opening of the International Trade Fair MOS in Celje, among others by the Prime Minister of the Republic of Slovenia, Mr Janez Janša, and the Minister of the Economic Development and Technology, Mr Zdravko Počivalšek.

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