The Public Agency of the Republic of Slovenia for the Protection of Competition (Javna agencija Republike Slovenije za varstvo konkurence (AVK)) passed a decision on December 16th, 2019 whereby it has temporarily seized the shares of Mercator d.d. from Agrokor d.d. Unprecedented in the working practice of this Slovenian regulatory agency to date, this decision amounts to an expropriation of the private property of Agrokor d.d. by way of an interim seizure of Mercator shares, without any underlying court decision and with no valid legal justification.
The seizure is based on a disproportionate, non-final penalty in the amount of EUR 53.9 million, as well unprecedented in the practice of this regulator. This penalty, imposed by AVK in September 2019 in relation to a concentration case, has been appealed by Agrokor. The non-final penalty is clearly disproportionate since the company in question, Costella d.o.o., generates only slightly more than EUR 1 million in revenue yearly. This company was acquired by Ivica Todorić, ie. Agrokor AG from Switzerland, back in 2016.
The seizure of Mercator shares is in itself also largely disproportionate, since the shares in question have an appraised value of in excess of EUR 140 million, and the appealable penalty – that is being contested – is in the amount of EUR 53.9 million.
Moreover, according to AVK’s explanation, the interim measure of seizure of Mercator d.d. shares was passed pursuant to the Misdemeanor Act, in particular the provisions of that Act which in their essence apply to traffic offences or similar offences, which are discovered in flagranti, committed by foreign nationals – natural persons in the Republic of Slovenia.
Therefore, Agrokor considers this act of seizure of shares as a gross, intentional misapplication and misuse of law, committed by a state regulatory body that is supposed to enforce the national laws and whose head officers are appointed by the Parliament of Slovenia as the supreme legislative body of the country.
By way of background, the Misdemeanor Act which has been applied in this case to seize shares, essentially provides for the possibility of interim seizure of the driver’s license or car from a foreign national who was for example driving too fast, for as long as the fine is not paid, as there is a reasonable likelihood that the accused may escape, which would result in possible non-payment of the fine. The core pre-conditions that must be satisfied under the Act in order for a temporary seizure to be imposed, are that the infringer would either escape abroad or seek to hide himself. However, it goes without saying that neither of these pre-conditions can be fulfilled with respect to a validly existing foreign legal entity (given that such an entity can neither “run away” nor can it “hide itself”). In addition, the purpose of the law is to provide immediate protection. The written resolution has to be served on the infringer within 3 hours and the courts should decide on the appeal within 48 hours, whereas in the case at hand AVK waited for two months to seek temporary seizure, which in addition casts doubt on AVK’s intentions.
Although AVK has in its practice to date never seized any property from anyone as a means of security for a payment, let alone pursuant to the Misdemeanor Act, which has been in force since 2006, in the current case, by inadequately applying that law, it has now seized Agrokor d.d.’s 69.57 per cent share in Mercator d.d., allegedly as a means of security for paying the non-final penalty in the amount of EUR 53.9 million, against which Agrokor has sought court protection based on firm arguments.
By way of reminder, due to not having reported the concentration of the companies Agrokor AG and Ardeya Global Ltd., AVK passed a decision on September 24th, 2019 imposing a fine in the amount of EUR 53.9 million on Agrokor as legal person and EUR 5.000 for the accountable (natural) person. According to AVK’s explanation, by that concentration Agrokor acquired a 100 per cent share in the company that owns the Slovenian company Costella d.o.o. and was, pursuant to the Slovenian Competition Act, allegedly obliged to report the concentration within 30 days of signing of the takeover agreement. As such a report was not filed, on April 9th, 2019 AVK instituted proceedings to assess the concentration ex officio.
Agrokor has both publicly and directly explained that it considers this decision of the AVK to be completely unsubstantiated, since all decisions related to the above described acquisition were made and executed solely by Ivica Todorić alone, without the knowledge or participation of any other member of the then Management Board of Agrokor d.d. and thus the acquisition had nothing to do with Agrokor d.d., but with Agrokor AG from Switzerland, which has not been under control of Agrokor d.d., but was initially run solely by Mr. Todorić and since 2017 by an administrator/commissioner appointed by the Swiss court, who in October 2019 sent the concentration form to AVK on behalf of Agrokor AG.
