Arhiva Fortenova group - Page 4 of 6

New generation of Accelerate programme students starts work Career

01.12.2022.

With the end of November Fortenova Group has completed the launch of a new educational cycle in all three programmes of the DRIVE Beyond Excellence project, designed to improve the knowledge and skills of its employees in the long term.

Only a fortnight after 98 students of the first generation successfully completed their education, another generation of Accelerate programme students have started their work today. It comprises 73 students from 17 operating companies and Fortenova grupa d.d. Their education focuses on acquiring a number of new competencies and knowledge in various operational areas, and the programme has been developed with Selectio Group, Croatia’s leading HR consultancy company.

Through nine modules the students will gain insight into knowledge from the areas of finance, supply chain management, sales, customer relations or comprehensive project management, with particular focus on strengthening team leadership skills, recognizing specific traits in team members and encouraging their creativity, agility and inclination to thinking outside the box.

The education is intended to strengthen the students’ managerial skills, as well as to drive the transfer of acquired knowledge, thus strengthening the overall level of employee competence and efficiency and contributing to the atmosphere of togetherness, collaboration and sharing fostered by Fortenova Group in its working environments.

“I believe that we are all proud to end the year with new beginnings in our internal education programmes, featuring an impressive number of students in both generations. In the context of everything else that we have done at the company in parallel, we can truly be content with our overall achievements. Not only have we improved our financial strength, as confirmed by our operating results from quarter to quarter, but in parallel we have also developed internal processes and a systematic support to our key resource, which has brought us to the point that today we have a respectable talent pool and teams that can cope with even the most challenging tasks”, said Fabris Peruško, Fortenova Group’s CEO on the occasion of the Accelerate programme kick-off.

“Two generations of group programmes for the development of our employees’ skills as part of the DRIVE Beyond Excellence project have involved more than 450 employees from all our companies. The first generations have successfully completed their education, and the feedback from the students in all three programmes regarding the content quality and overall concept is truly excellent. This is why we are very happy with the development of the DRIVE Beyond Excellence project and the benefits that it has brought in strengthening the Group’s overall human potential and the work environment in general” – said Gordana Fabris, Fortenova Group’s Director of Human Resources.

Today’s DR Holders’ Meeting of Fortenova Group expectedly lacks quorum, decision on appointment of auditors expected during December Fortenova group

28.11.2022.

Holders of Depositary Receipts issued by Fortenova Group STAK Stichting, a foundation (stichting) incorporated under the laws of the Netherlands, on 28th November 2022 held a General Assembly meeting which was expectedly found to lack quorum, with the next Assembly to be held at the end of the week starting 5th December 2022.

Given that the company SBK Art LLC’s access to the voting is still blocked (SBK; legal entity holding Sberbank’s stake in Fortenova Group and representative of 42.5 percent of votes in the Assembly), without those votes it is expectedly not possible to achieve the quorum prescribed by the company’s Articles of Association. When a certain item on the agenda does not get the required majority of votes on two consecutive meetings of the Assembly, the Articles of Association set forth that at the third meeting such decision can be adopted with 75 percent of valid votes cast in favour of the decision, regardless of the number of votes represented in the voting.

The only items on the agenda of today’s DR Holders’ Meeting were related to the appointment of auditors for Fortenova Group TopCo B.V. and Fortenova grupa d.d., and it is expected that the next Assembly with the same agenda will not have the required quorum, either. This is why the adoption of the decision about the appointment of the auditors is expected to take place during December, at the third session of the same Assembly.

By way of reminder, the lawyers of the company Fortenova Group STAK Stichting have agreed with the proposal made by the lawyers of SBK Art LLC’s – the legal entity holding Sberbank’s stake in Fortenova Group – to only vote on the appointment of the auditors at this General Assembly meeting, given that SBK Art is undergoing the Know Your Customer (KYC) procedures in the Netherlands.

Fortenova Group STAK Stiching has, in a reply to a letter sent by SBK, stated that in view of the unclear factual circumstances relating to the purported sale and transfer of the SBK’s shares by Sberbank of Russia to a private individual, it should not take account of or otherwise recognize SBK’s voting or voting rights. Accordingly, SBK continues to be blocked from access to the voting.

Representatives of SBK had not registered for participation at today’s Depositary Receipt Holders’ Meeting nor have they attended the meeting.

By way of clarification with regards to inaccurate information published in some media, Fortenova Group herewith notes that no hearing has been held before any court in the Netherlands that would have preceded this Assembly.

Fortenova Group’s Depositary Receipts Holder’s General Assembly to be held on November 28th 2022 Fortenova group

25.11.2022.

