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IMPORTANT NOTICE You Must Read the Following Before Continuing IMPORTANT NOTICE You must read the following before continuing. The following applies to the Offering Memorandum dated April 20, 2012 attached to this e-mail, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from us as a result of such access. This Offering Memorandum has been prepared in connection with the offer and sale of the Notes described therein. The Offering Memorandum and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE NOTES DESCRIBED IN THE ATTACHED OFFERING MEMORANDUM IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘U.S. SECURITIES ACT’’) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD: (1) WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT (‘‘RULE 144A’’) ONLY TO PERSONS THAT ARE QUALIFIED INSTITUTIONAL BUYERS (EACH A ‘‘QIB’’) WITHIN THE MEANING OF RULE 144A ACTING ON THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QIB; AND (2) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT (‘‘REGULATION S’’)) IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S. THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON UNLESS SUCH PERSON IS A QIB IN ACCORDANCE WITH RULE 144A. DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to receive the attached Offering Memorandum or to make an investment decision with respect to the Notes described therein, (1) each prospective investor in respect of the Notes being offered pursuant to Rule 144A must be a QIB, and (2) each prospective investor in respect of the Notes being offered outside the United States in an offshore transaction pursuant to Regulation S must be a person other than a U.S. person. By accepting this e-mail and accessing the Offering Memorandum, you shall be deemed to have represented to us that (1) in respect of the Notes being offered pursuant to Rule 144A, you are (or the person you represent is) a QIB, and that the e-mail address to which, pursuant to your request, the attached Offering Memorandum has been delivered by electronic transmission is utilized by a QIB, or (2) in respect of the Notes being offered outside of the United States in an offshore transaction pursuant to Regulation S, you are (or the person you represent is) a person other than a U.S. person, and that the e-mail address to which, pursuant to your request, the attached Offering Memorandum has been delivered by electronic transmission is utilized by a person other than a U.S. person, (3) you are a person to whom the attached Offering Memorandum may be delivered in accordance with the restrictions set out in ‘‘Transfer Restrictions’’ in the attached Offering Memorandum, and (4) you consent to the delivery of such Offering Memorandum by electronic transmission. You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the Offering Memorandum may be lawfully delivered and you may not, nor are you authorized to, deliver the Offering Memorandum to any other person or make copies of the Offering Memorandum. The Offering Memorandum has not been approved by an authorized person in the United Kingdom. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) received by it in connection with the issue or sale of the securities other than in instances in which Section 21(1) of the FSMA does not apply to us. The Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither (i) Agrokor d.d. or any of its affiliates, nor (ii) the Initial Purchasers named in the Offering Memorandum or any person who controls any of them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any alterations to the Offering Memorandum distributed to you in electronic format. This e-mail and the attached document are intended only for use by the addressee named herein and may contain legally privileged and/or confidential information. If you are not the intended recipient of this e-mail, you are hereby notified that any dissemination, distribution or copying of this e-mail and the attached document is strictly prohibited. If you have received this e-mail in error, please immediately notify the sender by reply e-mail and permanently delete all copies of this e-mail and destroy any printouts of it. This document constitutes the listing particulars (the ‘‘Listing Particulars’’) in connection with the application to have the Notes admitted to the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof. These Listing Particulars include the Offering Memorandum dated April 20, 2012 (the ‘‘Offering Memorandum’’) attached hereto. Application has been made for these Listing Particulars to be approved by the Irish Stock Exchange; these Listing Particulars are provided only for the purpose of obtaining approval of admission of the Notes to the Official List of the Irish Stock Exchange and admission for trading on the Global Exchange Market and shall not be used or distributed for any other purposes. These Listing Particulars are dated as of May 1, 2012. OFFERING MEMORANDUM NOT FOR GENERAL CIRCULATION IN THE UNITED STATES 19NOV200909044168 Agrokor d.d. E300,000,000 9.875% Senior Notes due 2019 Guaranteed on an unsecured senior basis by certain subsidiaries of Agrokor d.d. Agrokor d.d., a company incorporated under the laws of Croatia (the ‘‘Issuer’’), is offering (the ‘‘Offering’’) A300,000,000 aggregate principal amount of its 9.875% Senior Notes due 2019 (the ‘‘Notes’’). Certain of the Issuer’s subsidiaries, including Agrokor trgovina d.d., Jamnica d.d., Konzum d.d., Ledo d.d., Ledo d.o.o. Citluk,ˇ PIK Vinkovci d.d., Sarajevski kiseljak d.d. and Zvijezda d.d. (each, a ‘‘Subsidiary Guarantor’’ and, collectively, the ‘‘Subsidiary Guarantors’’) will guarantee the due and punctual payment of all amounts due and payable in respect of the Notes (the ‘‘Note Guarantees’’). The Issuer will pay interest on the Notes semi-annually in arrears on each May 1 and November 1 in each year, commencing November 1, 2012. The Notes will bear interest at a rate of 9.875% per annum. The Notes will mature on May 1, 2019. The Notes and the Note Guarantees will be senior indebtedness of the Issuer and each Subsidiary Guarantor, respectively, and will rank pari passu in right of payment with all existing and future senior indebtedness of the Issuer and the Subsidiary Guarantors, senior in right of payment to any future subordinated indebtedness of the Issuer and the Subsidiary Guarantors and effectively subordinated to any existing and future secured indebtedness of the Issuer and the Subsidiary Guarantors to the extent of the value of the assets securing such indebtedness. At any time prior to May 1, 2015, the Issuer may, at its option, redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest (if any) plus a ‘‘make whole’’ premium. The Issuer also may redeem the Notes on or after May 1, 2015, in whole or in part, at its option at a redemption price equal to the principal amount thereof plus accrued and unpaid interest and a redemption premium and certain additional amounts (if any) to the redemption date. In addition, on or prior to May 1, 2015, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds from specified equity offerings, provided that at least 65% of the aggregate principal amount of the Notes remain outstanding after the redemption. In the event of certain developments affecting taxation or certain other circumstances, the Issuer may redeem the Notes in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest (if any) and additional amounts (if any) to the date of redemption. If the Issuer undergoes a change of control or sells certain of the assets of the Group (as defined herein), the Issuer may be required to make an offer to purchase the Notes. See ‘‘Description of Notes.’’ This offering memorandum includes information on the terms of the Notes and the Note Guarantees, including redemption and repurchase prices, covenants and transfer restrictions.
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