Furthermore, the decision of AVK imposing the EUR 53.9 million fine is not final, as Agrokor filed a request for court protection against it, which was submitted to AVK on November 8th, 2019. But AVK has unexplainably not yet forwarded this request for court protection, filed by Agrokor, to the competent County Court of Ljubljana in order to allow the court to decide on the request for court protection and has instead by its own decision, without participation of the court, on December 16th, 2019 initiated the temporary seizure of Mercator d.d. shares owned by Agrokor d.d.
To put the disproportionality of the AVK ruling imposing a fine on Agrokor in the amount of EUR 53.9 million, as well as of the seizure of Mercator shares as alleged security for the collection of that fine into context, it is important to note that Costella d.o.o. is a company that globally generates only slightly more than EUR 1 million of revenue per year. This fact clearly indicates how disproportionate the magnitude of the fine imposed by the AVK is, let alone the seizure of Agrokor’s Mercator shares. It is also worthwhile mentioning that back in 2006, when the Misdemeanor Act was undergoing the Slovenian Parliamentary procedure, the Parliaments’ legislative and legal body expressly warned about the possibility that in some instances seizures under the law might be significantly disproportionate.
As regards the magnitude of the fine, by way of comparison, the European Commission fined Canon EUR 28 million for not having reported a concentration by which it acquired control of Toshiba Medical Systems and has previously in similar circumstances fined Electrabel EUR 20 million with respect to its acquisition of Compagnie Nationale du Rhône, where the acquired company had generated at least EUR 25 million in not less than three countries, otherwise the European Commission would not have been involved in the first place.
Historically, the AVK has never imposed a fine of more than several hundred thousand euros. In fact, its previous highest fine ever in the context of acquisitions and takeovers amounted to around EUR 150.000 (belated concentration report), while the fine for Pop TV in the amount of EUR 4.9 million was later declared null and void by the court in the judicial part of the misdemeanor procedure.
The above arguments, individually and collectively, clearly indicate that AVK’s ruling on the fine is unsubstantiated and the Extraordinary Administrator of Agrokor has to express serious concerns that the ruling has only been passed to serve as a means to expropriate Mercator shares.
The seizure of Agrokor’s Mercator shares was executed without any court decision, pursuant to a law that as a rule applies mostly to traffic offences. Such actions, irrespective of the final outcome, render Slovenia exceptionally insecure for foreign investors and call into question Slovenia’s commitment to compliance with Article 63 of the Treaty on the Functioning of the European Union, which ensures that the fundamental principle of European Union of the free movement of capital between EU Member States is respected, and certain provisions contained in the European Convention on Human Rights, including the protection of private property.
We have today informed the Embassies of all EU member states in Slovenia, as well as the US and Russian Embassies, given the origin of the key investors in Agrokor, of the aforesaid facts. The Extraordinary Administrator of Agrokor shall continue to protect the company’s property with all available legal means.
The minority owner of the Fortenova Group, Russia’s Sberbank and the European investment fund based in Hungary, Indotek, have signed an agreement with the intention of sale and purchace of the largest single stake in the Fortenova Group. To conclude the transaction, it is necessary to obtain regulatory approvals in several markets.
On the occasion of the signing of the SPA and the announcend change in ownership, Fabris Peruško, CEO and Member of the Board of Directors of Fortenova Group said: „We welcome the entry of Indotek, which we recognize as a long-term strategic partner, into the co-owenrship of the Fortenova Group and we hope and expect that in the next few months all the approvals required to complete the sale and purchase of shares will be obtained. Regardless of a possible change in co-ownership, the Fortenova Group continues with regular business operations. Our operating companies are successfully managing market disruptions caused by rising operating costs and disruptions in some supply chains, that our many customers do not feel, and we are fully focused on preparing for this year’s tourist season from which we have significant expectations. ”
On Friday, 1st April 2022 Fortenova Group acquired all remaining shares of Mercator and became 100% owner of Mercator. With the transfer of 621,251 shares to Fortenova Group the process of squeezing out minority shareholders from the ownership of Mercator has been completed, and Fortenova Group has become the sole shareholder of Mercator.
