Fortenova Group’s Executive Management: Fabris Peruško – Chief Executive Officer, Damir Spudić – Chief Financial Officer Fortenova group

04.09.2024.

The former Executive Directors shall continue to head their respective areas of responsibility in the position as directors of Fortenova Group and Hido Lajtman is a proxy holder

In furtherance of the intention to increase efficiency in the company’s management and decision making, Fortenova Group’s Board of Directors passed a decision according to which Fabris Peruško, Fortenova Group’s Chief Executive Officer, shall be joined in the Executive Management by Damir Spudić as the Group’s Chief Financial Officer. At the same time Spudić shall also become an Executive Member of Fortenova Group’s Board of Directors.

The former Executive Directors shall continue to head their respective areas of responsibility in the position as directors of Fortenova Group. Gordana Fabris is Group Director of Human Resources, Hido Lajtman is Group Director of Legal Affairs and Compliance and proxy holder, Marin Dokozić is Group Director of Retail and Damir Leko Group Director of Agriculture.

Over the last three years Damir Spudić held the position of Non-Executive Member of the Board of Directors and over the same period he was also Board Member and Chief Financial Officer of the company Energia naturalis (ENNA) and Chief Financial Officer of the ENNA Group. He is also a Member of the Supervisory Board of Pevex d.d. and Deputy Chairman of the Supervisory Board of the company ENNA Fruit d.o.o.

He was as well Member of the Supervisory Board of Luka Ploče d.d. (Port of Ploče) and participated in the financial stabilisation and successful restructuring of Petrokemija d.d.

He started his career at Hypo Alpe-Adria-Bank in 2005 and in 2010 became its Area Director of Sales responsible for the overall sales results in the region of Slavonia. He joined the ENNA Group in 2012.

He holds a Master’s Degree in economics from the J.J. Strossmayer University of Osijek and currently attends doctoral studies of economics and global security at the Zagreb Faculty of Economics.

Changes in Fortenova Group’s Board of Directors Fortenova group

28.08.2024.

Pursuant to the decision of the General Meeting and in accordance with the company’s further development strategy, some changes shall take place in Fortenova Group’s key governance body. In particular, by decision of the DR Holder’s Meeting of 28^th August this year, the Group’s Board of Directors (BoD) shall have a reduced number of members and instead of nine, as was the case so far, it shall have five to seven members.

The position of BoD Chairman shall be assumed by its former Member Pavao Vujnovac and his Deputy will be Josip Jurčević, Along with Josip Jurčević, Borut Petek has been appointed as another new BoD Member.

Josip Jurčević holds a degree as University Specialist in Business Economics from the postgraduate professional studies of the Zagreb Faculty of Economics, where he also attended a doctoral programme in economics and global security. After almost 14 years of work in the Security and Intelligence Agency, where he gained extensive experience in system organisation and strategic thinking, he has transitioned to the private sector. He has founded and managed numerous successful companies in the Republic of Croatia and abroad, including the development and realisation of real estate investment businesses.

Borut Petek is the founder and CEO of the company Boston Advisors CEE. He holds an MSc degree in strategic management, with an academic background from prestigious institutions such as Harvard, MIT and Oxford. He spent eight years as Visiting Fellow at the Department of Government of Harvard University – Cambridge, MA. He is a Member of the Global Corporate Affairs Council at the Oxford University, UK.

The former BoD members, Maksim Poletaev and Vsevolod Rozanov, resigned from their positions in Fortenova Group’s Board of Directors during August. Fortenova Group thanks Maksim Poletaev for his leadership and significant contribution to the company’s operations over the course of his term as Chairman of the BoD, as well as Vsevolod Rozanov for his engagement in the role as BoD Member. Fortenova Group appreciates their commitment to the stabilisation and improvement of the company’s operations and wishes them success in their future projects.

Fortenova Group and Podravka sign sale-purchase agreement for Agriculture Division Fortenova group

26.07.2024.

Fortenova Group publishes 2023 Financial Statements and Sustainability Report Fortenova group

16.07.2024.

