Karl ERJAVEC Minister Za Zunanje Zadeve Republike Slovenije Prešernova Cesta 25 SI-1001 Ljubljana

EUROPEAN COMMISSION

Brussels, 25.6.2018 C(2018) 3869 final

In the published version of this decision, PUBLIC VERSION some information has been omitted, pursuant to articles 30 and 31 of Council This document is made available for Regulation (EU) 2015/1589 of 13 July 2015 information purposes only. laying down detailed rules for the application of Article 108 of the Treaty on the Functioning of the European Union, concerning non-disclosure of information covered by professional secrecy. The omissions are shown thus […]

Subject: State Aid SA.49214 (2017/N) – Slovenia Restructuring of Semenarna Lubljana

Sir,

The European Commission (hereinafter: "the Commission") wishes to inform the Republic of Slovenia that, having examined the information supplied by your authorities, it has decided not to raise any objections to the State aid referred to above as it is compatible with the internal market pursuant to Article 107(3)(c) of the Treaty on the Functioning of the European Union ("TFEU"). The Commission has based its decision on the following considerations:

1. PROCEDURE (1) On 28 September 2017, the Slovenian authorities formally notified a restructuring aid to Semenarna Lubljana d.o.o. (hereafter "Semenarna"). At the same time, the Slovenian authorities informed the Commission services that the restructuring plan would be submitted at a later state, which occurred on 3 November 2017.

Karl ERJAVEC Minister za zunanje zadeve Republike Slovenije Prešernova cesta 25 SI-1001 Ljubljana

Commission européenne, B-1049 Bruxelles – Belgique, Europese Commissie, B-1049 Brussel – België Telefon: +32 2 299. 11. 11.

(2) The Commission requested additional information from the Slovenian authorities on 23 November 2017. The Slovenian authorities provided an answer to this request on 16 and 18 January 2018. (3) A conference call was held on 3 March 2018; additional information was requested by the Commission from the Slovenian authorites on 13 March 2018. The Slovenian authorities provided an answer to this request on 11 and 26 April 2018. (4) Due to the urgent need to adopt and notify a Decision relating to the State aid at stake, the Slovenian government exceptionally agreed by letter dated 17 May 2018 to waive its rights deriving from Art. 342 TFEU in conjunction with Art. 3 of the EC Regulation 1/1958 and to have the planned decision adopted and notified pursuant to Article 297 of the Treaty in English, instead of Slovenian. (5) The Commission requested on 17 and 22 May 2018 additional information from the Slovenian authorities who provided an answer on 22 and respectively 23 May 2018.

2. DETAILED DESCRIPTION OF THE MEASURE/AID 2.1. The beneficiary (6) Semenarna Ljubljana is a company based in Slovenia (Ljubjana), active in the production and sale of products for gardeners (vegetables), and products for farmers (crops), with 235 employees on 31st December 2017. (7) Notably, Semenarna is registered as a company active in the sector of i) wholesale of grain, seeds and animal feeds, ii) retail sale of gardening material, products relating to pet animals and pet food in specialized stores, and iii) production of vegetables and melons, roots and tubers. Semenarna has its own production facility in Celje and the Selection Centre in Ptuj, where seeds are developed, which performs the maintenance selection of landraces and traditional varieties, ecological and vegetation tests and breeding of various types and varieties of vegetables. (8) Semenarna developed different service and product trademarks to communicate with its customers: (i) the core trademark, Semenarna Ljubljana, (ii) three product trademarks (Valentin, Bonami Terminator X, Gardeno) and (iii) two service trademarks (Kalia for garden centres and Rodovita for agricultural stores). (9) In addition to its own trademarks, Semenarna Ljubljana also sells other trademarks through all its sales channels. (10) Semenarna sells its products through four sales channels: (i) retail in both the "Kalia" garden centres and "Rodovita" agricultural stores/centres (the most important channel, in terms of value), (ii) wholesale, (iii) exports and (iv) on-line store, which is a new sales channel introduced in 2015; Semenarna operates two retail chains in Slovenia, namely, (i) Kalia, the retail chain of garden centres, spread over the whole Slovenian territory, and (ii) Rodovita, the chain of agricultural stores targeted to farmers in the region of North-Eastern Slovenia. (11) The market in which Semenarna operates is both domestic and for export. According to the description of the company, Semenarna’s business model is

relatively non-comparable with the business models of the other competitors in the market, or is only comparable in certain segments. Namely, Semenarna Ljubljana sells its products through both wholesale and retail channels and has its own chain of retail stores. In the retail segment, it is more similar to merchants, while in the wholesale segment it is similar to distributors and agents, as well as typical wholesalers. (12) In terms of foreign competitors, the most direct competitors of Semenarna are both the large multinational corporates and small companies with business models comparable to Semenarna's one (although the latter do not own retail stores themselves)1(*). The Slovenian authorities identified as the most direct competitors of Semenarna at national level AgroMag, Agrosaat RWA Slovenija, Planta Prelesje, Roko, Semevit, PP Agro, Agroruše, although most of them are smaller than Semenarna or only operate in certain segments covered by Semenarna. (13) Semenarna belongs to the Dezèlna Banka Slovenije d.d. (herereafter DBS), a privately-owned cooperative bank. According to DBS' 2016 and 2017 annual reports, DBS had four shareholders on qualified stakes (over 5%): (i) Kapitalska zadruga, z. b. o., Ljubljana (47.532%) (ii) KD Kapital d. o. o. (8.859%) (iii) KD Group d. d. (6.012%) and (iv) Banca Popolare di Cividale S.C.p.A. (5.362%, hereafter, the "DBS Group"). (14) DBS has several subsidiaries: DBS Leasing d.o.o., DBS Nepremicnine d.o.o., Semenarna Ljubljana d.o.o. and DBS Adria d.o.o. Causes of Semenarna's difficulties (15) Semenarna's financial difficulties are mainly related to its high indebtedness and lack of cost optimisation in a context of decrease of sale prices in all its sale channels due to pressure from competitors on price. Semerna must therefore allocate a large share of its available cash flows to the repayment of financial liabilities. This prevented the company over the recent years to invest in equipment, to adapt to the evolution of customers' needs as well as caused some liquidity problems. (16) A compulsory settlement performed in 2013 allowed a write-off of 50% of Semenarna's ordinary debt (write-off amounting to EUR 9.3 million), mostly towards suppliers and banks. This severely damaged Semenarna's reputation as a reliable company. (17) Semenarna also lost export revenues relating to the bankruptcy of its subsidiaries, mainly in Croatia and Serbia.

1 Such as Merkur, BauMax, Bauhaus, OBI, Mercator (merchant competitors), Vilmorin & Cie SA, Graines Voltz, Suba Seeds Company S.r.l., Monsanto Agricultura Espana S.A., DLF Seeds A/S.

(*) Parts of this text have been hidden so as not to divulge confidential information; those parts are enclosed in square brackets [ ].

(18) As a consequence, Semenarna suffered a significant drop in its revenues (turnover decreasing from EUR 34 million in 2012 to EUR 25 million in 2013). (19) Besides, one-off high re-evaluation expenses due to impairment of real estate based on the appraisal of the authorised property appraiser and the write-offs of assets and liabilities of subsidiaries in 2012 significantly contributed to the significant loss of Semenarna in 2012 (EUR -13 million). (20) Semenarna was recapitalised in January 2014 by its shareholder, DBS, who converted receivables in the amount of EUR 4.8 million in 2014 into capital of Semenarna. Semenarna also entered in 2015 into a master restructuring agreement with the banks NLB, DUTB, Poštna banka Slovenije d.d. and DBS that foresaw a rescheduling of the loan accompanied by the sale of part of Semenarna's real estate, the proceeds of which being used for early repayment of those loans. (21) Over the same period, Semenarna conducted an in-depth restructuring of its operations through notably reductions in its cost of services, and foremost its labour costs (from EUR 5.9 million in 2012 to EUR 4.9 million in 2016). (22) Thanks to those measures, Semenarna's EBITDA increased from EUR -6.7 million in 2012 (-19.8% of EBITDA margin) and EUR 0.2 million in 2013 (0.6% of EBITDA margin) to EUR 1.4 million in 2016 (4.6% of EBITDA margin). Semenarna also managed to reduce its indebtedness from EUR 35 million in 2012 to EUR 23 million in 2016. This however still represents 17 times its EBITDA (to be compared with a 4.4x ratio in average in 2016 for similar foreign companies). As a consequence, Semenarna needs additional finance to implement a business restructuring allowing to increase its operative cash flows and thus reduce its financial debt. (23) With the view to achieve a long-term sustainable indebtedness, Semenarna has agreed on a financial restructuring with its main creditor banks NLB, NKBM and DUTB: the receivables of those financial creditors exceed [80%-100%] of Semenarna’s total financial liabilities as at 31st December 2016. Semenarna concluded with those banks an agreement regarding its financial restructuring dated 1st February 2017 (hereafter, the "2017 MRA"). The following key measures of financial restructuring of Semenarna were agreed with the aim of rescuing Semenarna: i. recapitalisation of Semenarna by means of a non-cash contribution through a conversion of DBS’s (secured and non-secured) receivable into capital amounting to EUR 2.1 million; ii. granting of a short-term bridge loan to Semenarna by DBS amounting to EUR [2.0;4.0] million for the purpose of allowing Semenarna to serve the debts arising from the 2013 compulsory settlement mentioned in recital (16) at the beginning of 2017; iii. reprogramming by DUTB, NKBM, NLB of Semenarna's secured debts (the outstanding balance thereof amounted to EUR [15.0;20.0] million on 31st December 2016) until 2021, together with a reduction of the interest rate margin from [3%;5%] to [0%;3%]; iv. subordination by DUTB and NKBM of EUR [0.5;4.0] million of unsecured receivables;

