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European Court of Justice adjudicates! Change of ownership at Fortenova Group was conducted lawfully News
Fortenova group
European Court of Justice adjudicates! Change of ownership at Fortenova Group was conducted lawfully
12.03.2026.

The ECJ’s Judgement finally refutes SBK Art’s false premise that Fortenova Group’s management had arbitrarily or maliciously ignored and bypassed SBK Art and their contestation of the change of ownership

 

The European Court of Justice (ECJ), the European Union’s supreme judicial authority, has upon request of the Supreme Court of the Kingdom of the Netherlands passed a judgement, ruling that the freezing of funds held by sanctioned entities in the EU absolutely and unconditionally prevents the sanctioned holders of depositary receipts from attending and voting at the general meetings of shareholders.

The Supreme Court of the Kingdom of the Netherlands had asked the ECJ for an interpretation – whether there was any situation where sanctioned persons would be allowed to make use of their shareholders’ and similar rights.

The question was raised in the context of SBK Art’s repeated attempts to prevent the shareholders’ meetings of Fortenova Group from being held in the period between 2022 and 2024. Namely, as part of the sanctions imposed on Russia because of is war of aggression in Ukraine, in 2022 the European Union adopted restrictive measures against Sberbank of Russia, including explicitly also against SBK Art, and hence their funds have been frozen.

It is the ECJ’s position that with regards to the “Restrictive measures against Russia: the freezing of funds prevents, absolutely and unconditionally, a holder of depositary receipts from attending a general meeting of shareholders and from voting in that meeting”.

This judgement has finally refuted SBK Art’s false premise that Fortenova Group’s management had arbitrarily and maliciously ignored and bypassed SBK Art and their contestation of the transaction of Fortenova Group’s divestment, which was completed in the summer of 2024.

The European Union’s court of highest instance has thus confirmed that Fortenova Group has acted in the right way from the beginning, having deprived the sanctioned entity SBK Art of the possibility of participating and voting in the general meetings and having taken all the necessary steps to protect the company from legal uncertainty, obstructions and attempts to exert influence contrary to the objectives and purpose of the European sanctions.

With its clear and unequivocal interpretation the European Court of Justice has asserted that Fortenova Group’s actions were in fact the only lawful steps that Fortenova was allowed to take in the first place. “Any interpretation that is less strict would hinder the objective of ensuring that the freezing of funds has the effect of limiting as far as possible the transactions that can be carried out with frozen funds” – ECJ state in their decision.

“Today’s judgment unequivocally confirms that due to the sanctioned shareholders Fortenova Group was hindered in functioning normally. As of today it is clear to everyone that the process of ownership transformation was conducted in order to protect the company, its governance, financial stability and the lawfulness of its operations and that it was based on the law and on principles of responsible corporate governance.

This also proves that the vexatious litigation of several years had no legal foundation whatsoever and we believe that with this decision such proceedings will finally come to an end. I would like to congratulate and thank our legal teams as well as our advisors for the exhausting and demanding battle and let our employees know that after yet another legal affirmation we shall continue to build a strong and modern company”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of its Board of Directors.

Awaiting the outcome of this procedure there were also all court proceedings where SBK Art had requested for the general meetings’ decisions of Fortenova Group in the Netherlands to be annulled. Therefore, upon formal service of the European Court of Justice’s decision to the Dutch judiciary, Fortenova Group expects the continuation and successful completion of five court cases in the Netherlands as well as the court proceedings on Malta against the company Open Pass Limited and others.

By way of reminder, so far Fortenova Group has finally beaten SBK Art in seven proceedings brought against Fortenova Group and its responsible persons – from several requests for the judicial review of the management  in the Netherlands to interim measures in the Netherlands, Malta and Croatia. In addition, the General Court of the European Union has already twice rejected SBK Art’s application for annulment of the sanctions.

You can read the original document here.

MK Group to acquire Dijamant from Fortenova group News
Fortenova group
MK Group to acquire Dijamant from Fortenova group
27.01.2026.

MK Group and Fortenova Group signed a sale-purchase agreement for the company Dijamant from Zrenjanin, whereby MK Group is to acquire a 100% share of Dijamant in what is to become one of the most significant acquisition processes in the food and agriculture sector of the Adria Region. This strategic step constitutes an important moment for both companies, with the clear common intention to realize the process in a responsible and transparent manner, in accordance with long-term visions of growth, market position strengthening and the further development of the regional agri-food industry. The transaction will be completed upon obtaining the approval of the competent market competition regulatory authorities.

“This acquisition constitutes an important step in the further development of our MK Agri-Food Division, once again bearing witness to MK Group’s long standing ambition to be the leader in the regional food and agriculture industry. With this investment we have confirmed our readiness to support companies with a high growth potential and continue to expand our business ecosystem. I am confident that the transfer of our know-how, experience and expertise, built over many years of managing agricultural and food companies, will make it possible for Dijamant to introduce significant improvements to its processes, quality and innovations, as well as create added value for its employees, consumers, partners and the entire industry”, said Mihailo Janković, General Manager of MK Group.

