Podravka d.d. — M&A Activity 2015

Oct 22, 2015

Koprivnica, 22nd October 2015

- THE ZAGREB STOCK EXCHANGE

• - CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY
• - CROATIAN NEWS AGENCY
• - COMPANY WEB SITE

Re: Submitting a takeover offer regarding shares of the company ŽITO, d.d. - Notice

Pursuant to the provisions of the Capital Market Law and the Rules of the Zagreb Stock Exchange, the company PODRAVKA d.d., Ante Starčevića 32, Koprivnica, PIN: 18928523252 (hereinafter: PODRAVKA or assumer), hereby informs of submitting takeover offer for all of the shares of company ŽITO prehrambena industrija, d.d., Šmartinska cesta 154, 1000 Ljubljana, Slovenia (hereinafter: Žito Inc.) having ticker ZTOG and ISIN code SI0031108440.

Žito d.d. is the issuer of 355,792 ordinary, freely transferable shares on the name, issued in nonmateriliazed form and registered at the central securities register with KDD - Centralni klirinško depotni družbi, d.d. Ljubljana. The stated shares are being traded on the official securities market – Ljubljana Stock Exchange (Ljubljanska burza d.d.)

On the day of publishing takeover intent, PODRAVKA holds 183,386 shares of Žito d.d., that represents 51.54 % of all shares with the voting right of Žito d.d.

Compliant to Article 32 of the Takeover Act of the Republic of Slovenia, PODRAVKA received from the Public Agency of the Republic of Slovenia for protection of market competition on the 19th October 2015 a permission to submit a takeover offer, for 172.406 of freely transferable shares to the name, issued in nonmaterialized form and registered with the Central register of securities at KDD, no. 40201-13/2015-8. In this takeover offer PODRAVKA is offering EUR 180.1 for purchasing of every individual share of Žito d.d.

Compliant to Article 33 of the Takeover Act of the Republic of Slovenia, PODRAVKA informed the Ljubljanska burza, d.d., KDD – Central clearing and depositing Agency, Public agency of the Republic of Slovenia for protection of market competition, broker agencies in the Republic of Slovenia, Management Board of Žito d.d., representatives of employees of Žito d.d. and representatives of employees of PODRAVKA as the taking-over company and made sure that the media release on takeover be in the daily newspaper Delo on 22th October 2015.

The takeover bid is valid from 23rd October 2015 till 23rd November 2015 till 12.00 AM.

Activities regarding takeover offer on behalf and for the account of PODRAVKA is performed by ILIRIKA, borzno posredniška hiša, d.d. Ljubljana.

PODRAVKA d.d.