Arhiva Management - Fortenova Grupa

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.

Fortenova Group’s Assembly: Owners support all proposed decisions by vast majority of present shareholders Fortenova group

12.01.2023.

At the meeting of depositary receipt holders of Fortenova Group STAK Stichting, the ultimate owner of Fortenova grupa d.d., held today in Amsterdam, all proposed decisions were supported and adopted by the majority of more than 77 percent of present votes.

At two previous shareholders’ meetings where the same decisions were proposed, which were held on 18^th August and 30^th August 2022, the majority required to adopt the decisions was not present because the sanctioned shareholder SBK Art, under control of Sberbank of Russia, which holds 42,5 percent of voting rights, was not able to participate in the voting due to the sanctions. Pursuant to the STAK Articles of Association, the Assembly held today was the third in a row with the same agenda and the adoption of the decisions required the support of 75 percent of all present shareholders.

Thus the shareholders of Fortenova Group with voting rights adopted a number of decisions that will, to the benefit of the company and all non-sanctioned shareholders, facilitate the decision-making at future Assembly meetings, enable the further consolidation of Fortenova Group’s structure and operations and provide for the timely adoption of key business decisions. Thanks to the decisions of the Assembly it will now be possible to make new acquisitions or mergers or dispose of assets up to the maximum amount of EUR 500 million in 2023, subject to the prior decision of Fortenova Group’s Board of Directors, while they have also created the prerequisites for the refinancing of Fortenova Group’s existing debt and addressing various financial liabilities, also subject to the Board of Directors’ prior approval.

Besides the aforementioned decisions, today the shareholders with slightly more than 77 percent of votes cast by all present shareholders also voted in favour of extending the term of the members of Fortenova Group’s Board of Directors for another six years and appointed Fabris Peruško, Pavo Vujnovac, Damir Spudić, Maksim Poletaev and Vsevolod Rozanov for the next six-year period, providing with these decisions for the functioning of the BoD in the forthcoming period.

The Assembly was marked by an interest of shareholders that was higher than at previous meetings, as well as by the wide agreement of shareholders on the proposed decisions, as confirmed by the fact that out of the total 594 shareholders only 12 of them, or 2 percent of the total number of shareholders, voted against some of the decisions. The adopted decisions have thus, among other things, facilitated the company’s operations and extended the term of Fortenova Group’s BoD members which was about to expire.

“Fortenova Group’s management, with the support of its owners, remains focused on excellence in operational performance. When it comes to specific projects, priority shall certainly be given to the debt refinancing and further operational expansion, which we will now be able to realize regardless of the sanctioned shareholder without voting rights that will no longer be able to block the company’s normal operations with their inability to vote” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, upon completion of the DR Holders’ Meeting.

Extraordinary Administration Procedure closed, Agrokor erased from Court Registry Management

13.10.2022.

Pursuant to the published final ruling of the Commercial Court of Zagreb, the Extraordinary Administration Procedure in Agrokor has been closed and Agrokor d.d. has been erased from the Court Registry.

With its Ruling dated 19^th July 2022 the Commercial Court of Zagreb has established that with the legally effective amalgamation of 46 non-viable companies to the debtor Agrokor d.d. as transferee the Settlement Plan of Agrokor’s creditors shall be considered implemented and the Extraordinary Administration Procedure over the debtor Agrokor d.d. closed. One of the world’s major restructuring-through-bankruptcy proceedings, recognized as such on an international level, has thus been successfully completed, after having gained legal legitimacy in the European Union, United Kingdom, the USA and Switzerland. During the Extraordinary Administration Procedure the overindebted Agrokor, although in bankruptcy, continued its business with all operations and full employment having been preserved in the process. At that point the system employed over 50,000 people in SE Europe and its failure, due to its impact on thousands of associated companies, would have had severe negative consequences on the economies of Croatia and all countries of the region.

The Extraordinary Administration Procedure in Agrokor had commenced on 10^th April 2017 and comprised a total of 77 Agrokor subsidiaries. The company’s total debt at that point amounted to HRK 56 billion, with a debt to operating profits ratio of around 30 times and only six kunas on its accounts. Within only a year’s time the Extraordinary Commissioner Fabris Peruško and his team normalized the operations and completed negotiations on the creditors’ settlement, and the Settlement Plan was adopted with over 80 percent of the creditors’ votes in July 2018 and declared final and non-appealable in October 2018.

The most important result of the Extraordinary Administration Procedure, besides the accomplished settlement and preserved business operations, was the fact that during the Procedure itself the debts to a total of 2400 micro and small suppliers were settled in full, while other creditors’ recoveries amounted to 60 percent on average. All payments to suppliers and the overall costs of stabilizing the collapsed operations were settled from Agrokor’s operations and assets, without spending any Croatian tax payers’ money. At the same time, the Extraordinary Administration Procedure received international legal protection and with the TMA Award the international financial industry declared it to be one of the world’s best restructuring processes in 2018.

With the cessation of Agrokor’s existence, the authorities and duties of Fabris Peruško in his capacity as Extraordinary Commissioner under Art. 12 of the Act on Extraordinary Administration Proceedings in Companies of Systemic Importance for the Republic of Croatia, i.e. his rights and obligations as the debtor’s administrative body and representation authority shall cease.

“We can rightfully be proud to have completed one of the most important economic processes ever to have taken place in Croatia, with impact on the entire region. It was a challenging and complex process; the scope of work was enormous and the deadlines short. During the very difficult settlement negotiations we had to reconcile the frequently diametrically opposed interests of the different creditors. In our attempts to reach an agreement that would be acceptable to everyone, we had to face tensions, renouncement and compromises. Finally, the high percentage of support provided by the creditors to the Settlement Plan at the hearing and everything that we have done thereafter in transforming the company towards Fortenova Group, bear witness to the fact that we have had the knowledge and the determination required to manage this complex process. The Government of the Republic of Croatia, the financial creditors, suppliers, employees, myself in the capacity as Commissioner and our entire team have exerted exceptional efforts for the Extraordinary Administration Procedure to secure viable operations for a company that had practically been bankrupt. This was the basic assumption for everything that we have done in the period of three and a half years since the incorporation of Fortenova Group, which we have brought to a point where it has five billion euros of revenue, a leverage ratio of less than 4 times and the status of one of the most desirable employers and major investor across the region. I would like to thank everyone who has made a personal constructive contribution to the Extraordinary Administration Procedure, the Government of the Republic of Croatia that had nominated me for the responsible task of the Extraordinary Commissioner and the Commercial Court of Zagreb that appointed me. I take particular pride in the fact that today, together with the team in which there are numerous colleagues who also took part in the Extraordinary Administration Procedure, I run a company that has, thanks to the positive changes, successfully overcome all the challenges that we have been faced with” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, on the occasion of closing the Extraordinary Administration Procedure and the completion of his role as Extraordinary Commissioner.

Change in Fortenova Group’s Board of Directors Management

09.06.2022.

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.

Fortenova grupa d.d. receives the Family Friendly Employer acknowledgement Prizes and awards

25.02.2022.

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.

Change in the Executive Management of Fortenova Group Management

19.09.2019.

Management

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

Pursuant to the published final ruling of the Commercial Court of Zagreb, the Extraordinary Administration Procedure in Agrokor has been closed and Agrokor d.d. has been erased from the Court Registry.

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