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Investor Presentation Investor Presentation April 2015 Disclaimer IMPORTANT NOTICE You must read the following before continuing. For the purposes of this notice, the term “Presentation” shall include the slides that follow, the oral presentation of the slides by Agrokor d.d. (the “Company”) or any person on behalf of the Company, any question-and-answer session that follows the oral presentation, hard copies of this document and any materials distributed at, or in connection with the presentation. This Presentation has been provided for information purposes only and should not be relied upon by the recipients and no liability, responsibility or warranty of any kind is expressed, assumed or implied by the Group for the accuracy, inaccuracy, interpretation, misinterpretation, application, misapplication, use or misuse of any statement, claim, purported fact or financial amount, prediction or expectation (together referred to as “Information”). The Information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and will not be updated to reflect material developments that may occur after the date of the Presentation. The information and opinions in this Presentation are provided as at the date of this Presentation and are subject to change without notice. None of the Agrokor Group or any of its respective affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or their contents or otherwise arising in connection with the Presentation, or any action taken by you or any of your officers, employees, agents or associates on the basis of the Information. Neither the provision of this Presentation nor any subsequent discussions, negotiations or any other matter constitutes an obligations of the Company or any of their affiliates, directors, officers, employees or advisers nor any other person, or will form the basis of any written, oral, tacit or implied contract. The Presentation has not been independently verified and it was prepared by the Company on the basis of information which it has and from sources believed to be reliable. To the extent available, the industry, market and competitive position data contained in the Presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in the Presentation come from the Company’s own internal estimates based on the knowledge and experience of the Company’s management in the market in which the Company operates. While the Company believes that such estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in the Presentation. The Company is not under any obligation to update or keep current the information contained in the Presentation. Presentation not an offer This Presentation is provided as information only, and it does not constitute investment, legal, accounting, regulatory, taxation or other advice and the Information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and the market and for making your own independent assessment of the Information. You are solely responsible for seeking independent professional advice in relation to the Information. This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire any securities of the Company or any subsidiary or affiliate, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any subsidiary or affiliate, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The Presentation does not constitute, and should not be construed as, an inducement to enter into investment activity in the United States, Canada, Australia, Japan or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. The Presentation is not for publication, release or distribution in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction. Forward-Looking Statements This Presentation includes statements that are, or may be deemed to be, “forward-looking statements,” within the meaning of the securities laws of certain jurisdictions. These “forward-looking” statements appear in a number of places in this Presentation and include but are not limited to statements regarding the Group’s plans, intentions, beliefs, expectations and assumptions as well as other statements that are not historical facts. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions or, in each case, their negative or other variations or comparable terminology. When considering these “forward-looking” statements, you should keep in mind that a number of factors that are beyond the Group’s control could cause actual results to differ materially from the results contemplated by any such forward-looking statements. These forward-looking statements include all matters that are not historical facts. We believe that the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this Presentation should not be unduly relied upon. These statements speak only as of the date made. Other than as required by applicable laws, we do not intend, and do not assume any obligation, to update these forward-looking statements. 2 Today’s attendees Mr. Ivan Crnjac Mr. Hrvoje Habuš EVP for Finance, Strategy and Capital Executive Director for Strategy Markets and Capital Markets Member of Management Board Joined Agrokor in 2009 Joined Agrokor in 2005 12 years of industry experience 15 years of industry experience Mr. Zdravko Marić Mr. Darko Knez Executive Director for Strategy Chief Executive Officer at and Capital Markets Konzum d.d. Joined Agrokor in 2012 Joined Agrokor in 1999 11 years of industry experience 18 years of industry experience 3 Agenda Company overview Key credit highlights Group strategy and recent initiatives Financial performance 4 The Agrokor Group is a leading food producer and retailer in SEE5 AGROKOR Group 2014PF Sales €6.4bn1 Over 55,000 employees 2014PF EBITDA €0.5bn1 (€0.6bn pro forma for synergies) 18m population in Primary Markets2 2014PF Margin 7.7% (9.8% pro forma for synergies) Retailing and Wholesale Food Manufacturing and Distribution Other Businesses #1 in Primary Markets Ice Cream and Water and Edible Oils Meat and Frozen Food Beverages & Margarines Agriculture Agrokor Mercator Agriculture commodity Leading market No 1 in Croatia Leading producer with Leading producer of #1 in Croatia #1 in Slovenia brokerage and other shares in Croatia, and B&H in mineral water significant market meat and agricultural non-core businesses #1 in B&H #1 in Serbia Serbia and B&H shares in Croatia, Serbia products in Croatia Export to over 20 #1 in Monte- and B&H countries negro 2014 aggregated split by segment3 Unconsolidated Sales4 (aggregated %) EBITDA (aggregated %) Other Other 4.4% 6.2% Food Food Manufacturing Manufacturing and and Retailing Distribution Distribution and 19.1% Retailing and 37.9% Wholesale Wholesale 55.9% 76.5% Source: Nielsen 1 Based on EUR/HRK exchange rate of 7.63, pro-forma for Mercator 2 Croatia, Bosnia and Herzegovina, Slovenia, Serbia and Montenegro. 3 The aggregated segment reporting for FY 2014 Agrokor has been derived from consolidated Agrokor segment reporting (which includes three months of Mercator results) minus the three months results of operations of Mercator reported as Unrestricted Subsidiaries results of operations in the supplemental information to the consolidated Agrokor FY 2014 financial statements, plus FY2014 Mercator results of operations (all attributed to Retailing and Wholesale). This does not purport to be representative of what actual results would have been as it does not adjust for the sale of certain Mercator businesses (e.g. bakery business) as well as disposals of retail stores required by antitrust authorities (which generated revenue
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