v. sale of redundant property. (24) The 2017 MRA aims at a financial and business restructuring of Semenarna. It was signed by the banks […]. (25) Furthermore, at the beginning of 2017, Semenarna also managed to negotiate write-offs of claims from the unsecured, private creditors […], […]and […]. Those write-off, comprised between [0;50%] and [50%;75%] of the principal of those claims, totalled [0;1.0] million . 2.2. The measures under assessment (26) The Slovenian authorities have notified a restructuring aid in favour of Semenarna and have submitted a restructuring plan, which foresees a long- term loan from the Slovenian State (Ministry of Economic Development and Technology) to Semenarna in the amount of EUR 3.0 million. (27) The maturity of the loan notified by the Slovenian authorities is planned to be equal to eight years including a two-year grace period on principal repayments: the loan is to be disbursed at the end of the first half of 2018 and the first principal repayment instalment will fall due at the end of 2020, with the last instalment taking place in mid-2026. Semenarna will pay an annual 1% interest rate for this loan. 2.3. The restructuring plan (28) The company's restructuring period began in February 2017 with the adoption of the financial restructuring measures agreed in the 2017 MRA detailed in recital (23). Considering Semenarna's exposure on seasons and weather and the gradual effects relating to the implementation of the business restructuring, the end of the restructuring period has been set at the end of year 2021. (29) The Slovenian authorities submitted that the financial restructuring implemented through the 2017 MRA (see recitals (23) and (24)) and the foreseen State aid loan (see section 2.2) will allow Semenarna to conduct the aforementioned in-depth business restructuring, which consists in the following: i. as far as the Kiala network is concerned, its sales will be optimised through a marketing turnaround […]. The Kiala garden centres will be modernised and its online store upgraded. A greater attention will be paid to spend more time with customers to boost sales thanks to productivity efforts as well as focus on attracting younger customers. [0;5] new stores (compared to [25;40] current locations) will be opened ([0;5] lease and [0;5]franchises); ii. at the same time, Semenarna will voluntarily withdraw from a part of the market by terminating its operations in 2017 and 2018 relating to the Rodovita agricultural stores. […] Semenarna will increase its market share in the wholesale segment […]. At the same time, Semenarna will seek a focused entrance into new export markets; iii. labour costs will be further optimised […] over the restructuring period, while training actions and 11 recruitments targeting at supporting exports, marketing and online sales will take place;

iv. technological processes will be rationalised and modernised […]. Organisational processes will be reviewed[…]; v. the efficiency of support functions such as marketing, purchasing, stock management and logistics will be also enhanced, as part of the restructuring plan. (30) Table 1 below presents an overview of the restructuring costs related to Semenarna's business reorganisation. Table 1 - Overview of the planned business restructuring costs [Restructuring costs sum to EUR [2.0;4.0] million over the 2017-2021 period out of which: EUR [0.5;2] million market restructuring costs, EUR [0.5;1.0] million personnel restructuring costs, EUR [0;1] million technological restructuring, and EUR [0;0.5] million organisational restructuring]

(31) Besides, to improve its liquidity and reduce its indebtedness, Semenarna is to sell several real estate assets, namely: i. Semenarna's Ljubljana offices (worth EUR [3.0;7.0] million); ii. Kaposvár offices for EUR [0;3.0] million2 […completed … in 2021]; iii. various redundant properties amounting to EUR [0;3.0] million; iv. the premises of the Rodovita stores for EUR [0;3.0] milion. (32) Lastly, the DBS bridge loan is expected to be repaid […], thanks to the State aid loan, which will allow avoiding a liquidity issue for Semenarna at that time. 2.4. Overview of restructuring costs and sources of financing 2.4.1 Restructuring plan (33) The restructuring plan foresees an overall increase in annual revenue amounting to EUR [0;5.0] million by 2021 by comparison to 2017 stemming from the three sales channels where Semenarna will remain active (Kiala, wholesale, export) after the closure of the Rodovita stores, mainly as a result of the aforementioned business restructuring measures. Table 2 below details the overall evaluation of revenues, and details the part thereof expected from the business restructuring measures.

Table 2 – Evolution of Semenarna's revenues per sale channel [KALIA –revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...] million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;

RODOVITA –revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...] million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;

2 EUR [0;3.0]million net of commission fee for real estate agent.

EXPORT –revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...] million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;

WHOLESALE revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...] million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;

ON-LINE STORE revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...] million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;

SEMENARNA – total revenues 29.9 million in 2017, [30;35] million in 2018, [30;35] million in 2019, [30;35] million in 2020, [30;35] million in 2021].

2.4.2 Restructuring costs (34) The various measures relating to Semenarna's business restructuring will cost EUR [2.0;4.0] million over the restructuring period (see Table 1) . (35) Semenana's restructuring plan also foresees the repayment of DBS' bridge loan amounting to EUR [2.0;4.0] million in August 2018. (36) Lastly, Semenarna's restructuring plan foresees the early repayment of circa EUR [0;10.0] million debt thanks to the sale of redundant properties. This financial restructuring measure will contribute to solving the company's over-indebtedness. 2.4.3 Sources of financing (37) The Slovenian authorities have identified the following resources to cover the cost of Semenarna's restructuring: i. a State aid loan amounting to EUR 3 million described in section 2.2 (see recital (23) point i); ii. a capital increase amounting to EUR 0.5 million through the conversion of shareholder's secured part of DBS' receivable into Semenarna's capital; iii. the financial effect of the efforts agreed by DUTB, NKBM and NLB as part of the MRA 2017 amounting to EUR [0.5;2.0] million resulting from the decrease in interest rate for both secured ("Tranche 1") and unsecured ("Tranche 3") tranches (recital (23) point iii), according to a calculation provided by the Slovenian authorities; iv. the financial effect, amounting to EUR [0.5;2.0] million, of the rescheduling of the amortisation profile of the secured tranche of DUTB, NKBM, NLB (Tranche 1) (recital (23) point iii), according to a calculation provided by the Slovenian authorities; v. the financial effect of the conversion of the non secured part of DBS receivable into capital (recital (23) point i) as well as the subordination of NKBM and DUTB claims (recital (23) point iv), for a total amount estimated by the Slovenian authorities at EUR [0;2.0] million; vi. write-offs of claims from the unsecured, private creditors […], […] and […] for an amount of EUR [0;1.0] million; vii. the sale of redundant properties for a total of EUR [0;10.0] million: i) Semenarna has already sold premises in 2017 and 2018 for an amount totalling EUR [0;10.0] million (including EUR [3.0;7.0] million for the Ljubljana real estate and EUR [0;3.0] million for the one in Kaposvár). 7

These proceeds, net of EUR [0;1.0] million commissions, have been used for early repayment of […]. ii) Semenarna plans to sell other properties for an additional amount of EUR [0;3.0] million in the restructuring period, including EUR [0;3.0] million of expected proceeds from the sale of the Rodovita stores that Semenarna is to close as part of the restructuring plan.

(38) Based on the above, the Slovenian authorities have calculated an own contribution of EUR 3.5 million out of EUR 6.5 million resources, excluding the proceeds from real estate aimed at early repaying part of Semenarna's debt. As a consequence, the Slovenian authorities submit that Semenarna reaches an own contribution of 54%. The Slovenian authorities also mention the possibility to account for own contribution the part of the sale of real estate that has already been implemented (EUR [0;10.0] million out of EUR [0;10.0] million of total planned sale), and which contributes to the financial restructuring of Semenarna through the early repayment of its debts. The following Table 3 summarises the restructuring costs and resources submitted by the Slovenian authorities:

Table 3 - Own contribution as notified by the Slovenian authorities (EUR million) Restructuring costs Business restructuring (see detail in Table 1) [2.0;4.0]

Repayment of DBS' bridge loan [2.0;4.0]

Total restructuring costs (except early repayments) 6.4 [0;10.0] Other financial restructuring cost: indebtedness reduction through (out of a total of ca EUR early repayments [0;10.0] million of early repayment through the sales planned of the plan)

Sources of financing State aid (loan) 3.0 (46%)

Capital increase (conversion of the secured part of DBS' receivable 0.5 into capital)

Financial effect of the efforts aggeed by DUTB, NKBM and NLB as part of the MRA 2017 (secured and non-secured tranche) [0.5;2.0] regarding reduction in interest rate margin