“With this last transaction we have completed the acquisition process that started back in 2014, and the fact that this last step was taken on the third anniversary of Fortenova Group’s operations has a particularly symbolic meaning for us. It was a long-lasting and challenging process, with lots of intermediate legal and financial steps that were all leading to one and the same goal – forming the leading regional grocery retail chain.
Over the last year since the formal transfer of Mercator to Fortenova Group’s ownership we have concluded the squeeze-out procedure, but more importantly, we have started to unleash the full potential of our business model in retail by achieving significant operating synergies that we are reinvesting back into the Group” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors on the occasion of acquiring the 100 percent ownership share in Mercator.
He also pointed out that Mercator is the leading grocery retailer in Slovenia, with significant shares in Serbia and Montenegro, and Konzum is the leading grocery retail chain in Croatia whilst both Konzum and Mercator have a significant combined share in Bosnia and Herzegovina. “The synergies available to Konzum and Mercator by working together as part of the region’s largest retail group are numerous, which provides leverage for further strengthening our leading positions on the markets” – he said.
„The payment to minorities of EUR 22.4 mn was made using Fortenova’s own internal cash and demonstrates the increasing financial and operating strength of the Fortenova Group. The Group has made great progress over the last few years, this latest transaction completes another step in our plans and gives us further opportunity to invest and grow”, said James Pearson, Fortenova Group’s CFO, commenting on the transaction.
Fortenova grupa d.d. and its operating companies Jamnica, Konzum, PIK Vrbovec and mStart have received the Employer Partner Certificate (Certifikat Poslodavac Partner – CPP), awarded by Selectio group. With this Certificate the experts of SELECTIO Group have since more than 15 years been comparing local HR practices with global trends, thus improving the standards in human resources management and promoting practices that set a model of excellence in HR.
In the HR analysis carried out at all levels of the organisation, Fortenova Group and its operating companies have scored excellent results, and the certificate has acknowledged the highest management quality in five key areas of human resources – Strategy, Recruiting and Selection, Performance Management, Training and Development and Relation to Employees.
“As many as five Croatian Fortenova Group members – Fortenova grupa, Jamnica, Konzum, mStart and PIK Vrbovec – have met all the criteria of the Employer Partner Certificate and constitute a true example of successful HR management that has continuously developed in all areas. The companies have conducted various internal compliance, climate and satisfaction surveys, and hence the Feedback 360 analysis has confirmed that the managers comply with organisational values and key competencies. Recruitment and selection activities are at premium level, while onboarding processes have stood out in terms of innovative practices and approach. Internal communication at all levels of the organisation is commendable and makes sure that the teams are well informed and it is interesting to note that some practices are a role model of excellence even at global level” – said Martina Kessler, Head of Organizational Development Solutions from SELECTIO Group.
„It is not without reason that our human resources strategy is a strong support to all important processes at Fortenova Group. Whatever we do internally is also reflected on our environment and given that Fortenova Group employs around 50000 people across the region, we largely also determine the way in which the region functions. This also implies the reverberation of our employee relationship in the entire Group, which is based on building a desirable and encouraging work environment where our colleagues will be content and motivated. With this approach we as a company spread the sense of security and optimism and actually indirectly contribute to bringing the negative demographic and migration trends that we have been faced with to a halt” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, at the Employer Partner Certificate awarding ceremony.
Quality HR management is reflected in the partnership relations between the employer and the employee and has over the last years constituted a crucial competitive advantage of contemporary organisations. In 2020 Fortenova Group had received the Excellence in Challenges acknowledgement, thus having proved its top-notch management of the changes caused by the COVID-19 pandemic, and with the successful completion of the certification process Fortenova grupa d.d. and its operating subsidiaries have joined the company of more than 100 corporations in Croatia that use the Employer Partner Certificate methodology to measure their success in managing human resources and to develop and improve HR practices.
