MERCATOR – VZMD with a counter proposal after the squeeze-out urgent meeting was initially canceled and later reconvened – the analyses of the official documentation resulted in an even higher suitable monetary compensation: at least €204.33 instead of the measly €36 as suggested by the FORTENOVA GRUPA

Even when preparing the previous counter proposal VZMD associates based their estimation on the official and published 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 AGROKOR in June 2018 and which shows that the value of the MERCATOR is estimated to be between €623 million and €1,315 million, and the mean value to €878.6 million. The management of Mercator publicly published the counter proposal of VZMD together with their criticism stating that the proposal of the Association »is based on more than a 3-year old document«. VZMD associates evaluate such behavior of the Mercator management as completely inappropriate, while they are surprised by the completely unrealistic and misleading statements and arguments in the published position since the very same Management has always been reporting on the ever improving business activities during this period (of the last three years) – at general meetings, during presentations of annual reports and otherwise. Additionally, while were preparing a new counter proposal (25 November 2021), the Mercator Management published a message on the Ljubljana Stock Exchange portal (SeoNet) with the title »The Mercator again improves business results in the first nine months of this year«!?!

VZMD emphasizes that in 2018 AGROKOR as the majority shareholder estimated the value of Mercator based on the assessment of the EBITDA value for the years 2019 and 2020. EBITDA for 2019 was estimated to €106.6 million and to €115.7 million for 2020. The annual reports of Mercator show that EBITDA in 2019 was actually €170.4 million (exceeding the estimation of AGROKOR by 59.84%!), while it amounted to €162.76 million in 2020 (exceeding the estimation of AGROKOR by 40.67%). Thus, the actual EBITDA for 2019 and 2020 exeeded the evaluation of AGROKOR from the year 2018 by more than 40%. Taking into account such official and publicly published statements and a greatly higher value, it s more than clear that the fair monetary compensation should amount to at least €204.33 per individual share of Mercator. The fact that the monetary compensation as suggested by the majority shareholder FORTENOVA GRUPA is too low is further evidenced by additional analyses of comparable sales of related businesses (e.g. DELTA HOLDING) which took place in times which were less favorable for sales. Based on all these analyses, a suitable monetary compensation should exceed €200 and get very close to the price of €300 per share.