Financial effect of the efforts aggeed by DUTB, NKBM and NLB as part of the MRA 2017 regarding the principal repayment profile [0.5;2.0] (secured tranche "Tranche 1")

Financial effect of the conversion of the non secured part of DBS receivable into capital and subordination of the non secured [0;2.0] tranche ("Tranche 3") of NKBM and DUTB's claims

Write-off of claims by […], […]and […] [0;1.0]

Total own contribution (except sale of real estate) 3.53 (54%)

Total resources (except sale of real estate) 6.54 [0;10.0] Other resource: sale of redundant real estate and Rodovita stores ([0:10.0] net of [0;1.0] of commissions, out of a total of ca EUR [0;10.0] million of sales plannedas part of the restructuring plan, including Rodovita stores)

3. ASSESSMENT OF THE MEASURE 3.1 Presence of aid (39) According to Article 107(1) of the TFEU, "[s]ave as otherwise provided in the Treaties, any aid granted by a Member State or through State resources in any form whatsoever which distorts or threatens to distort competition by favouring certain undertakings or the production of certain goods shall, in so far as it affects trade between Member States, be incompatible with the internal market". (40) The qualification of a measure as aid within the meaning of this provision therefore requires the following cumulative conditions to be met: (i) the measure must be imputable to the State and financed through State resources; (ii) it must confer an advantage on its recipient; (iii) that advantage must be selective; and (iv) the measure must distort or threaten to distort competition and affect trade between Member States. (41) The measure at stake is a EUR 3.0 million loan to be granted by the Slovenian Ministry of Economic Development and Technology, therefore it involves State resources and is clearly imputable to the State. (42) This measure was notified as restructuring aid by the Slovenian authorities. (43) Furthermore, Semenarna is in financial distress and has serious liquidity problems. No bank would have granted Semenarna an unsecured loan at the same condition planned in the aid at stake (interest rate of 1%, for a maturity of 8 years with a 2-year grace period on principal repayment): this is far lower than the average interest rate of Semenarna's loans in 2016 (Euribor + [3.0% ; 5.0%]); these conditions are also far more favourable than those foreseen in the Communication on Reference Rate5 (Base rate + 1000 bps for a loan to undertakings in difficulty without collateral). Thus the State loan will allow Semenarna to meet its urgent liquidity needs vis-à-vis external creditors at conditions that the company would not have been able to obtain on the market. It therefore provides Semenarna with an economic advantage.

3 Rounded figure based on the detailed amounts. 4 Idem

5 Communication from the Commission on the revision of the method for setting the reference and discount rates, OJ C 14, 19.1.2008, p. 6-9.

(44) Since the aid is to be provided to one specific undertaking only, namely Semenarna, the measure is selective: in individual aid measures, the existence of economic advantage leads to the presumption that the measure is selective.6 (45) In eny event, the measure is selective because undertakings in a comparable legal and factual situation in the internal market, within the same sector as Semenarna (see recital (10)), as well as companies in other sectors, are not eligible for this measure and thus did not receive the same advantage. As a consequence, the State loan gives Semenarna a selective economic advantage. (46) By guaranteeing its continued operations on the markets on which the company is active and providing additional financial means to restructure its activity, the selective economic advantage also appears apt to improve the position of Semenarna in relation to its competitors in Slovenia and in the EU, and therefore the State loan actually or potentially distorts competition. (47) According to the figures provided by the Slovenian authorities, the European seed market consists of approximately 7,200 companies of various sizes. According to the source mentioned in the restructuring plan (Technavio), the market will grow at the rate of 10.6% (CAGR) in the 2014-2019 period and the total revenues on the European seed market are expected to reach USD 24 billion (EUR 20 billion) in 2019, as showed in the chart below.

(48) As Semenarna engages in activities for which the market is open to competition from other Member States and that undertakings from other Member States also carry out, the aid is also liable to affect intra-EU trade. (49) Therefore, the Commission considers that the notified measures in favour of Semenarna constitute State aid pursuant to Article 107(1) TFEU. 3.2 Legality of the aid

6 Judgment in Case T-314/15 Greece v Commission EU:T:2017:903, para. 79.

(50) Article 108(3) TFEU states that a Member State shall not put an aid measure into effect before the Commission has adopted a decision authorising this measure. (51) In this respect, the stand-still obligation of Article 108(3) TFEU is respected, since the Slovenian authorities have committed to grant the aid only after the Commission's approval of the measure, which therefore has not yet been implemented. (52) The national legal framework on which basis the aid will be granted is the law on aid for rescue and restructuring of companies and cooperatives in difficulty (Official Gazette of the Republic of Slovenia n. 5/17), as implemented by the Regulation on the content of the restructuring programme, insurance, supervision and record keeping in the granting of aid for the rescue and restructuring of companies and cooperatives in difficulty (Official Gazette of the Republic of Slovenia n. 27/17). According to Slovenian authorities, the aid is to be granted on the basis of a further decision of the Ministry of economy as well as an agreement between the Ministry and Semenarna. 3.3 Compatibility of the aid Legal Introduction (53) Slovenia considers that the planned State aid under assessment would be compatible with the internal market on the basis of Article 107(3)(c) TFEU, and in particular as restructuring aid under the Community guidelines on State aid for rescuing and restructuring firms in difficulty7 (hereafter, the "R&R Guidelines"). (54) Article 107(3)(c) TFEU provides that State aid can be authorised where it is granted to promote the development of certain economic sectors and where this aid does not adversely affect trading conditions to an extent contrary to the common interest. In application thereof, the Commission has set out the criteria it will follow in assessing restructuring aid in the R&R Guidelines. In case of eligibility, the assessment of the compatibility with the internal market must therefore involve the examination of whether the conditions for restructuring aid of the R&R Guidelines are met. 3.3.1 Eligibility 3.3.1.1 Company in difficulty (55) According to point 19 of the R&R Guidelines, only firms in difficulty within the meaning of point 20 of the R&R Guidelines are eligible to receive restructuring aid, if the company fulfils at least one of the criteria listed in letters a) to d) of the R&R Guidelines. (56) As explained by the Slovenian authorities, the current Semenarna net profit/loss together with the net profit/loss brought forward from the previous years totalled EUR -5,517,049 on 31st December 2016, which is considerably more than one half of the called-up capital on the same cut-off date (EUR 2,855,010). Furthermore, Semenarna's cumulated losses, together

7 Communication from the Commission — Guidelines on State aid for rescuing and restructuring non- financial undertakings in difficulty, OJ C 249, 31.7.2014, p. 1-28.

with capital reserves (which amount to EUR 726,616) and cumulative, aggregate revaluation surpluses (which according to the 2016 balance sheet provided are negative, amounting to EUR -49,949) is still less than one half of the called-up capital. Therefore Semenarna fulfils the criteria listed in point 20, letter a) of the R&R Guidelines as an undertaking in difficulty eligible to receive restructuring aid. (57) According to point 12 of the R&R Guidelines, newly created firms are not eligible for rescue aid. A firm is in principle considered as newly created for the first three years following the start of operations in the relevant field of activities. Semenarna was created in 1974 (date at which it was entered in the Slovenian Companies register) and has been operating in the current field of activities ever since, therefore it is not considered to be a newly created firm in the meaning of the R&R Guidelines. 3.3.1.2 DBS Group (58) Point (22) of the R&R Guidelines states that a firm belonging to or being taken over by a larger business group is not normally eligible for rescue or restructuring aid, except where it can be demonstrated that the firm's difficulties are intrinsic and are not the result of an arbitrary allocation of costs within the group, and that the difficulties are too serious to be dealt with by the group itself. (59) The Slovenian authorities explained that Semenarna is a related company with DBS and other companies in the DBS Group (in the sense of Article 3(3) of the Annex 1 to the Regulation 651/2014), as described in the recital (13). (60) Recitals (15) to (19) show that Semenarna’s difficulties are intrinsic and are not a result of an arbitrary allocation of costs within the DBS Group. (61) This is also conforted by the explanations of the Slovenian authorities regarding (i) the transactions between Semenarna and DBS that are related to the provision of services that are considered the core activities of the included companies (crediting, provision of payment services, management of guarantees and other banking services or sale of seeds and plants) and (ii) the circumstance that in the period from 2014 to 2016, when Semenarna showed net profit, DBS as the shareholder received no distributions of profit. Therefore, the Commission finds that there is not the basis for any arbitrary allocation of costs within the Group. (62) Furthermore, the Slovenian authorities explained the reason why DBS itself is not able to resolve Semenarna's problems: DBS as the group’s controlling company has already undertaken several measures for the resolution and restructuring of Semenarna according to the Agreement on Financial Restructuring i.e. by recapitalisation of Semenarna in the form of a non-cash contribution of EUR 2.1 million (conversion of receivable into capital, see recitals (23)i., (37)ii. and (37)v.) and approval of a bridge loan (see recital (23)ii) in the amount of EUR [2.0;4.0] million for the repayment of suppliers arising from Semenarna’s liabilities after the compulsory settlement under the bridge loan . Therefore, DBS has conducted both cash and non-cash equity measures in favour of Semenarna as well as granted loans to Semenarna, all in significant amounts. However, this was not sufficient to completely rescue and restructure Semenarna; the Slovenian authorities provided evidence showing that the DBS has no further available measures 12