Second generation of Navigate programme starts education Career

23.11.2022.

As part of the DRIVE Beyond Exellence programme of improving the knowledge and skills of its employees, Fortenova Group has together with the COTRUGLI Business School started another education cycle through the Navigate Programme.

The second generation of students comprises 22 employees from 14 operating companies and Fortenova grupa d.d., most of them from the Food and Retail Divisions. Over 14 months of the education designed for Fortenova Group’s managers they will primarily strengthen their leadership skills, and working on a concrete operational project under the supervision of Fortenova Group’s Executive Directors they will consider improvements in their respective companies and acquire new, practical organisational knowledge. All of that will additionally affect the mobilization of their teams and organisations, as well as the realization of goals within Fortenova Group’s strategy.

„The systematic consolidation of Fortenova Group’s operations has been accompanied by the systematic support to the development of our key resource – our talents. That approach has reaped significant results because apart from having become one of the most desirable employers in the region in only four years of operations, we have also developed three own tailor-made education programmes with more than 250 of our employees having attended them in the first generation. Over the course of this month another nearly 200 collegues from across the Group shall start with new education cycles and hence over a period of two years almost 400 employees will undergo the internal education. Already the first generations have confirmed that investing in the expansion of knowledge and the personal growth and development of our talents also means that the Group’s potential in realizing its business objectives gets stronger. I am sure that the the contribution of the second generation of students in all DRIVE Beyond Excellence programmes will be equally strong and visible”, said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors, on the occasion of kicking off the second cycle of the Navigate programme.

„We are exceptionally pleased to be Fortenova Group’s education partner already for the second year and to continue contributing to the improvement of the professional competencies of Group employees through the “Drive Beyond Excellence – Navigate” programme, all with a view to achieving the set strategic goals, as well as to the not less important personal development.

As the leading business school in Southeast Europe we have always pointed out the importance of lifelong education and look forward to making our contribution to the personal, civic, social and business perspectives. I am convinced that the attendees of the programme will be important links in the development of their organisation and contribute to the competitiveness of the Croatian economy by personal example”, said Zoran Đorđević, Partner and Academic Director at the COTRUGLI Business School.

Update on Fortenova Group Ownership Structure on November 17th, 2022 Fortenova group

17.11.2022.

A fortnight after Russia’s Sberbank, with a 42.5 percent stake Fortenova Group’s largest single co-owner, had disclosed to have sold the company that formally holds its beneficial ownership in Fortenova Group to a natural person, an investor from the United Arab Emirates, Fortenova Group received confirmation that the alleged new owner has not even contacted the Dutch registrar of ownership, UK-based Kroll, to change the data on the ultimate owner.

Kroll confirmed to Fortenova Group that to date they have not received any request to initiate the procedure of registering the change of ultimate owner.

Should such request be received, in order to accept any change Kroll must establish beyond doubt that the sanctions in effect in the European Union and the United Kingdom have not been breached in any way whatsoever. Should the sanctions have been breached by the sale-purchase, Kroll will not be able to acknowledge the exercise of rights from ownership shares thus acquired.

Any breach of sanctions also entails criminal liability for all citizens of EU member states and the United Kingdom who may have taken part therein and the company would like to use this opportunity to once again point out that Fortenova Group has had nothing to do with the transaction pursued by Sberbank.

As at 17^th November 2022 Sberbank’s share in Fortenova Group is still in the ultimate ownership of Sberbank as it has been so far, which means that due to the sanctions this share does not bear the rights arising from ownership – including for example the exercise of voting rights.

Commenting on this fact, Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, pointed out: “The fact that Sberbank is still its largest single owner shall continue to affect Fortenova Group’s day-to-day operations as it has done so far, where due to the Russian co-ownership we occasionally have to argue and document that we as company are not subject to sanctions, which does take some time and energy, but we have been and shall continue to be able to manage that. The most important thing, apart from the fact that we do not have a new co-owner, is that nothing has changed in our everyday operations. Behind us there is an excellent tourist season and ahead of us the operationally intensive holiday season for which we are very well prepared, we operate in an orderly and successful manner and I expect, provided that we all continue to be equally committed to our work, that we will achieve all the goals set this year.”

This information is intended, in the light of a number of media publications ( Jutarnji list 4 Nov 2022 , Vecernji list 4 Nov 2022 , Jutarnji list 5 Nov 2022 , Vecernji list 8 Nov 2022 , Jutarnji list 9 Nov 2022 , Express 11 Nov 2022 , Jutarnji list 12 Nov 2022 ) over the last two weeks, to inform all stakeholders as accurately as possible of the ownership structure of Fortenova Group.

