Fortenova Group Shareholders Invited to Vote on Bond Refinancing Fortenova group

25.10.2024.

Fortenova Group under attempted social engineering/phishing campaign Fortenova group

15.10.2024.

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.

Fortenova Group Completes Ownership Structure Transformation, Removing Sanctioned Equity holders Fortenova group

09.07.2024.

Fortenova grupa d.d., the largest employer in the region with over 45,000 employees and including well-known South East European companies such as Konzum, Mercator, Zvijezda, Dijamant, Jamnica, and PIK Vrbovec, has announced that its Dutch top holding company, Fortenova Group TopCo B.V., has successfully completed the transformation of its ownership structure. This was achieved by closing the pending sale of Fortenova Group MidCo B.V. (which holds Fortenova grupa d.d. and all Fortenova grupa operating companies) to Iter BidCo B.V., comprised of non-sanctioned equity holders of TopCo.

Consequently, as of today, Fortenova grupa no longer has any sanctioned or Russian or Belarusian equity holders. Upon completion and following a subscription process in which all non-sanctioned and non-Russian or Belarusian persons were entitled to participate in Iter BidCo B.V. on the same terms as Open Pass, Open Pass has become the majority equity holder with a 93.78% stake in Iter BidCo B.V. Over 80 minority equity holders have decided to participate in the new ownership structure and together hold a 6.22% stake.

As Open Pass has now exceeded the relevant 85% threshold, it is, in principle, obligated to make a mandatory offer for all DRs not held by it at a price equal to the subscription price in Iter BidCo B.V. This allows minority equity holders, who initially decided to remain with the Fortenova grupa under the new ownership structure, the opportunity to sell their equity if they so choose.

Transaction Details

The transaction, entered into in November 2023, aims to prevent further financing and operational difficulties and to avoid significantly increased financing and compliance costs stemming from the presence of sanctioned equity holders in Fortenova Group. (https://fortenova.hr/en/news/fortenova-group-soon-without-sanctioned-shareholders-in-ownership-structure/). The agreement between Fortenova Group TopCo and Open Pass, the largest non-sanctioned Fortenova Group depositary receipt holder in Fortenova STAK, involved the sale and transfer of 100 percent of TopCo’s equity in MidCo for a total consideration of up to €660 million.

Out of this total consideration, €500 million was unconditional and has been settled with the completion of the transaction. The remaining up to €160 million is conditional upon Fortenova Group achieving certain financial goals, primarily sustainable refinancing in 2024 under improved conditions, and attaining specific net debt-to-EBITDA ratio targets. Additionally, there are provisions for potential additional payments to current equity holders if a significant disposal or listing of the company’s assets occurs within the next three years.

By way of reminder, in September 2023 Fortenova Group signed a bond issuance agreement in the amount of €1.2 billion, whereby the company’s senior debt was refinanced for the short-term period until late November 2024 and the current creditors – funds headed by the US-based HPS Investment Partners, will continue to have a pledge on the equity and all material assets of the newly transferred Group.

Payment Details

On July 9, 2024, with all applicable approvals and conditions precedent satisfied or waived, the total purchase price was settled in full by eligible Fortenova Group equity holders who decided to transfer their stakes to the new ownership structure, and the shares in Fortenova Group MidCo B.V. have been transferred to Iter BidCo B.V.. The total purchase price of €500 million includes €86 million allocated to fully repay the so-called ‘border debt’ to the former Agrokor suppliers, ensuring their financial claims are now settled in full. Additionally, €33.5 million will remain with Fortenova Group TopCo to fund its contingent liability and its operational costs until its liquidation, which is expected in three to four years. These funds, which would otherwise largely be available for distribution to equity holders, are amongst others being retained to cover expenses arising from numerous litigation efforts of TopCo’s sanctioned DR holder SBK Art, and its purported owner and his advisor, and the refusal of Sberbank to finalize required formalities to effectuate the long since agreed waiver of its rights under the loan note issued to it by TopCo. A majority of this retained amount of €33.5 million would become available for distribution if proper actions are timely taken by SBK Art and Sberbank.

Of the €500 million received at closing, total sales proceeds of €380.5 million will be distributed to equity holders, whereas €154.9 million represents the transfer of equity to the new ownership structure, and €225.5 million will be distributed in cash to the equity holders that will not remain in the new ownership structure. Of this, the largest portion, an amount of €165 million, consisting of €159 million that goes to SBK Art and €6 million for Sberbank’s escrowed depositary receipts, will be held for Sberbank and its affiliate in a special escrow account that they will be given access to once the sanctions regulations of the European Union, the US, and the UK permit it.