[…] 8 . As a consequence Semenarna’s difficulties are too serious, even after the 2017 MRA, to be dealt with by DBS alone. (63) On the other hand, the Slovenian authorities provided for the relevant figures explaning that the other companies held by DBS (DBS Leasing d.o.o., DBS Nepremičnine d.o.o. and DBS Adria d.o.o.) were not able to resolve Semenarna’s difficulties either, since they have been continuously posting losses between 2013 and 2016 on the basis of their income statements. (64) Therefore, the Commission concludes that point 22 of the R&R Guidelines is fulfilled. 3.3.2 Contribution to a public objective interest 3.3.2.1 Social hardship (65) The Slovenian authorities provided the relevant figures explaining that, at NUTS 3 level, the weighted average unemployment rates in the regions in which Semenarna is implanted has been continuously higher than the registered national unemployment rates over the period 2014-20169. The Commission also take note that the Slovenian authorities explained that Semenarna currently employs 86 employees in the harder-to-employ group, i.e. employees older than 50 years (84 in total), the disabled (13 disabled persons) and women (146 employees are women). Two thirds of the employees have finished lower or medium level of education, i.e. the categories in which the registered unemployment rate in Slovenia is currently the highest (almost 81% of all registered unemployed persons in August 2017). The combination of these two aspects leads the Commission to find that the criterion set out in the R&R Guidelines point 44 (a)(ii) of the Guidelines is met. 3.3.2.2 Strategic objective (66) The Slovenian authorities submitted that if the aid is not granted, Semenarna would have to exit the market, which would result in a severe market failure due to its important systemic role in its region and sector, resulting in the irremediable loss of important technical and expert know-how and experience. (67) According to the Slovenian authorities, with its Ptuj Selection Centre which performs the maintenance selection process of landraces and traditional varieties, ecological and vegetation tests and breeding of various types and varieties of vegetables, Semenarna is considered to be of system-wise importance for the seed production in Slovenia, the Slovenian agriculture, food supply and finally the Slovenian consumer. Landraces are seed varieties produced from local original seeds that have not been bred on purpose and are produced, maintained and reproduced in Slovenia.

8 The Slovenian authorities provided evidence that, on 31 March 2017, DBS has reached an exposure of EUR 21.0 million to Semenarna and DBS Group. The Slovenian authorities provided quantitative evidence showing that further support to Semenarna would lead DBS […].

9 According to the figures provided by Slovenian authorities, the weighted average unemployment rates were, namely, by 0.2 (2014), 0.4 (2015), 0.5 (2016) percentage points above the registered national unemployment rates.

(68) Semenarna is the largest maintainer of landraces and traditional varieties of seeds in Slovenia. Semenarna carefully plans the collection of sample seeds of landrace varieties and populations, stores them in suitable conditions and further develops them until they are recorded in the variety list and then reproduces them and offers them to the market. The process of development until the registration in the variety list and provision for the market is lengthy, on average taking three to five years. (69) The professional literature in this field is scarce and so reliance on own practical experience is crucial. Semenarna’s know-how in the field of maintenance and reproduction of population varieties is thus a rare asset that cannot be replaced by the knowledge of the production of hybrid varieties (i.e. the breeding of varieties offered by the majority of foreign seed producing companies). (70) The focus of gaining expertise in the production of landraces and traditional varieties thus differs from the hybrid seed varieties carried by other companies and the know-how accumulated by Semenarna cannot be replaced by that of other seed-producing companies. (71) The Slovenian authorities highlight that Semenarna, as vertically integrated (Semenarna as the whole), has an important systemic role in Slovenia, in the value chain seed production – agriculture – food supply, as well as for Slovenian food security, natural cultural heritage and biotic and genetic diversity. According to Slovenia, one of key characteristics of Semenarna’s activities is that Semenarna not only grows seeds but also offers them in the market: Semenarna’s sales channels and vertical integration of seed production and seed distribution/sales units therefore have an essential importance to its systemic role too. (72) Due to Semenarna’s wide sales channel network (both wholesale and retail), Semenarna’s seeds can timely and successfully enter the market and ultimately reach farmers and end consumers. Timely entry to the market is important for products like seed, which can be deemed as perishable, the germination of which can be impeded if they are not continuously and promptly put on the market. (73) Additionally, the storage of seeds requires certain special conditions (e.g. appropriate warehouse with adequate temperature, humidity and light) as otherwise the use of seeds may be impeded or limited. Semenarna’s sales channels have been adapted to the specifics of seed production and their placing on the market. (74) The Commission finds that the explanation provided by the Slovenian authorities prove that the strategic objective set out in points 44 (c) and (f) of the Guidelines is fulfilled due to Semenarna’s systemic role in Slovenia as a whole in the value chain: seed production – agriculture – food supply. 3.3.3. Need for State intervention, incentive effect and appropriateness 3.3.3.1 Need for State intervention – Incentive effect (75) The Slovenian authorities explained that the possible alternative scenarios of Semenarna’s restructuring enabled by a State aid loan was analysed by an independent consultant, who carried out an independent review of operations and an analysis of the possibilities of Semenarna’s financial restructuring. According to this study, the only realistic alternative to the State aid scenario 14

(aiming to Semenarna's financial and business restructuring) is bankruptcy. In addition to bankruptcy and restructuring supported by a State aid loan, two further scenarios were tested: preventive restructuring and a repeated compulsory settlement, but these latters were assessed by the stakeholders as unrealistic10. (76) According to Slovenia, neither a further loan for fresh liquidity was a realistic option, since DBS, as Semenarna's shareholder, was the only entity to bring fresh liquidity to Semenarna with a bridge loan. (77) The Slovenian authorities also explained that the bankruptcy proceedings, aiming only to ensure quick realisation of the bankruptcy estate and creditor repayment, would lead to the termination of the employment contracts of the employees, involving a serious social hardship in a region characterized by the unemployment rate mentioned in recital (66). (78) Slovenia demonstrated that the liquidation of Semenarna, or even a partial sale of assets which form part of a business unit would be an unlikely alternative for Semenarna also having regard to the objective of common interest mentioned in recitals (66) to (73): due to the technical characteristics of the business activities, the preservation of the systemic role of Semenarna as a whole would be negatively affected by the length of a legal sale's procedure11. (79) Slovenia also explained that Semenarna has no written evidence on attempts made to get a new loan from commercial banks in view of getting fresh liquidity before turning to the State. However, Semenarna claims that the lengthy negotiations with banks (during the negotiations for the financial restructuring of existing debt, from the summer 2016 to the execution of the Master Restructuring Agreement in February 2017) showed that Semenarna has already faced important difficulties even in persuading the existing creditors to agree the restructuring of existing debt and it was clear from the negotiations that any loan for fresh liquidity was not a realistic option at the time. DBS, as Semenarna's shareholder, was the only entity to bring fresh liquidity to Semenarna with a bridge loan.

10 The Slovenian authorities also explained the following: preventive restructuring was deemed infeasible because of the wide dispersion of Semenarna’s suppliers (more than 600 suppliers, across Europe), which made it impossible to conduct fast enough negotiations on partial forgiveness of debt (by the date of maturity of Semenarna’s liabilities to the creditors from the approved compulsory settlement in February 2017); in the absence of such an agreement, Semenarna would have been unable to achieve sufficient consent for the reprogramming of its financial liabilities. A repeated compulsory settlement also turned out to be unrealistic: the scenario of another compulsory settlement foresees a drop of Semenarna’s revenues in the year of repeated compulsory settlement, in 2017, by as much as 30% and after that year, Semenarna will not be able to achieve the planned level of revenues which would guarantee its ability to survive on the market despite the optimistic projections; in the scenario of compulsory settlement, a serious risk was identified that Semenarna would lose a large share of customers and the resulting revenues which would be very difficult to replace. 11 According to the Slovenian authorities, Semenarna’s seed production business is highly dependent on seasonality and natural cycles of seed growth and shall be continuous: if such an activity is even temporarily halted (as in case of company's sale), its re-activation after a while does not ensure that the activities missed can be easily or successfully substituted – e.g. seeds should be planted at a certain point in season and if such an adequate time slot is missed, the same activities carried out later in time cannot reach the same result.