As at 2^nd November 2022 Russia’s Sberbank and the natural person Saif Alketbi, citizen of the United Arab Emirates, claimed in separate, though timely coordinated media releases, that the aforementioned citizen of the UAE had acquired the 43.5 percent ownership stake in Fortenova Group by having purchased the company SBK Art LLC from Sberbank.

Fortenova Group immediately reacted to those announcements with the following information:

“Fortenova Group has no official knowledge whatsoever about the sale of Sberbank’s share. Sberbank’s assets are under sanctions and any sale-purchase requires special approvals to be obtained from the authorities in charge of implementing the sanctions. The first potential buyer of Sberbank’s share, Hungary-based Indotek, was not able to obtain those approvals. In the second attempt, i.e. the divestment to the pension funds, the approvals were obtained, but the representatives of German Allianz in the Supervisory Board of the AZ Fund stopped the sale-purchase. To Fortenova Group’s knowledge no further approvals for sale have been obtained and hence we do not see how a valid sale-purchase could have happened. Also, following the one performed by the pension funds, no other due diligence exercise has been performed. In case that the sanctions should have been avoided, this would constitute a criminal offence and the company has not taken part in it”.

More detailed clarifications of the developments related to Sberbank’s share in Fortenova Group were offered by Fabris Peruško, Fortenova Group’s CEO and Member of the BoD, in his interviews for Večernji list and HRT’s (Croatian TV) News.

As there was imprecise and inaccurate information published in some of the media commentaries, we herewith disclose a more detailed explanation of Fortenova Group’s ownership structure:

When it comes to the Russian banks, as the public is already aware, during the process of restructuring Agrokor through the Extraordinary Administration Procedure and the creditor’s Settlement Plan debts to creditors that were suppliers were mostly fully repaid during the EA Procedure itself. Financial institutions that had financed Agrokor until 2017 under the former owner have not recovered any cash, but their claims were rather swapped to ownership shares. The Russian bank Sberbank was Agrokor’s largest creditor, with the debt to that Bank prior to the opening of the Extraordinary Administration Procedure having amounted to EUR 1.1 billion. Hence, in pursuance of the Settlement Plan, Sberbank has also become Fortenova Group’s largest single owner.

Due to the crisis in Ukraine, i.e. the conflict regarding Crimea, which already existed at the time when the Settlement Plan among Agrokor’s creditors was closed, it was restricted by the statutory document of Foretnova Group’ Dutch ownership structure for co-owners under (at that time still only sectoral) sanctions to not be able to hold 50 percent of ownership or more. The mechanism applied has existed in the Netherlands for a number of years and makes sure that the Russian systemic banks cannot exceed an ownership share of 50 percent in companies, neither when issuing new nor when transferring existing instruments. This is why, at the time when Sberbank was assuming additional Fortenova Group instruments in exchange for Mercator shares, for the amount that would have meant that the 50 percent threshold has been exceeded, instruments held by Sberbank were transferred to a special escrow account in the name of a specialized private share issue management service provider (also an independent company of the UK based Kroll), and Sberbank cannot dispose of them at any point in time. These shares, if they were to be released from the escrow, would represent some 0.9 percent of votes. All shares exceeding 50 percent were transferred to a special account in 2021 as part of the overall share swap transaction and are still on that account, bearing no ownership and governance rights.

The second largest shareholder is a group of Croatian investors, led by Open Pass, who together hold some 28 percent, while the remaining around 22 percent of the company is owned by an array of institutional and private investors.

Fortenova Group signs Cooperation Agreement with Hrvoje Požar EI for its carbon footprint calculation study Social Responsibility

06.10.2022.

Fortenova Group and the Hrvoje Požar Energy Institute (EIHP) signed a cooperation agreement for the preparation of a carbon footprint calculation study for Fortenova grupa d.d. and its operating companies. The Agreement was signed by Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, and Dražen Jakšić, Director of the Hrvoje Požar Energy Institute.

The study to be prepared for Fortenova Group by EIHP will include a calculation of GHG emissions from Scopes 1, 2 and 3 and is intended for the Group to be able to systematically work on their reduction. Scope 1 includes direct emissions occurring at company locations due to fuel combustion in immovable and movable energy sources, production processes, use of land, changes in the use of land and forestry as well as from fugitive sources. Indirect emissions from Scope 2 occur outside of the company’s locations and are related to the purchase and consumption of electricity, heat and cooling energy. The calculation will also include other significant indirect emissions from Scope 3, related to input and output material and people flows required for the functioning of Fortenova Group’s business units.