Future Focus

On this occasion, Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors said: “Fortenova Group expresses its gratitude to all stakeholders who have shown patience and support throughout this complex transaction. The completion marks a new chapter for the Group, promising a more stable and prosperous future. With the removal of sanctioned equity holders, Fortenova Group will now direct its efforts toward refinancing its €1.2 billion debt and improving operational efficiencies. The Group is poised to enhance its daily operations, unburdened by the complexities associated with the previous sanctioned equity holders.”

Fortenova Group Wins the “Hrvoje Požar” Award for Rational Energy Use Fortenova group

05.07.2024.

Fortenova Group is the winner of the annual “Hrvoje Požar” award in the category of “realised rational-energy-use project”, which has been awarded for the 29^th time by the “Hrvoje Požar” Foundation of the Croatian Energy Society.

Achieving energy efficiency is one of the priorities of Fortenova Group: something we have been working on intensively since 2022, when we started establishing the process of determining all sources of emissions in both our own business process and its entire supply chain.

After a thorough calculation of the carbon footprint from all established sources – in cooperation with the Hrvoje Požar Institute – studies were made on carbon-footprint reduction for 40 of our companies, across five markets, engaged in various activities including retail and wholesale, food and beverage production, agriculture and IT services. The base year for the studies was 2022. A study was performed for each company, providing the basis for the assignment of measures to reduce their carbon footprints. The implementation of all the measures is planned for the period from 2025 to 2030. During that time, we will monitor the progress of the implementation; additional measures will be proposed if necessary.

A number of projects with the aim of increasing the share of renewable energy sources in total consumption had already been launched by 2023, e.g. defining summer and winter temperatures in stores, reducing lighting outside working hours to a safety minimum, installing LED lighting and closing refrigerated display cases in stores, installing larger capacity compressors and economisers on boilers in individual companies, as well as the modernisation of vehicles. These projects marked the beginning of the implementation of the above-mentioned plans on reducing our carbon footprint at the group level. They also enabled savings of 5% in total energy consumption.

The prestigious recognition from experts and scientists in the energy industry was accepted on behalf of Fortenova Group by Fabris Peruško, Chief Executive Officer and a member of the Board of Directors:

“I am extremely glad that the industry has recognised the work that Fortenova Group puts into achieving energy efficiency and contributing to reducing the carbon footprint of our own production process in Croatia and in the region.

I accept this award with a sense of pride for the achievements of Fortenova Group in this important area of business, and especially for the dedicated work of colleagues from our operative companies, whose commitment is the reason I am here today.

Energy savings are becoming essential for business sustainability, increasing efficiency and protecting the environment. Since we are highly conscious of our own role in supporting the green transition in Southeast Europe, we are going to continue to systematically implement strategies aimed at reducing energy consumption in all business areas of Fortenova Group,” said Peruško.

Fortenova Group and its 22 companies receive Best Places to Work certificate Fortenova group

24.05.2024.

Following a successfully completed evaluation process, Fortenova Group received the Best Places to Work certificate for 22 of its companies, an international certification witnessing that our organizations have recognized the importance of a positive experience at the workplace and above all, that they appreciate their employees.

Fortenova Group thus ranks among the world’s leading companies that have consistently generated good long-term operational results through the high engagement of their employees, participative leadership and focus on people.

Along with the fact that the recognition of the Group as the Best Place to Work confirms the importance of each employee’s contribution and develops and strengthens employer branding, the Best Place to Work certificate sets Fortenova Group and its companies apart from others on the labour market and enables us to attract new high-quality employees, particularly young people who recognize the importance of independent certifications and the strong focus of companies in building a desirable place for work.

“Within very short time we have received the second independent verification that our dedication to permanent improvements of working conditions and employee satisfaction in general have borne results. Even more importantly, through this certification process, this has been verified by employees from different companies and different markets where the Group operates. And if our colleagues across the Group, regardless of whether they work in the stores, in production, logistics or administration, have recognized our strides in improving the quality of the work environment, this is a great motivation for all of us to continue to pursue the development activities in that area”, said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.

Gordana Fabris, Fortenova Group’s Executive Director of Human Resources, highlighted the pride in Fortenova Group having received the Best Places to Work certificate and with it the confirmation of the international community that our focus on employees has been recognized and borne results. “We are particularly proud of the fact that 22 of our companies from five different countries took part in the certification process, with over 2200 employees having participated in the poll, and the results have shown that we are among the best employers in the region. Thank you to all of you for taking part in the certification process, because this way we make Fortenova Group an even stronger and better company” – she said on the occasion of receiving the certificate.