(80) The Commission finds that the aforementioned explanations submitted by the Slovenian authorities demonstrate that the criteria set out in R&R Guidelines (section 3.2 "Need for State intervention" and section 3.4 "Incentive effect") are met. 3.3.3.2 Appropriateness (81) According to point 58 of the R&R Guidelines, Member States are free to choose the form that restructuring aid takes. However, in doing so, they should ensure that the instrument chosen is appropriate to the issue that it is intended to address. In particular, Member States should assess whether beneficiaries' problems relate to liquidity or solvency and select appropriate instruments to address the problems identified. (82) In the case at stake the Commission finds that, having regard to the causes of Semenarna’s difficulties, mainly related to liquidity problems (see recitals (15) to (18)) , the form of the State aid chosen by Slovenian authorities, namely a loan, fulfills the criterion set out in point 58 of the R&R Guidelines ("in a situation where the problems mainly relate to liquidity, assistance through loans or loan guarantees might be sufficient"). 3.3.4 Restoration of long-term viability (83) According to point 45 of the R&R Guidelines, Member State wishing to grant restructuring aid must submit a restructuring plan aiming at restoring the beneficiary's long-term viability. According to point 46 of the R&R Guidelines, the granting of the aid must be conditional on implementation of the restructuring plan which the Commission must endorse in all cases of ad hoc aid. According to point 47 of the R&R Guidelines, the restructuring plan must restore the long-term viability of the beneficiary within a reasonable timescale based on realistic assumptions. (84) According to point point 48 of the R&R Guidelines, the plan must identify the causes of the beneficiary's difficulties and outline how the proposed restructuring measures will remedy the beneficiary's underlying problem. It must also provide for a turnaround that will enable the company, after completing its restructuring, to cover all its costs including depreciation and financial charges and generate an appropriate return on capital (point 52 of the R&R Guidelines). (85) Semenarna's restructuring plan has been designed to tackle the difficulties identified by the company after a thorough assessment of the reasons for its past poor financial performance (see recitals (15) to (18)). Central scenario (86) The restructuring plan includes projected financial results of Semenarna under a central scenario and a pessimistic scenario. (87) Table 4 below presents selected projected financial data under the central scenario.

Table 4 - Selected projected financial data under the central scenario (in EUR million)

2012 2013 201 201 201 2017 2018 (f) 2019 (f) 2020 (f) 2021 (f) 4 5 6

Net sales 34.2 25.2 27.9 28.0 29.3 29.9 [30;35] [30;35] [30;35] [30;35] revenues

EBITDA -6.8 0.2 1.8 1.5 1.4 1.0 [0;3.0] [0;3.0] [0;3.0] [0;3.0]

Net -13.8 -5.7 0.2 0.1 0 -0.4 [0;2.5] [0;2.5] [0;2.5] [0;2.5] profit

Cash 1.1 0.4 0.7 0.8 0.8 0.2 [0;1.5] [0;1.5] [0;1.5] [0;1.5] balance (carried forward)

EBITDA - 0.6% 6.3% 5.2% 4.6% 3.5% [0;5%] [5%;10%] [5%;10%] [5%;10%] margin 19.8 (%) %

D/EBITD -5.2 182. 13.5 16 17.1 20.7 [40;60] [0;10] [0;10] [0;10] A 6

Return n/a n/a n/a 13% 6% - [20%;30% [20%;30% [20%;30% [20%;30% on Equity 20.7 ] ] ] ] (ROE) %

(88) The Commission has carefully reviewed the key assumptions underlying the financial forecasts of the Restructuring plan notified by Slovenia. In particular: i. Sales revenue is forecasted to grow moderately (2.96% of CAGR over the 2016-2021 period, slightly above an inflation rate forecast of 2.0% for 201912), thanks notably to the implementation of the business restructuring measures described in recitals (29) to (31) for each of the relevant sale channel. ii. The cost forecasts are based on a segmentation between variable costs (e.g. cost of material and of services such as energy, heating, transport which are historically changing in accordance with revenues) and historical fixed costs. They also take into account the restructuring costs. The Slovenian authorities have detailed the impacts of the business restructuring on revenues (see Table 2) and costs (see Table 1) accompanied by a detailed restructuring plan providing convincing information underlying each of those measures. (89) The financial assumptions on which the central scenario of the restructuring plan is based are therefore prudent and can be considered as realistic.

12 EU Commission's Spring 2018 Economic Forecast, https://ec.europa.eu/info/sites/info/files/economy- finance/ecfin_forecast_spring_030518_sl_en.pdf.

(90) As a result of the reorganization measures, as well as of the financial restructuring of Semenarna, the D/EBITDA ratio ([0;10]x), the EBITDA margin ([5%;10%]) and the ROE ([20%;30%]) reached by Semenarna at the end of the restructuring period are either in line or in favour of Semenarna compared with market standards both at national (D/EBITDA: 5.8x; EBITDA margin: 1.8%; ROE: 7.3%) and international level (D/EBITDA: 3.8x; EBITDA margin: 4.2%; ROE: 7.6%)13, based on the average data observed for a benchmark provided by the Slovenian authorities that the Commission considers to be based on a representative sample of Slovenian and EU competitors. (91) According to the restructuring plan, the major circumstances having led Semenarna to its recent difficulties related to its high indebtedness. This prevented Semenarna over the recent years to invest in equipment, to adapt to the evolution of customers' needs; it also caused some liquidity problems for Semenarna that damaged market confidence in Semenarna and eventually causing severe drop in revenues (see recitals (15) to (18)). The Commission therefore observes that the restructuring plan, that will reasonably allow Semenarna to achieve a sustainable indebtedness in 2021, addresses these problems. (92) The Slovenian authorities also submitted extended forecasts beyond the restructuring period until 2025 showing that Semenarna would achieve in 2025 a D/EBITDA ratio of [0;5.0]x ([0;5.0]x net of surplus cash assets14) and be able to fully repay the State aid loan according to the planned amortisation schedule. Regarding the commercial loans, which are currently legally due entirely in 2021 as a one-off final instalment under the 2017 MRA, the Slovenian authorities provided convincing evidence that the company has engaged into positive discussions with these banks to reschedule and spread the outstanding debt to banks after 2021 in a sustainable manner, which is reinforced by the sustainable level of debt of Semenarna at the end of 2021 that makes it reasonable to consider that the banks will not oppose a rescheduling of the outstanding balance loans in 2021 over the following years. Thus, the Commission considers that Semenarna will be profitable and not subject to liquidity issues in the foreseeable future, including at the end of the restructuring period in 2021. Pessimistic scenario (93) In accordance with point 50 of the R&R Guidelines, the Slovenian authorities have also prepared a pessimistic scenario. In this scenario, the Slovenian authorities have assumed a 10% decrease in overall revenues between 2019 and 2021 compared to the forecasts of the central scenario15.

13 For each of the three aggregates, the percentage mentioned is an average of the 2012-2016 mediana of a sample of 15 Slovenia-based companies and respectively 9 multinational companies active on the EU market. 14 Surplus cash assets are defined by Slovenia in this case as cash assets at the end of the year exceeding the value of EUR 700,000. 15 The financial performance of Semenarna in 2018 has been assumed identical as in the central scenario. This assumption appears realistic considering the pessimistic plan was submitted by Slovenia in April 2018 at a time where almost one third of this year has elapsed ; furthermore, short term forecasts can reasonably be considered as more reliable as medium/long-term ones.

This 10% variation corresponds to the average deviation observed over the 2014-2017 period between the planned and actual annual revenues of Semenarna. Considering the fact that the revenues arising from the restructuring measures account for a small share of Semenarna's aggregate revenues ([0;3.33%] in 2018, [3.34%;6.66%] in 2019, [6.67%;10%] in 2020 and [10.01%;13.33%]% in 2021, based on Table 2), the above assumption of the pessimistic scenario can be considered as conservative enough to represent a worst-case scenario. (94) Variable costs (e.g. offering additional services of planting, which are directly related to the achieved revenues), are reduced in the pessimistic scenario, since such scenario foresees that the sales plan will not be fully implemented. Fixed costs (work-related or new employment, rents, etc.), are the same as under the realistic scenario, since Semenarna will fully pursue its planned business restructuring. The variable on which Semenarna has a somewhat smaller impact is revenues, thus making it appropriate to use it as the key parameter to test in order to simulate the risks related to Semenarna's operations.

Table 5 - Selected projected financial data under the pessimistic scenario (in EUR million)

2018 (f) 2019 (f) 2020 (f) 2021 (f)

Net sales [28.0;33.0] [28.0;33.0] [28.0;33.0] [28.0;33.0] revenues

EBITDA [0;2.0] [0;2.0] [0;2.0] [0;2.0]

Net profit [0;1.5] [0;1.5] [0;1.5] [0;1.5]

Cash balance [0;1.0] [0;1.0] [0;1.0] [0;1.0] (carried forward)

EBITDA margin [0;5%] [0;5%] [0;5%] [0;5%] (%)

D/EBITDA [40;60] [10;20] [0;10] [0;10]

Return on [20%;30%] [0;5%] [10%;20%] [10%;20%] Equity (ROE)