The calculations obtained shall be the basis for defining short-term and long-term GHG emission reduction objectives and the preparation of the Strategy and Action Plan for the reduction of Fortenova Group’s carbon footprint.

It is business entities that actually constitute a major part of the solution to the problem of climate change and achieving neutrality within the deadlines envisaged by the Paris Agreement as well as the goals set in that regard by the EU, namely, to reduce GHG emissions by the year 2030 by at least 55 percent against the emissions from 1990 and for Europe to eventually become a climate-neutral continent by the year 2050.

„As the largest private employer in the SEE region we are aware of our impact on the communities in which we operate and consequently also our responsibilities when it comes to assuming the leading role in contributing to the reduction of GHG emissions; hence achieving our own carbon neutrality is the long-term goal of our sustainability strategy. This project that we have launched with EIHP is therefore not only key in calculating the current level of our carbon footprint and setting concrete objectives for its reduction, but also for establishing high sustainability standards in all our companies, regardless of the respective market on which they operate, the level of its development and the national regulations when it comes to matters of reducing the impact on climate changes” – commented Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors on the occasion of signing the agreement with the Hrvoje Požar EI.

“By providing expert support to the business sector in transforming their operations towards low-carbon, EIHP also accomplishes its own mission in contributing to the green energy transition. We are pleased that Fortenova Group has recognized us as a reliable partner in implementing its sustainability strategy and reducing GHG emissions. A detailed carbon footprint calculation, both at the level of individual operating companies and at Group level, is an important first step that will enable Fortenova Group to get to know the emissions structure and recognize those activities that contribute to the carbon footprint. The next step is the preparation of a strategy and action plan defining the measures for reducing emissions, the implementation whereof will be Fortenova Group’s significant contribution to achieving climate neutrality of the society as a whole”, said Dražen Jakšić, Director of the Hrvoje Požar EI.

The project in question will take place in several stages – from calculating emissions and presenting the results in accordance with the GHG protocol and ISO 14064-1 standards to preparing the carbon footprint management strategy, the action plan for reducing GHG emissions and analysing the conditions for achieving carbon neutrality.

Ownership structure Statement Fortenova group

01.06.2022.

Sale and Purchase Agreement Signed on Sale of Sberbank’s Share in Fortenova Group to Indotek Fund Fortenova group

08.04.2022.

Fortenova grupa d.d., Jamnica, Konzum, PIK Vrbovec and mStart receive Employer Partner Certificate and become a role model of HR excellence Career

08.03.2022.

Sberbank Europe is not the co-owner of Fortenova Group and hence the situation with Sberbank Europe has no impact on the ownership of Sberbank Russia in Fortenova Group and the company’s operations Fortenova group

28.02.2022.

Fortenova Group does not expect Europe’s sanctions in relation to Russia to have a negative impact on its operations Fortenova group

23.02.2022.

Fortenova Group to pay HRK 34 million of Christmas bonuses and children’s gifts to its employees Fortenova group

09.12.2021.

Fortenova Group companies traditionally reward their employees for the Christmas holidays and hence Fortenova grupa d.d. and its operating companies will this year again pay out Christmas bonuses and gifts for children, in accordance with the collective agreements and the possibilities of the respective companies. This year Fortenova Group will thus invest more than HRK 34 million in the Christmas rewards for its employees.

„The Christmas bonuses, gifts for children and all the other rewards that we have realized are primarily a way to thank all our employees for their great contribution and engagement. This year has been the most successful in the history of Fortenova Group so far, both in terms of financial performance and the successful closing of our great strategic projects such as the divestment of the Frozen Food Business Group and the integration of Mercator, as well as the commencement of a significant investment cycle in our overall operations. All those successes and the huge amount of work that we have done would not have been possible without the contribution of our 50,000 hard working and talented employees across the region, who deserve a huge commendation and thanks from the entire team of Executive Directors. At the same time, I wish all our employees and their families happy and enjoyable holidays” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

„At Fortenova Group we have continuously been developing and improving the overall work environment, the rewarding systems and benefits for our people, all in order to make our companies as good and desirable as possible places for the work and development of our employees. I believe that this is why Fortenova Group has for the second year in a row been among the best employers in Croatia and the region, where we are also the largest employer. In the forthcoming period we shall, together with our social partners, continue to be focused on our employees and on finding creative and innovative ways for their motivation, rewarding and development, all in line with out corporate values and business objectives” – said Gordana Fabris, Fortenova Group’s Director of Human Resources, on this occasion.

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