“Since the very beginning of its operations Fortenova Group has been focused on its employees, on creating a quality work environment as well as on improving the rewarding system. This has all contributed to the excellent results achieved in this certification, and the fact that the certificate has been awarded to as many as five of our companies has affirmed the excellence that we strive for as a Group. The Certificate also imposes a responsibility to additionally improve the high level of partnership achieved with our employees in the forthcoming period” – said Gordana Fabris, Director of Human Resources at Fortenova Group.
In reply to the questions about the possible impact that the situation with Sberbank Europe, which has along with its branch offices got under the management of the European Central Bank or the central banks of the countries in which it operates, may have on the operations of Fortenova Group as well as the ownership share of Sberbank at Fortenova Group, from Fortenova Group we would herewith once again like to set straight (https://fortenova.hr/en/news/the-divestment-of-sberbank-in-the-region-does-not-affect-the-ownership-of-sberbank-russia-in-fortenova-group/) that the shares in the company are held by Sberbank Russia and hence any developments regarding Sberbank Europe shall have no impact whatsoever on the operations of Fortenova Group. With regards to the impact of the ownership in general on the company’s operations, as already pointed out several times in the context of the sanctions over the last few days, the ownership of Fortenova Group does not affect the company’s day-to-day operations. Fortenova Group’s capital structure and liquidity are stable, its financing is headed by the US investment company HPS Investment Partners, and the operating business is run through the respective domestic, local banks on the markets where Fortenova Group operates.
Fortenova grupa d.d. has received the acknowledgement “Family Friendly Employer”, awarded for the fourth year in a row by the Central Government Office for Demographics and Youth to companies with best quality solutions in achieving a friendly atmosphere towards employees and their families, particularly taking into account the adjustment of the employers to employees’ families over the period of the COVID-19 pandemic.
Since 2018, when it was awarded for the first time, this acknowledgement has established itself as an important public commendation to those employers whose relation to their employees stands witness to their socially responsible approach and also shows a diversity of solutions for creating a friendly and encouraging environment for employees and their families.
“At the company we have focused on our employees with children, by providing parents with certain benefits in those moments of life that are important to them. At the same time we are focused on the idea of projecting optimism, as we believe that the optimism that we build within our company also affects the broader society. Viewed in the context of the declining population, we think that what is missing in our society is optimism. It is important for us to support family life as well as optimism, because we believe that it is possible to create personal wealth, values and business success in our region and that people can feel good here” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer, on the occasion of the award presentation.
Gordana Fabris, Fortenova Group’s Director of Human Resources, noted that the wide array of benefits at Fortenova Group ranged from employee health care by way of covering additional health insurance costs, thru a number of measures supporting parenthood – flexible working hours and four-hour workdays for parents of children with special needs, the possibility of gradual return to work following maternity or parental leave, use of days off for the child’s first day at school or kindergarten – up to subsidized sporting activities for its employees.
“Fortenova Group’s commitment to building a community that places the focus on family values has been recognized by the Central Government Office for Demographics and Youth, which has awarded us the acknowledgement “Family Friendly Employer” for the year 2021. We are exceptionally proud of this valuable recognition, which is also an encouragement to keep focusing on the welfare of our employees even more” – Gordana Fabris said.
With regards to the question of a possible impact of the present and any potential new sanctions that Europe has announced in relation to Russia, Fortenova Group does not expect them to have a negative impact on its operations. The banks in Russian ownership do not have majority management and ownership rights in Fortenova Group, those are below 50 percent, and the second largest shareholder of the company are local Croatian owners. Also, Fortenova Group has a stable capital structure with the financing headed by HPS Investment Partners, a US investment company, hence the sanctions are not expected to affect the financing of Fortenova Group, either.