(95) In this scenario, the D/EBITDA ratio reached in 2021 would be equal to [0;10.0]x, while the EBITDA margin ([0;5.0%]%) and the ROE ([10%;20%]) reached by Semenarna at the end of the restructuring period are reduced. However, these indicators remain broadly in line with market

standards (see recital (90))16. Furthermore, even in this pessimistic scenario, Semenarna is still able to serve its debt and avoid liquidity problems over the restructuring period. Extended forecasts until 2025 show that the State aid loan is still to be fully repaid by that timeframe in that scenario as well. Conclusion (96) In view of the above, the Commission considers that the proposed restructuring measures are capable of restoring long-term viability of the Semarna within a reasonable timeframe. 3.3.5 Proportionality of the aid and burden sharing (97) Pursuant to points 61 to 64 of the R&R Guidelines, the amount of restructuring aid must be limited to the strict minimum necessary to enable restructuring to be undertaken. A sufficient level of own contribution to the restructuring costs and of burden sharing must be ensured. This contribution should normally be comparable to the aid granted in terms of effect on the solvency or liquidity position of the beneficiary. This contribution must also be real and actual. According to point 64 of the R&R Guidelines, own contribution can be considered to be adequate if it amounts to more than 50% of the restructuring costs. (98) The different resources proposed by the Slovenian authorities as own contribution are successively reviewed. 3.3.5.1 Conversion of the secured part of DBS' receivable into equity (99) The Slovenian authorities accounted as own contribution the secured part (EUR 0.5 million) of DBS's receivables (totalling EUR 2.1 million) converted into capital in March 2017 (see recital (23) and (37)ii). Slovenia provided convincing explanations showing that the value of the collateral benefiting to DBS (circa EUR 3 million) has an order of magnitude exceeding by far the amount of the secured portion of DBS' receivables. Thus, the conversion into equity of this secured portion of receivables by DBS represents a real testimony of DBS' trust into Semenarna's future, as DBS could have recovered otherwise the value of its claim by enforcing them and requesting Semenarna to sell the collateral it benefits from as part of a bankruptcy procedure. (100) DBS is a cooperative bank not related to the State (see recital (13)). Thus, this financial operation does not involve State resources. The Commission therefore considers that the conversion into capital of the secured part of DBS's receivables is a valid own contribution, free of aid. 3.3.5.2 Sale of rendudant properties (101) On 26 April 2018, Semenarna had already sold EUR [0;10.0] million out of EUR [0;10.0] million expected proceeds from real estate as part of its restructuring plan. In line with Slovenia's submission dated on 11 April 2018. The Slovenian authorities also submitted that all the purchasers of these premises have been private companies. In particular, the purchaser of

16 One should also consider that the Slovenian competitors of Semenarna are likely to be similarly affected in case for instance of decrease in revenues caused by bad weather conditions and to generate poorer financial performance like Semenarna.

the Kaposvár premises, who is to pay the sale price […], has a credit rating characterised by a "minimal risk" of default according to a rating by an independent expert (Dun & Bradstreet) provided by the Slovenian authorities. Thus, these proceeds can be considered as real, actual and free of any State aid. As a conclusion, the Commission considers that the sale of redundant estate for EUR [0;10.0] million already performed constitutes a valid own contribution, contributing to the early repayment of Semenarna's creditors in line with the MRA 2017. (102) The Commission notes that Semenarna is to sell other redundant properties until the end of the restructuring period for an amount estimated at EUR 0.5 million, with the view of contributing to the restoration of the long-term viability of Semenarna through early repayment of Semenarna's loans. The Commission notes that the Slovenian authorities did not ask for the latter sales to be accounted as own contribution. 3.3.5.3 Write-off of claims by […], […] and […] (103) […], […] and […] are privately-owned ordinary creditors that have granted to Semenarna a write-off amounting EUR [0;1.0] million in 2017. In the absence of information about the recovery rate that these creditors might have expected at that time in case of liquidation of Semenarna, the Commission cannot take this amount into account as a valid own contribution. 3.3.5.4 The financial effect of the efforts aggred by DUTB, NKBM and NLB as part of the MRA 2017 as well as DBS regarding the non secured part of its receivables (104) The Slovenian authorities estimated at EUR [0;2.0] million the contribution attached to the subordination of the non-secured part (Tranche 3) of the DUTB and NKBM's receivables as well as for the unsecured part of DBS' receivables. The Commission considers this calculation as correct, as it is relies on the [0;25%]% recovery rate computed by an independent financial advisor for DUTB, NKBM and DBS's unsecured receivables in case of Semenarna’s bankruptcy. (105) As regards the proposed own contribution (EUR [0.5;2.0] million) attached to the rescheduling of the principal instalments of the secured tranche ("Tranche 1") of DUTB, NKBM and NLB's loans, the Slovenian authorities have computed the difference between the net present value of the principal instalments for the three loans over the 2017-2021 period before and after the reprogramming of their amortisation schedule17. (106) As regards the contribution attached to interest (EUR [0.5;2.0] million): i. Regarding the decrease in interest rate margin for the secured tranche (Tranche 1) of DUTB, NKBM and NLB's loans (EUR [0.5;2.0] million), the Slovenian authorities have computed the difference of the net present value of interest instalments for these three loans over the 2017-2021 period before and after the decrease of the interest rate margin of the loans

17 In both cases without taking into account early repayments due notably to sales of estate already performed as part of the notified restructuring plan. The discount rate used is the sum of the Base rate applicable to Slovenia at the time of signature of the MRA 2017 in February 2017 (- 0,07%) plus 100 bps (see footnote 21), plus additional margin of 400 pbs for the secured portion (Tranche 1) of those loans (well covered by collaterals according to the Slovenian authorities).

from [3%;5%] to [0%;3%], based on the (same) amortisation profile and annual balance of the three loans (secured tranche) before their reprogramming by the 2017 MRA18. ii. Regarding the contribution attached to the savings of interest payment for the unsecured tranche (Tranche 3) of DUTB and NKBM unsecured tranche (EUR [0;1.0] million), the Slovenian authorities have computed the net present value of interest instalments for these two loans over the 2017-2021 period applicable before the subordination of Tranche 319. (107) The Commission finds that the methodology used by the Slovenian authorities to quantify the contribution of DUTB, NKBM and NLB to the restructuring plan (see recital (105)) is valid as regards the quantification of the effect of the rescheduling of the amortisation (principal repayment) profile of the secured part of their loans (Tranche 1). (108) However, the Commission observes that the calculation performed by the Slovenian authorities for quantifying the contribution attached to the interest rate reduction (see recital (106)i) does not correctly account for the change in interest instalments that Semenarna will have to bear as a result of the MRA 2017: the contribution attached to the reduction in interest margin granted by the three aforementioned lenders may rather be computed as the difference of the net present value between (a) the interest instalments at a rate of Base rate (-0,07 %)20, plus 100 pbs21, plus [3%;5%]with based on the amortisation profile (and related balance of loans) before the rescheduling planned in the MRA 201722 and (b) interest instalments due for Tranche 1 at a rate of Base rate (-0,07 %), plus 100 pbs, plus [3%;5%] based on the amortisation profile (and related balance of loans) after the rescheduling planned in the MRA 201723. (109) As far as the proposed contribution relating to savings in interest in Tranche 3 is concerned (see recital (106) ii), the Commission finds that it cannot be validly accounted as own contribution as the recovery that DUTB and NKMB could have reasonably expected from their claims in case of liquidation of Semenarna appears to have been already captured in full as part of the calculation regarding principal (see recitals (104) and (106)ii). (110) Based on the calculation detailed in Annex 1, the Commission estimates at EUR [0.5;2.0] million the contribution attached to the reduction in interest

18 See footnote 17. 19 The discount rate used equals to the base rate applicable to Slovenia at the time of signature of the MRA 2017 in February 2017 (- 0,07%) plus 100 bps (see footnote 21), plus additional margin of 1000 pbs for the unsecured portion (Tranche 3) of those loans. 20 Relevant Base rate for Slovenia in February 2017. 21 The Communication from the Commission on the revision of the method for setting the reference and discount rates (2008/C 14/02) foresees that the "the Commission reserving the right to use shorter or longer maturities adapted to certain cases". Considering that the maturity of the loans at stake is higher than the 1-year maturity underlying the Base Rate, the Commission adds in the present case 100 bps to the Base Rate and interest rate margin (the same reasoning is used in the discount rate, see footnote 17). 22 The Commission considers as valid to take into account the contribution attached to the fact that Semenarna will no longer have to pay interest on Tranche 3 based on Semenarna's submission (by comparison to an interest rate margin of [3%;5%] before the bank agreed on the 2017 MRA). 23 See footnote 17.

margin combined with the principal instalments' reprogramming agreed for Tranche 1 by DUTB, NKMB and NLB.