With the publication of its audited Consolidated Financial Statements and the Sustainability Report for 2023, Fortenova Group has rounded off a very intensive first half of the year. In particular, after last week’s announcement of a very successful implementation of its ownership transformation and the fact that it no longer has any sanctioned shareholders in its ownership structure, as well as of the decision on having selected Podravka as its partner to continue the process of divesting the agriculture business, in the Financial Statements and the Sustainability Report the Group has now presented its last year’s business operations to the public in detail.

The audited Consolidated Financial Statements disclose the key financial indicators, while the Sustainability Report features a comprehensive overview of the Group’s and its operating companies’ operations in 2023, focusing on the activities in seven key sustainability topics.

When it comes to the financial indicators for 2023, according to the audited consolidated results the Group generated total consolidated revenues of more than EUR 5.8 billion. Adjusted consolidated operating profits were lower than in the year before and amounted to EUR 251 million. The net debt at the end of 2023 was EUR 970 million, while the net debt to adjusted operating profits ratio was 3.86 times. In a year-on-year comparison, all of the Group’s business divisions recorded higher total revenues, while having generated lower operating profits.

“Reflecting on last year’s financial results, it is important to note that, regardless of the specific circumstances that we found ourselves in, which we extensively addressed in the previous days, the Group has accomplished the most important goals planned, particularly having in mind the impact that global economic developments have had on our operations. As expected, the reduced operating profits as compared to the previous year were primarily due to the high increase in costs, particularly of energy and raw materials, and the increase in employee benefits. Nevertheless, despite the growth of our financing costs, the total net debt to adjusted profits ratio is on a satisfactory level” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, commenting on the 2023 financial indicators.

When it comes to the third consecutive Sustainability Report, it contains information about the businesses of 39 operating companies and Fortenova grupa d.d. and indicates key strides made in the area of sustainability in 2023, as confirmed by two awards received by the Group in the previous period. The first one is the Gold Award and the “Regional ESG Leader” acknowledgement for overall ESG achievements, awarded in the competition of large companies from the territory of Central and Southeast Europe by the International Economic Forum “Perspektive” and the company “Promo global”, while the Group received the “Hrvoje Požar” annual award in the category of a realized rational energy management project for the implementation of a comprehensive energy efficiency project. The achievement of energy efficiency is one of the priorities that the Group has intensively been working towards since 2022, when it started to establish the processes of determining all emission sources in its own operating process and the entire supply chain. Following an integral calculation of the carbon footprint from all established sources, studies were prepared in collaboration with the Hrvoje Požar Institute for each of the Group’s 40 companies engaged in different business activities, aimed at reducing their carbon footprint, as well as the pertaining documentation for the implementation of measures for its reduction in the period between 2025 and 2030. At the same time, the plans on reducing the carbon footprint at Group level started to be implemented already over the course of 2023 by initiating projects intended to increase the share of renewable energy sources in the overall consumption, define summer and winter store temperatures, reduce lighting outside the working hours to a security minimum, install LED lighting and close the refrigerated display cabinets in the stores, install higher capacity compressors and economizers on the boilers in specific companies and modernize the vehicles. Thereby, savings of 5 percent were made at Group level in the overall energy consumption.

Another important step was the increase in employee investments, which is particularly important given the total number of workers employed by the Group across the region and the risk arising from labour shortages. Since 2019 the labour costs have thus increased at Group level by almost EUR 200 million, with the Group continuing to invest in the growth of total employee benefits (salaries, performance-related remuneration and various bonuses/rewards), where it has been recognized in the broader environment for actively advocating the search for new and the relaxation of existing models of substituting the insufficient number of the working population in the countries of the region.

Another thing the Group companies have in common is the initiative related to the reduction of food waste, where Konzum HR has for the sixth consecutive year been recognized as the largest food donor in Croatia, while at the same time four Group companies – Fortenova grupa d.d., Konzum HR, Zvijezda HR and PIK Vrbovec HR – have, upon initiative of the Ministry of Agriculture, acceded to the Voluntary Agreement on the Prevention and Reduction of Food Waste, “Together against food waste”.