Fortenova Group and the Agram Group have signed a contract for the sale / purchase of the property owned by Fortenova Group in the Cibona Business Tower in Zagreb. The property in question comprises office premises on 16 floors of the Tower as well as garage areas amounting to 6700 square meters overall. In accordance with the contract the sale-pruchase price is not being disclosed.
The Cibona Business Tower is one of Zagreb’s most representative office buildings. It is located in the center of the city, at a prestigious and easily accessible location, and since it was built as part of the sports hall complex for the purpose of the 1987 Universiade it has become one of the city’s most recognizable landmarks.
“After having largely completed the processes of divesting our non-core companies, the focus has been shifted to the sale of non core real estate. We are happy to have found, within a very short time, a partner who will, I am sure, provide the required investment into this well known building ” – said James Pearson, Fortenova Group’s Chief Financial Officer.
“The Cibona Tower is an iconic building of the City of Zagreb and a great fit in the real estate portfolio of the Agram Group. Having recognized this investment opportunity we continue to invest in the local economy, and this acquisition coincides with the 30th anniversary of the Agram Group’s successful operations” said Ivana Bratanić, M.Sc., Vice President of Agram Group.
Tihomir Adam, former Director for Investment Monitoring at Fortenova Group, is the new President of the Management Board of Belje.
In that position he will replace Andrej Dean, who has decided to continue his career outside of Fortenova Group. This is also an opportunity to thank him for his contribution in managing the Agriculture Division and the company Belje and wish him a lot of professional and personal success going forward.
Tihomir Adam has been working within the system since 2007, when he had assumed position as Direcor of Investments at Agrokor, which he held until 2014. He then joined Zvijezda in the position as Member of the Management Board in charge of production, to become President of the Board in 2017 and lead the company until February 2021. During the period of significant changes in the system, under his leadership Zvijezda generated excellent results and with the optimization of costs and the improvement of the company’s financial resilience, a high level of innovation has been retained in the Zvijezda portfolio. Adam joined the Fortenova Group team in the position as Group Director for Investment Monitoring on 1st February 2021.
Until further notice, responsibility for the Agriculture Division will be assumed by Fabris Peruško, Fortenova Group’s Member of the Board of Directors and Chief Executive Officer.
Fortenova Group has today in collaboration with the Croatian Business Council for Sustainable Development signed the Diversity Charter for all segments of its operations and its operating companies in Croatia and across the region. The Charter was signed by Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, and Mirjana Matešić, Ph.D., Director or the Croatian Business Council for Sustainable Development. The signing follows after Fortenova Group recently formally joined HR PSOR and UN Global Compact, the world’s largest sustainable development and corporate sustainability initiative.
With today’s adoption of the Diversity Charter Fortenova Group has undertaken to publicly support and develop diversity in all of its work environments, operating companies and the business environment in general.
“It is important to note that today’s signing of the Diversity Charter is a logical upgrade on our commitment to sustainable development. I am particularly proud of the speed at which Fortenova Group has within very short time made key strides in accepting sustainable operations and its values; from our Code of Ethics and accession to HR PSOR and UN Global Compact, until today when we have signed the Diversity Charter. Sustainability and diversity are Fortenova Group’s fundamental values and a constituent part of our corporate culture” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors on the occasion of signing the Diversity Charter.
Mirjana Matešić, Ph.D., Director of the Croatian Business Council for Sustainable Development, stated on that occasion: “We are pleased that by signing the Diversity Charter Fortenova Group has publicly, on behalf of all its employees, accepted the responsibility to apply diversity and equal opportunities at the workplace in all of its companies. Diversity is one of the main tools for achieving innovativeness and creativity, required more than ever in order to realize our transformation towards sustainability”.
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.
On 7th December 2021 at the Jana production facility in Gorica Svetojanska Fortenova Group announced its key capital investments for the forthcoming period worth EUR 130 million and once again reminded of the major investments realized over the course of 2021 that amounted to EUR 125 million in total.