Absence of aid as part of NLB, DUTB and NKBM restructuring measures part of the 2017 MRA (a) NLB (111) The Slovenian authorities have submitted the following elements to support the fact that those contributions were free of aid regarding the State-owned NLB and DUTB. (112) NLB is a joint stock company under ordinary company law rules, a regulated bank which competes on the market with privately-owned banks and its corporate governance confirms that public authorities have no supervisory or any other powers that would enable any organic link between NLB and the State. (113) Based on NLB's Articles of Association, the State has no influence over NLB corporate governance bodies. Article 20 of the Articles of Association expressly provides that supervisory board of the bank shall consist of 9 members whereby two third of them shall qualify as independent experts. The cited article further sets out that independent experts can be deemed experts who are not employed and were not in the last 24 months prior to the appointment employed with the Government of the Republic of Slovenia and did not hold any leading or managing position in political parties in Slovenia. (114) The Supervisory Board appoints the Management Board of the bank at its meeting. The required quorum for the Supervisory Board meetings is at least half of the Supervisory Board members (Article 23(2) of the Articles of Association) and the Supervisory Board makes its decision with the majority of the votes cast (Article 23(3) of the Articles of Association). Hence, the Slovenian authorities consider that it is thus clear that any resolution which would be adopted due to the votes of members of the Supervisory Board who are not independent experts can occur in rare circumstances. No government authorisation of any kind is set out in the Articles of Association for any decision making, such as the decision of restructuring of the bank’s debtor. (115) In the case of Semenarna’s restructuring, the resolution to consent to entry into the 2017 MRA was adopted by the Credit Committee for legal entities on its 51st regular session on 28/12/2016. The Credit Committee authorised the Sector for Restructuring and the Department for Restructuring of Small and Medium Enterprises. The Slovenian authorities thus consider that the decision was adopted by an ordinary bank decision making body, based on their economic expertise and following the economic assessment of the decision. (116) It follows from the described circumstances that no indicators for imputablity of the action of NLB to the State exist in this case. Hence, the

Slovenian authorities consider that the action by NLB cannot be imputable to the Republic of Slovenia. (117) Besides, the Slovenian authorities submit that it follows from the Credit Committee resolution that the decision was based on the careful ex-ante analysis of the credit worthiness of Semenarna, on the basis of the independent business review of Semenarna by external advisor KF Finance and legal support to the envisaged transactionTherefore, it can be established that by NLB acting as a private creditor Semenarna could not get any advantage. Any existence of State aid is thus excluded also for this reason. Thus, the Slovenian authorities consider that is is evident that NLB acted in accordance with market economy operator in the matter. (118) As a consequence of recitals (116) and (117), the Slovenian authorities consider that NLB's actions towards Semenarna in the context of the 2017 MRA were free of aid. (b) DUTB (119) Regarding DUTB, the Slovenian authorities submit that it is established by the Act Regulating Measures of the Republic of Slovenia to Strengthen the Stability of Banks24. Nonetheless, the main tenet of DUTB was to ensure its independence from political interests and instructions. The Slovenian authorities explain that it expressly follows from the legislative preparatory material that the supervision of the Ministry of Finance over DUTB shall in no event mean that the ministry shall influence DUTB’s business decisions.25 The governance structure set out in the Articles of Association of 23/12/2016 (the version applicable when DUTB was deciding on Semenarna’s restructuring) mimicked the operational organization of a bank and precluded any state influence on business decisions by DUTB. (120) In case of Semenarna’s restructuring, it was the credit committee of DUTB which proposed to the Executive Credit and Investment Committee (“ECIC”) on 26/01/2017 to authorize a long-term debt restructuring agreement from 1/01/2017 to 31/12/2021 under the conditions denoted in the Agreement on Financial Restructuring. The members of ECIC (whereof no one was a government representative) unanimously approved the action proposed by the Creditor Committee. (121) The Slovenian authorities consider that based on the Stardust Marine imputability indicators, DUTB’s decision to enter into the 2017 MRA of Semenarna was not imputable to the Republic of Slovenia. (122) Further to that, the Slovenian authorities explain that DUTB based its decision on independent business review of Semenarna by KF Finance prepared in January 2017, hence before the entry into the 2017 MRA, and considering the value of its collateral and position as partly secured and partly unsecured creditor in case of Semenarna’s bankruptcy and in case of successful restructuring of Semenarna. The Commission considers that this can be deemed as the analysis that a prudent private creditor would undertake in market circumstances.

24 Official Gazette of the Republic of Slovenia, no. 105/12 as amended "ZUKSB". 25 Ibid., page 9.

(123) The Slovenian authorities thus consider that the circumstances of the transactions stated above and the business/economic assessment on Semenarna’s debt restructuring carried out at the creditor committees of NLB and DUTB jointly corroborate that NLB and DUTB acted in accordance with market economy operator principle. (124) In view of the above-mentioned facts DUTB's action as part of the 2017 MRA were not imputable to the Republic of Slovenia, and furthermore, DUTB acted in accordance with market economy operator principle. The Slovenian authorities thus claim that DUTB’s actions thus did not constitute State aid. Conclusion on the absence of aid related to the restructuring measures by NLB and DUTB (125) As a conclusion, the Commission has not found any evidence indicating that the State influenced the decisions of the NLB and DUTB banks concerned in relation to the 2017 MRA, within the meaning of the Stardust Marine case 26 law . On the contrary, the above-mentioned facts submitted by Slovenia demonstrate that each of the banks assessed the proposed restructuring terms based on economic considerations and in line with their standard internal decision-making processes. The Commission also finds that the circumstances are similar to the Cimos case27 in which the Commission concluded that the decisions of NLB and NKBM were not imputable to the State. Therefore, the Commission considers that the decisions of NLB and DUTB to participate in measure 1 are not imputable to the State as well as compliant with the market economy creditor principle in view of facts detailed in recitals (117) and (122). As conclusion, those measures are free of aid. (c) NKBM (126) The Commission also observes that considering NKBM's shareholding controlled by the Apollo fund and the EBRD at the time of the adoption of the 2017 MRA, NKBM's action towards Semenarna within the context of this 2017 MRA did not involve State resources. As a consequence, the Commission considers it is also free of aid. (127) Therefore, the reduction in interest rates and the reprogramming of loans and conversion into receivables from NKBM, NLB and DUTB are free of aid and constitute a valid own contribution. (128) On the basis of the above, Semenarna's own contribution amounts to EUR 8.3 million, which represents 73% of the restructuring costs, in compliance with the requirement foreseen on the point 64 of the R&R Guidelines. This own contribution is summarised in Table 6.

26 Judgment in French Republic v Commission (Stardust Marine), C-482/99, EU:C:2002:294. 27 Commission Decision of 8.6.2015 on the State aid SA.37792 (2014/C) (ex 2013/N) which Slovenia is planning to implement for the Cimos Group.

Table 6 - Own contribution compliant with the R&R Guidelines (EUR million)

Restructuring costs Business restructuring (see detail in Table 1) [2.0;4.0] Repayment of DBS' bridge loan [2.0;4.0] Other financial restructuring costs [0;10.0] Total restructuring costs 11.3

Sources of financing State aid (loan) 3.0 (27%) Capital increase (conversion of the secured part of DBS' 0.5 receivable into capital) Contribution attached to the approval by DUTB, NKBM and [0.5;2.0] NLB as part of the MRA 2017 (secured claims – Tranche 1) of a reduction in interest rate margin and of a reprogramming of their secured loans (see recital(110)) Financial effect of the conversion of the non secured part of [0;2.0] DBS receivable into capital and subordination of the non secured tranche ("Tranche 3") of NKBM and DUTB's claims Write-off of claims by […], […] and […] 0 Sale of redundant real estate and Rodovita stores already [0;10] performed Total own contribution 8.3 (73%) Total resources 11.3

(129) Furthermore, the Slovenian authorities explain that the cash outflows from Semenarna to holders of equity and/or subordinated debt holders (subordinated debt principal and interest payments and dividends) will be prevented during the restructuring period; also, Semenarna shall not recommend or propose to the general meeting or the supervisory board to pay (actively or passively) dividend or any other measure with a similar economic effect ; DBS as shareholder fully absorbed Semenarna’s losses by converting its entire receivables into Semenarna’s equity; additionally, […] prevents both profit distribution and any measures with a similar economic effect; and further, subordinated creditors renounced their principals and interest payments (except in exceptional circumstances such as bankruptcy, change of control or if a profit distribution was made to shareholders). The Commission thus considers that the point 66 of the R&R guidelines relating to burden sharing is fulfilled. While based on point 69 of the R&R guidelines, the Commission is not required to require a contribution from senior debt holders to the restoration of the beneficiary's equity position, it notes that the decrease in interest rate and reprogramming of principal repayment schedule that they granted to Semenarna as part of the 2017

MRA (see recital (23)) will have a beneficial effect on Semenarna's profitability over the restructuring period. (130) Lastly, the Commission notes that the aforementioned own contributions make it possible for Semenarna to solve its liquidity problems similarly to the State aid by providing it with the financial resources to repay the DBS bridge loan and pay for the business restructuring measures proving indispensable for its survival. The reprogramming of the aforementioned secured part of NLB, DUTB and NKMB's loans together with the State loan allows Semenarna to reach a repayment profite of its financial liabilities in line with its debt serving capacities. 3.3.6 Negative effects 3.3.6.1 One time last time (131) According to point 71 of the R&R Guidelines, if the firm concerned has already received rescue or restructuring aid in the past, including any un- notified aid, and where less than 10 years have elapsed since the rescue aid was granted or the restructuring period came to an end or implementation of the restructuring plan has been halted (whichever is the latest), the Commission will not allow further rescue or restructuring aid. (132) The Slovenian authorities declared that Semenarna has not previously received any rescue aid, restructuring aid or temporary restructuring support in the last 10 years. Therefore, the Commission finds that the the 'one time, last time' principle (point 70 and following of the R&R Guidelines) is met in the case at stake. 3.3.6.2 Avoidance of undue distorsions of competition (133) Pursuant to point 76 of the R&R Guidelines, when restructuring aid is granted, measures must be taken to limit distortions of competition, so that adverse effects on trading conditions are minimised as much as possible and positive effects outweigh any adverse ones. According to point 87 of the R&R Guidelines, the extent of the measures to limit distorsions of competition will depend on several factors, such as, in particular the size and nature of the aid. According to point 90, greater degrees of own contribution and burden sharing than those required under section 3.5.2 of the R&R Guidelines, by limiting the amount of aid and moral hazard, may reduce the necessary extent of measures to limit distortions of competition. (134) The Slovenian authorities mentioned in the Restructuring plan several measures aimed at limiting the distortion implied by the State aid loan on competition. (135) Firstly, Semenarna will implement the following structural measures: (i) closure of Rodovita stores (ii) waiver of part of its revenues from the sale of vegetable seeds in retail sales28. The Rodovita business generated an average turnover of about EUR [1.5;3.5] million over the 2014-2016 period, before the beginning of the restructuring period, and a strictly positive profit based