Furthermore, given that it has defined the diversity of representation at all levels, along with achieving gender equality, as one of its ESG goals, over the course of 2023 the Group adopted the Diversity, Equity and Inclusion Policy, with action plans prepared for the implementation of the Policy in 2024.

“The package of information where we have presented in detail everything that we did in 2023 is yet another proof of our dedication to responsible business operations, and in that light our strides regarding sustainability topics should be viewed as well. This, of course, also applies to a number of activities that we have undertaken over the course of last year, related to securing the stability and safety of our operations, particularly when it comes to the financial aspect, but also with regard to different external challenges and abrupt changes to the conditions in which our business operations took place”, Peruško concluded, commenting on the key elements of the Group’s Sustainability Report.

The 2023 Sustainability Report is available at the following link: https://fortenova.hr/wp-content/uploads/2024/07/Fortenova-Group-Sustainability-report-2023.pdf

Fortenova Group selects Podravka as strategic partner to negotiate sale-purchase conditions for Agriculture Division Fortenova group

12.07.2024.

Following the assessment of the binding offers received in the interest gauging process of the Agriculture Division divestment procedure, Fortenova grupa d.d. has evaluated the offer from Podravka d.d. as the best overall.

Accordingly, the two companies have signed an Exclusive Negotiations Agreement, pursuant to which Fortenova Group will continue the negotiation process on closing a sale-purchase agreement only with Podravka.

Fortenova Group’s Agriculture Division comprises the companies Belje, PIK Vinkovci, Vupik, Energija Gradec, Belje Agro-Vet and Felix. Detailed analyses of the binding offers received have shown that Podravka’s bid, besides offering the highest price, also in the best possible way meets the criteria set in the transaction as the most desirable strategic partner for those companies.

„We entered the interest gauging process for the Agriculture Division divestment with a view to maximizing the value and identifying potential partners who would be able to guarantee the development and sustainability of this nationally important industry and securing the further development of its operations and employment, the result thereof being the economic prosperity of the entire region of Slavonia and Baranja. We have found precisely such partner for our agricultural companies in Podravka. Podravka’s additional advantage is the fact that with it we would gain a strategic partner that would continue to provide high-quality domestic raw materials for further processing and production for PIK Vrbovec and the entire Fortenova Group system. Therefore, I am sure that by selecting Podravka as our exclusive partner to negotiate the details of the sale-purchase agreement we have made the best possible decision not only for the agricultural companies and our employees, but for all other stakeholders as well” – commented Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.

Herewith the half-year process of selecting a strategic partner for Fortenova Group’s agricultural operations has entered its final stage, and following the conclusion of the sale-purchase agreement it will be necessary to obtain the usual regulatory approvals from the competent market competition authorities in order to close the transaction.

Employer Partner Certificate for as many as 16 Fortenova Group companies – three new ones and 13 recertified Companies

25.04.2024.

Fortenova Group DR Holders Voted with Significant Majority for New Ownership Structure Without Sanctioned Equityholders Fortenova group

19.12.2023.

At today’s Fortenova Group Depositary Receipt (DR) Holders Meeting the majority of 97% equityholders who voted approved the entry into a transaction between Fortenova group TopCo B.V as a seller and Iter BidCo B.V. as a buyer of 100% shares in the capital of Fortenova Group MidCo B.V., for a total consideration of up to EUR 660 million.

What the new ownership structure will exactly look like will depend on the interest of the current non-sanctioned depositary receipt holders in additional equity investments. In order to ensure that the funds required for the transaction to be closed at the agreed price are available regardless of the level of the equityholders’ interest in additional investment, Open Pass Ltd. has committed to fund all the consideration payable, if necessary.

