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.
Unfortunately, the proposed squeeze-out publicly confirmed the prediction and warnings given by VZMD that the sole purpose of the recapitalization adopted at the recent general meeting – in the amount of €5.9 million – was for the majority shareholder to exceed the 90% threshold to be able to carry out the subsequent squeeze-out. By excluding the other shareholders their right to participate in the recapitalization, the main shareholder was able to achieve the 90% threshold with "surgical precision", exceeding it by merely 0.005%! VZMD challenged this recapitalization before the courts(!); therefore – according to the VZMD associates – it should not be considered as meeting the legal requirements for performing the squeeze-out, nor should it be used to calculate the appropriate remuneration.
When submitting the counter-proposal, the VZMD President, Mr. Kristjan Verbič, pointed out that "AGROKOR made public on their website a Presentation on Final Enterprise Value Estimates (https://nagodba.agrokor.hr/storage/2018/06/Agrokor-Presentation-on-Final-Enterprise-Value-Estimates-1.pdf) that were owned by the company until June 2018; it is evident from the document that AGROKOR itself estimated the value of MERCATOR to be between €623 million and €1,315 million €, and the mean value to €878.6 million. Taking into account the mean value estimated by AGROKOR itself, and not considering the recent controversial recapitalization and the number of treasury shares (which are not entitled to the remuneration after the squeeze-out), the remuneration for minority shareholders should be €145.25 per share of MERCATOR!" This is what VZMD is proposing by submitting the counter-proposal – their representative at the general meeting will be the attorney Andrej Švencbir who is also in charge of the proceedings to challenge the controversial recapitalization before the courts. Mr. Švencbir will be – along with the shareholders grouped under the "Share SUPPORT" at VZMD – also representing all shareholders who will authorize him as part of the organized gathering of proxies. As always, VZMD invites the shareholders to participate in the general meeting directly or, failing that, at least express their will by means of the organized gathering of proxies.
VZMD also pointed out that out of 1,278 MERCATOR shareholders as many as 405 of the shareholders have yet to transfer their shares from the suspended registry accounts at Central Securities Clearing Corporation (KDD), thus putting them at risk to receive no remuneration whatsoever. If no action is taken, these shareholders will lose a total of €213,444.00 in remuneration (in case the FORTENOVA GRUPA's proposal is accepted), or rather as much as €861,187.25 in case the counter-proposal submitted by VZMD is accepted. As a solution for these shareholders, VZMD offers them to transfer the shares free-of-charge to the "Share SUPPORT" program (VIDEO: https://youtu.be/qnNbmMa4VRQ); in the last five years, the program was able to help over 7,000 shareholders by retaining and ensuring them their real yield.
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