At the same time, the company presented the most important highlights of its operations in the period I-IX/2021, according to which Fortenova Group’s total consolidated revenue exceeded that in the same period of 2020 by 54 per cent and amounted to HRK 22 billion, while adjusted consolidated EBITDA grew by 29 per cent and amounted to HRK 1.7 billion. Additional growth was recorded in profits as well, and hence the first nine months of the year saw net profits in the amount of HRK 1.3 billion or an improvement of HRK 1,855 million against the loss generated in I-IX/2020. At the end of September the Group had HRK 2.5 billion of cash and cash equivalents on its accounts, and due to the significant decrease in debt resulting from the divestment of the Frozen Food segment, the leverage ratio went down to 4.2 times.
Fortenova Group’s major capital investments in the FMCG segment are the new, cutting-edge technology aseptic line for bottling refreshing soft drinks at Jana worth EUR 11.5 million, the installation whereof is in its final stage, the extraction plant at Dijamant with a capacity of 1,200 tonnes per day and the new slaughterhouse at PIK Vrbovec.
The new plant at Dijamant is worth EUR 29.3 million and is the largest individual investment at Fortenova Group, while the investment in the new slaughterhouse at PIK Vrbovec is at the level of EUR 8.2 million. At both companies preparations are in the final stage and the realization of the projects is about to begin. Also during 2021, Fortenova Group realized a scale-up of the ketchup production plant at Zvijezda to 10,000 tonnes, as well as the acquisition of the Osijek-based dairy and the launch of a new milk and dairy product line under the brand “Kravica Kraljica”, while the Food segment also saw the launch of Fortenova Group’s two key innovations on the market – the Planet of Plants line of plant-based products without ingredients of animal origin and the PIK&GO meat snacks line.
When it comes to investments in Fortenova Group’s retail business, along with Konzum’s acquisition of the Istria-based retailer Miracolo, which increased Konzum’s presence in the region with 15 new stores, a total of 45 new points of sale were opened in 2021, and a number of digitalization projects were realized, the most recent one being the introduction of payment in cryptocurrencies where Konzum is the first consumer goods retailer in Croatia to provide that possibility.
“Over a period of two years Fortenova invests a total of more than EUR 255 million in the economies of the region. It was the increase of investment power that was one of the most important objectives of a number of activities that we have completed over the last two and a half years. We have brought the company to an acceptable level of leverage and enabled it to invest in the development of its core businesses, while also generating excellent operational results. With the planned additional deleveraging we expect our investment potential to grow to a level of up to EUR 200 million, where we already have an elaborate and innovative business plan in place that includes, for example, the opening of more than 200 new or refurbished retail stores across the region, new distribution centres – the largest being the new Mercator Distribution and Logistics Center in Ljubljana, a new e-commerce platform as well as the launches of a number of new and innovative food products” – said Fabris Peruško, Member of the Board of Directors and Chief Executive Officer of Fortenova Group.
“Our strong investment projects in the Food & Beverage segment, amounting to more than 50 million euros, are intended to further strengthen the leading market positions of our brands, while at the same time extend Fortenova Group’s product portfolio in order to respond to new trends and emerging consumer preferences. These investments also demonstrate in a tangible manner the new orientation of our company towards more sustainable and efficient operations. Last but certainly not least, the increase in production capacities constitutes the basis for expanding our regional presence by entering new markets and categories, which shall fundamentally improve the competitive edge of all our companies” – said Sotiris Yannopoulos, Fortenova Group’s Executive Director for Food & Beverages.
Following the information published today about the divestment of the branch offices of Sberbank Europe AG in Croatia, Bosnia and Herzegovina, Slovenia, Serbia and Hungary to the companies AIK Banka a.d. Beograd, Gorenjska banka d.d., Kranj and Agri Europe Cyprus Limited, in reply to the queries received at Fortenova grupa d.d. we would like to announce that the aforementioned disposal has no impact whatsoever on the ownership of Sberbank Russia in Fortenova Group. Sberbank Russia remains Fortenova Group’s largest individual shareholder.