According to the approved transaction, Fortenova Group’s ownership structure will no longer have sanctioned equityholders, who will be compensated for their ownership. All eligible equityholders, i.e. practically all non-sanctioned current DR holders of the company, among which there are a number of Fortenova Group’s partners and suppliers, will participate in the new ownership structure under the same conditions. Current non-sanctioned equityholders shall thus be able to either simply transfer their stake to the new BidCo or, by opting to provide an additional investment at own discretion, increase their ownership stake or elect to cash out and exit the ownership structure. The respective funds to be paid to the sanctioned equityholders will be paid to a special account that they will be given access to once the sanctions regulations of the European Union, the US and the UK permit it.

The acceptance of the agreement at the DR Holders’ Meeting was preceded by the decision of the Amsterdam District Court from 18 December 2023, which dismissed claims by SBK Art LLC and its purported shareholder, a UAE citizen Mr. Saif Alketbi, as well as an individual who recently acquired Fortenova Group’s DRs, for the postponement of today’s DR Holders’ Meeting. Thus, a line of litigations against the Fortenova Group by the sanctioned SBK Art and its purported owner has now been rejected by the Dutch judiciary for the 4^th time.

“With this key decision in the long process of Fortenova Group’s ownership consolidation we are entering the new year with new enthusiasm. The fact that non-sanctioned equityholders, including a significant number of our suppliers who are equityholders, have with a large majority supported the proposed solution, confirms what we have been emphasizing – that it is in the best interest of the business and all Fortenova group stakeholders. This solution also equally protects unsanctioned and sanctioned equityholders, to whom payment of the agreed amount preserves the value of their investments, which unfortunately decreases with each day of continued business with sanctioned co-ownership. After this decision, our equityholders can choose one of the options offered to them, and since the transaction needs to be approved by certain sanctioning bodies and competition regulators, we expect to conclude it in the second quarter of next year. Without sanctioned equityholders in the ownership structure, the company will be able to continue to operate successfully, achieve good results and increase value for all stakeholders.” said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.

Gordana Fabris and Hido Lajtman become Executive Directors of Fortenova Group, management teams of Konzum, Tisak and MultiPlusCard strengthened as well Management

03.08.2023.

In accordance with the strategic direction of the company’s further development, Fortenova Group’s Board of Directors decided to additionally strengthen the management teams at Fortenova Group and some of its operating companies. Joining the team of strategic directors are thus Gordana Fabris, as Group Executive Director of Human Resources and Hido Lajtman, in the position of Group Executive Director for Legal Affairs and Compliance.

When it comes to changes in the operating companies, Tomislav Bagić, former President of the Management Board of Tisak, has become new member of the Management Board of Konzum in charge of operations, Helena Klarić, so far President of the Management Board of MultiPlusCard, has assumed the position as President of the Management Board of Tisak, while the Management Board of MultiplusCard will be headed by Bojan Radlović, who will, along with his new position, continue to manage Fortenova Group’s digital operations as Director of Digital Transformation.

„With all these management changes, along with the focus on the Group’s business development, we wanted to additionally enhance the overall organisation. We are proud of the internal advancement of our high-quality managers who have already proved themselves with their work and results so far. We have been working together for years and all of them – from Gordana and Hido to Tomislav, Helena and Bojan – are committed and dedicated managers who know the system and Group values, the teams they are heading as well as all our comparative advantages and challenges really well. Their past contributions to our joint efforts in raising the Group’s operational excellence are a guarantee that in their new roles and responsibilities they will be even more committed to creating added value for all our employees, customers and partners. I wish them all a lot of success and excellent results in their future work”, Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors commented on the changes.

Gordana Fabris has since 2018 been in the position of Fortenova Group’s Director of Human Resources. Over that period, she has implemented a number of projects focused on supporting the business strategy and the priorities of Fortenova Group’s operating companies, which include strategic planning and employee development, rewarding systems, organizational change management as well as the overall organization and management of all other functions of Human Resources. She gained her previous professional experience in several industries – from the FMCG market to insurance and sales, and in the period from 2003 to 2017 she was responsible for the human resources management function in the Valamar hotels and resorts and at Valamar Rivijera. She holds a degree in psychology from the University of Zagreb and graduated from the EMBA studies of the Cotrugli Business School in Zagreb in 2014. She won the Best HR Manager Award in 2012 as well as two awards for Best HR Practices.