28 Namely by discontinuing the production and sale of 14 items from the […], 17 items from the […], 12 items from the […], 29 items from the […] and 22 items from the […].

on information submitted by the Slovenian authorities29. This voluntary disvestment includes selling the three related Rodovita stores owned by Semenarna as part of the restructuring plan. This release of capacities will facilitate the competitor’s entry or expansion on the retail market for seeds in Slovenia, since the real estate has been adapted to the sale of such products. (136) Secondly, the Slovenian authorities also submitted that Semenarna will voluntarily give up a higher growth than it could achieve, considering the compound annual growth rate (CAGR) in the segment; moreover, it will impose some self-limitations in the expansion of the retail network through Kalia stores. The Slovenian authorities estimated that Semenarna will voluntarility renounce to earn EUR 20.2 million less revenues than it could if it pursued the expected level of growth of the European market. (137) Third, Semenarna will also refrain from acquiring shares in any company during the restructuring period unless it proves indispensable to ensure its long-term viability and is approved by the Commission as a modification of the restructuring plan. It will also refrain from publicising State support as a competitive advantage when marketing its products and services. (138) The Commission notes that the Slovenian authorities failed to provide evidence of Sermenarna's ability to achieve the growth evoked in recital (136). Thus, the Commission considers that the fact that Semenarna renounces to grow at the same rythmus as the market CAGR (see recital (136)) is not a valid compensatory measure. (139) However, the Commission considers that the closure of Rodovita stores represents an important structural compensatory measure in relation to criterion 78 of the R&R Guidelines as it represents [5%;10%] of Semenarna's turnover (based on 2016 figures), also noting that the Slovenian authorities have submitted evidence that this was not a loss-making activity. (140) The Commission also notes that this voluntary withdrawal from the market corresponds to a renouncement to a turnover of circa EUR [1.5;3.5] million (see recital(135)), which outweighs, in terms of turnover, the additional revenues that Semenarna expects to get from the opening of […] at the end of the restructuring period (EUR 0.84 million, based on Slovenia's submission) as well as increase in export sales expected from the restructuring measures (EUR [0;0.25] million in 2021). (141) Moreover, Slovenia explained that Semenarna's partial expansion (in […] channel and exports) is necessary to restore its viability on the market and shall thus can be considered as a permitted measure essential to ensure its viability and not as envisaged use of State aid for unpermitted purposes. Point 84 of the R&R guidelines indeed provides for an exception to the general prohibition of funding investments or expansion of the beneficiary’s presence in existing or new markets "where indispensable to ensure the long-term viability of the beneficiary”. The Commission finds that the size

29 According to the Slovenian authorities, the impact of Semenarna voluntarily renouncing to selling certain vegetable seeds corresponds to a turnover EUR [0;1.5] million per annum.

of the expansion expected by Semenarna does not exceed what is needed to restore its viability on the market and thus is a permitted measure. (142) Thus, taken as a whole, it appears that the compensatory measures proposed are proportionate to the size and relative importance of Semenarna on the market and adequate to address the distortions of competition. In view of the above, the proposed measures constitute a genuine compensation for the distortion of competition caused by the granting of the aid and are adequate to ensure that the adverse effects on trading conditions resulting from the aid are minimised. (143) Consequently, the aforementioned compensatory measures comply with points section 3.6.2.1 of the R&R Guidelines. 3.4 Transparency (144) The Commission considers that the compatibility criterion laid down in section 3.7 of the R&R Guidelines has been fulfilled, as the Slovenian authorities have committed to publish the aid granting decision and meet other transparency requirements on the following official websites of the Slovenian authorities: www.mgrt.gov.si and www.mf.gov.si. 3.5 Conclusion on compatibility (145) In view of the above, the Commission considers that the restructuring aid to Classen fulfils all the conditions laid down in the R&R Guidelines.

4. CONLUSION (146) The Commission has accordingly decided not to raise objections to the restructuring aid on the grounds that it is compatible with the internal market pursuant to Article 107(3)(c) of the Treaty on the Functioning of the European Union. (147) Moreover, the Commission recalls the beneficiary's obligation to fully implement the restructuring plan30, Slovenia's duty to ask the Commission to agree to changes to the restructuring plan31, as well as Slovenia's obligation to submit annual reports to the Commission during the restructuring period32. Finally, the Commission must be notified of any plans to grant new aid to the beneficiary during the restructuring period, even in accordance with a scheme that has already been authorised. (148) Due to the urgent need to adopt and address a decision relating to the State aid at stake, the Slovenian government exceptionally agreed by letter dated 17 May 2018 to waive its rights deriving from Art. 342 TFEU in conjunction with Art. 3 of the EC Regulation 1/1958 and to have this decision adopted and notified pursuant to Article 297 of the Treaty in English.

If this letter which should not be disclosed to third parties, please inform the Commission within fifteen working days of the date of receipt. If the Commission does not receive a reasoned request by that deadline, you will be deemed to agree to the disclosure to third

30 R&R Guidelines, point 122. 31 R&R Guidelines, point 124. 32 R&R Guidelines, point 131.

29 parties and to the publication of the full text of the letter in the authentic language on the Internet site: http://ec.europa.eu/competition/elojade/isef/index.cfm.

Your request should be sent electronically to the following address:

European Commission Directorate-General Competition State Aid Greffe B-1049 Brussels Fax: +32 2 296 12 42 [email protected]

Done at Brussels,

For the Commission

Margrethe VESTAGER Member of the Commission

Annex 1 – Detail of own contribution attached to the restructuring of secured loans granted by NLB, NKBM and DUTB as part of the 2017 MRA

TRANCHE 1

THE PRINCIPAL OF THE TRANCHE 1 pre-MRA 2017 […] 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 NLB 9,320,348 9,320,348 8,433,934 7,360,907 0 BAMC 6,462,272 6,462,272 5,648,137 4,662,606 0 NKBM 1,356,756 1,356,756 1,212,208 1,037,230 0 TOTAL (A) 17,139,376 17,139,376 15,294,280 13,060,743 0

2017 2018 2019 2020 2021 Interest before restructuring [=A (average N-1 / N) x B] 759,274 718,405 628,064 289,295 0 Interest rate [Base Rate + 1% +[3%;5%] ] (B) 4.43% 4.43% 4.43% 4.43% 4.43% Period 1 2 3 4 5 Discount factor [Base Rate + 1%+4%] 0.9530 0.9082 0.8656 0.8249 0.7861 Present value of interest 723,601 652,485 543,632 238,640 0 Total present value of interest (1) 2,158,357 Repayment of principal of loans from regular repayments 0 1,845,096 2,233,537 13,060,743 Present value of principal 0 1,675,790 1,933,278 10,773,807 Total present value of principal (2) 14,382,874

THE PRINCIPAL OF THE TRANCHE 1 post-MRA 2017 (amortisation schedule foreseen in the MRA 2017) 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 NLB 9,320,348 9,163,684 8,843,263 8,416,036 7,882,002 7,561,581 0 BAMC 6,462,272 6,349,979 6,118,879 5,810,745 5,425,578 5,194,478 0 NKBM 1,356,756 1,333,093 1,284,614 1,219,975 1,139,176 1,090,697 0 TOTAL (C) 17,139,376 16,846,756 16,246,756 15,446,756 14,446,756 13,846,756 0

2017 2018 2019 2020 2021 2022 Interest after restructuring [=C (average N-1 / N) x D] 582,862 567,554 543,544 512,674 485,234 Interest rate [Base Rate + 1% + [0%;3%]] (D) 3.43% 3.43% 3.43% 3.43% 3.43% Period 1 2 3 4 5 6 Discount factor [Base Rate + 1%+4%] 0.9530 0.9082 0.8656 0.8249 0.7861 0.7492 Present value of interest 555,477 515,475 470,474 422,905 381,463 0 Total present value of interest (3) 2,345,794 Repayment of principal of loans from regular repayments 292,620 600,000 800,000 1,000,000 600,000 13,846,756 Present value of principal 278,872 544,944 692,454 824,900 471,686 10,374,090 Total present value of principal (4) 13,186,945

Contribution attached to Tranche 1 (interest rate margin reduction & reprogramming) (=1+2-3-4) [0.5;2.0] (EUR million)