“With the sale-purchase of Dijamant we are about to conclude the very intensive activities pursued over the last two years in gradually exiting from the agricultural operations. We have found good partners that offer further development and strengthening for the business. In the previous period we were able to stabilize the company and repay all its debts incurred before 2017 as well as modernize part of the factory that was more than 40 years old by investing over EUR 40 million of our own funds. We have doubled the production capacities, improved the competitiveness and increased market shares. Today Dijamant boasts a factory that is among the technologically most advanced in the industry. I am happy because all the time we have continued to maintain the social dialogue and improve the employees’ material rights. Long story short, we have provided the prerequisites for a new development phase that I am sure MK Group will know how to make use of. This signature is the first step towards our exit from the ownership structure of Dijamant and we hope that the entire process will be completed within the expected timeframe in order for the company to continue its further development.

I would like to thank all the colleagues from Dijamant, Fortenova Group and MK Group who have brought this transaction to fruition and wish our colleagues at Dijamant a lot of success going forward. This transaction marks our exit from the agricultural industry and the edible oil industry. It is part of our portfolio optimisation process, whereby we have exited operations that are no longer our core business. Fortenova Group’s focus is on the retail sector, logistics and commercial real estate as well as beverages”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

Fortenova Group expressed their satisfaction with the fact that the company has entered this new phase with a partner such as MK Group and the belief that MK Group’s experience, investment strength and strategic dedication would contribute to the further development of Dijamant and the strengthening of its market position. Fortenova Group will provide its full support in all steps of the transition in order for the process to be implemented successfully and in the best interest of the employees, partners and the entire business.

As usual, the public will be timely and transparently informed about all future steps and stages of the process.

Fortenova Group and Žito Group Sign Sale-Purchase Agreement for the Company Zvijezda News
Fortenova group
Fortenova Group and Žito Group Sign Sale-Purchase Agreement for the Company Zvijezda
13.11.2025.

Today Fortenova Group and Žito Group signed a Sale-Purchase Agreement for the companies Zvijezda plus d.o.o. and Zvijezda d.o.o. Ljubljana, whereby Žito Group acquires a 100 percent share in the aforementioned companies. The signing of the Agreement marks the conclusion of the acquisition negotiations, and the transaction will be finalised upon obtaining the approval of the Market Competition Agency.

With the acquisition of Zvijezda, a company with a tradition of 109 years in manufacturing food products, the Žito Group portfolio will be extended with three strong brands: Zvijezda, Margo and Omegol. Among them, Zvijezda edible oil has for many years positioned itself as the No. 1 brand on the Croatian market, with high market shares on other markets of the region as well.

According to relevant market surveys that track sales and brand power perception, Zvijezda is the leader in all key product categories and the absolute star on the brand power scale in Croatia. As many as five Zvijezda brands have for years positioned themselves among the top ten strongest brands, with Zvijezda edible oil and Zvijezda mayonnaise regularly taking turns as No. 1 and No. 2 on that list. Such consumer loyalty to Zvijezda’s brands is primarily due to their quality, tradition, innovation and originality.

In 2024, Zvijezda had a realisation of 84,000 tonnes of finished products and generated revenues in the amount of EUR 155 million and the company currently employs more than 440 employees.

“The exit from this operation is a continuation of the process that Fortenova Group started with the divestment of the companies with agricultural production. As in all previous divestment processes, our focus in this process was also on finding partners that would, in addition to paying a fair price, make the maximum contribution to the further development  and preservation of employment, tradition and the market position that Zvijezda holds. Hence the finalisation of this transaction results from our conviction that Žito Group, which has a local raw-material base and features technological excellence, is the most natural environment for Zvijezda where that company will, with its expertise and personnel potential, focused leadership and development vision, gain new momentum. At the same time, this will strengthen the partnership between two large regional companies. We are grateful to all colleagues at Fortenova Group and Zvijezda, as well as at Žito Group, who have worked hard to make the realisation of this transaction possible. It has additionally strengthened Fortenova Group’s financial position and set the foundation for its further growth”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

The industrial production at Žito Group is a vertical extension of the crop and livestock production. The Group’s industrial branch comprises the DOBRO Meat Industry, the Čepin Edible Oil Factory, the Vitalka Animal Feed Factory, the seed product finishing plant and electricity production.  It is important to note that Žito is the country’s largest egg producer, the second largest arable land tiller and the second largest pig producer.

“With this transaction Žito Group has additionally strengthened its position on the regional food industry market and expanded its product and production capacity portfolio. We believe that the synergy between Žito Group’s existing production plants and Zvijezda will contribute to even greater efficiency, innovation and competitive edge on the market. We would like to thank Fortenova Group for their trust as well as everyone involved in the realisation of this important transaction”, said Marko Pipunić, President of the Management Board of Žito Group.

“Žito Group has always been originally focused on growth and development, and with Zvijezda it has now gained additional strength and the width required for another step forward when it comes to brands, production and market positions. I am confident that we shall use this opportunity to create long-term value for all stakeholders: the employees, the shareholders and the community”, Pipunić concluded.

The final sale-purchase price will be established upon closing of the transaction, in accordance with the agreed pricing mechanism, depending on the financial and operational results generated by the company Zvijezda plus d.o.o. by the closing date.