Hido Lajtman started his professional career at the former Agrokor in 2008, where he worked in different positions within Legal Affairs until 2015. From 2015 to 2019 he served as Director and Executive Director in Legal Affairs. With the commencement of Fortenova Group’s operations he assumed the position of Director of Legal Affairs and Compliance. Over the course of his professional career at Agrokor and Fortenova Group he has managed the legal team that negotiated and developed the creditors’ settlement plan, realized the financing at the time of the Extraordinary Administration and the refinancing in the amount of more than EUR 1 billion with international creditors. He ran the legal process for the Frozen Food Business Group divestment and was one of the sponsors of the legal aspects of both Agrokor’s original takeover of Mercator as well as Fortenova’s final takeover of 100% of Mercator which was completed in 2021. Hido Lajtman graduated from the Law School of the University of Zagreb in 2007 and passed the bar exam in 2011.

Tomislav Bagić, former President of the Management Board of Tisak, has transferred to the Management Board of Konzum, to the position of Board Member in charge of operations. He started his professional career as regional retail manager at Konzum d.d. and in 2009 he joined Mercator-H d.o.o., where he first served as Director of Retail and then as Executive Director of Retail, Wholesale and Logistics, to become Member of the Management Board of the company in 2013. From 2016 to 2018 he was President of the Management Board of Konzum d.o.o. Bosnia and Herzegovina. He joined Tisak in 2018 as Member of the Management Board and became President of the Management Board in 2019. Over the last four years under his management, along with the primary focus on the customer, Tisak has digitalized and developed its operations with numerous innovative services and projects, enabling it to keep its position as the leading kiosk retail chain.

Helena Klarić, new President of the Management Board of Tisak, has joined Tisak from the position of President of the Board of MultiPlusCard, Croatia’s largest loyalty programme. Over the period of only three years at MultiPlusCard, she made a great stride in digitalizing its operations with the new omnichannel loyalty platform and the extension of the programme with new partners and functionalities for all users. Prior to that, from 2009 to 2020 she was Assistant Director for the areas of retail and investments at Konzum. From 2003 to 2008 she worked at the Nielsen market research agency. Helena Klarić graduated from the Faculty of Electrical Engineering and Computer Science and holds a postgraduate degree in management (DSM).

Bojan Radlović is the new President of the Management Board at MultiPlusCard. Bojan holds an MBA degree from the London Business School and spent the last 10 years in various leading positions within the global digital ecosystem. He first worked at McKinsey & Company, where he ran several large digital transformation projects in various industries and then at Red Ventures, the largest American digital media company, where he was responsible for establishing and growing the business in Europe. Having spent 18 years abroad, he joined Fortenova Group on 1st September 2022 in the position of Group Director of Digital Transformation and will, along with his new position at MultiPlusCard, also keep managing the digital transformation at Group level.

2022 Certificate Employer Partner for as many as 13 Fortenova Group companies Career

18.05.2023.

Tomislav Kramarić new President of the Management Board of Mercator Companies

19.04.2023.

By decision of Fortenova Group’s Board of Directors Tomislav Kramarić, Member of the Management Board of Mercator, has assumed the position of President of the Board of Mercator d.o.o. Ljubljana effective today, replacing in that position Tomislav Čizmić, who leaves the company by mutual agreement.

Having managed Mercator’s retail operations since December last year as Member of the Management Board, Tomislav Kramarić has now assumed responsibility for the entire company and its full transformation towards a cost-effective and profitable part of Fortenova Group’s regional retail business. This is particularly important with regard to the market circumstances and dynamic changes and challenges faced by retail companies on all markets due to inflation and other instabilities. Given the results that he achieved in running Konzum’s retail operations, particularly during the operational consolidation period over the course of the Extraordinary Administration as well as through the challenges of the pandemic and global crisis, the Board of Directors considers Kramarić to be the best choice when it comes to managing the entire transformation process at Mercator.

“It has been a full two years since the transfer of Mercator to Fortenova Group’s ownership. In the meantime we have realized a number of activities focused on consolidation and taking over the 100 percent ownership, as well as the additional stabilization of the company’s operations. Tomislav Čizmić headed Mercator in the most sensitive period for the company and made a great contribution to stabilizing its operations as well as running and closing the process of Mercator’s transitioning to Fortenova Group and we sincerely thank him for that. We are currently in the process of integrating all parts of our retail business into a compact network and given the dynamics in the environment, we continuously keep looking for models to improve our regional operations in order for them to be to the benefit of all stakeholders, on all markets. Part of this are also changes related to key responsibilities within the system. Hence this change is also part of those activities that will, we are sure, lead to strengthening our market positions and to competitiveness in the long term for Mercator, and consequently for the entire retail business, too” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, on the occasion of introducing the change at the helm of Mercator.

Until joining the Management Board of Mercator in December 2022, Tomislav Kramarić built his career at Konzum over the course of fourteen years, having held a number of managerial positions. Among other things, he spent five years as Director of Retail, to assume responsibility for the retail business as Member of the Management Board of Konzum in 2020. He graduated from the Zagreb Faculty of Economics and completed MBA studies at the IEDC Bled School of Management.

Together against food waste Social Responsibility

22.03.2023.

Fortenova Group, Konzum, Zvijezda and PIK Vrbovec are among 33 signatories that have today signed the voluntary agreement on preventing and reducing food waste “Together Against Food Waste” with the Ministry of Agriculture.

The Agreement is intended to drive the food sector’s social responsibility, as well as collaboration, exchange of experience and defining of common goals and activities of the stakeholders involved, with the ultimate goal of preventing and reducing the generation of food waste in Croatia by 30 percent by the year 2028.

The Agreement is part of the Food Waste Prevention and Reduction Plan in the Republic of Croatia for the period between 2023 and 2028, as well as the reform measure “Food Donation System Improvement” from the National Recovery and Resilience Plan and is signed for a period of five years. Pursuant thereto, a working group will be established that will prepare a Common Annual Report, where the involved signatories are obligated to submit progress reports.

On behalf of Fortenova Group and its companies the Agreement was signed by Marina Burazer, Director of Marketing at Fortenova grupa d.d., Uroš Kalinić, Member of the Management Board of Konzum, Tomislav Alagušić, President of the Management Board of Zvijezda and Slaven Ružić, President of the Management Board of PIK Vrbovec.

“Fortenova Group, with its companies engaging in agriculture, production and retail of food, is aware of the importance of preventing and reducing the generation of food waste. We have signed the Agreement in order to contribute to the reduction of food waste as well as to influence the raising of public awareness of this topic by way of concrete and measurable contributions. Each one of us, both personally and at company level, can contribute to a solution and I am pleased to say that our companies have since many years been systematically working in that direction – from efficient stock management, raising public awareness and promotional activities for customers to food donations. Konzum, for example, has for five consecutive years been holding the title of The Best Donor, having donated more than 1 300 tonnes of food. Such initiatives are good for the entire planet, as well as for individual states, companies and consumers – all in all, they are in the common interest of all of us and deserve to be approached with due care” – Marina Burazer stated on this occasion.

Dutch court denies all claims made by SBK Art: All decisions of the Fortenova Group assembly are confirmed Fortenova group

13.01.2023.

Management

The former Executive Directors shall continue to head their respective areas of responsibility in the position as directors of Fortenova Group and Hido Lajtman is a proxy holder

Successfully recertified were Konzum, Pik Vrbovec, Jamnica, mStart and Fortenova grupa d.d., while Mercator-Serbia, Mg Mivela, Roto dinamic, Zvijezda, Dijamant, Belje, Pik Vinkovci and Vupik were certified for the first time

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