Obligation Agrokora 10% ( XS0471612076 ) en EUR

Agrokora

100 % ⇌

Croatie

XS0471612076 ( en EUR )

10% par an ( paiement annuel )

07/12/2016 - Obligation échue

Prospectus brochure de l'obligation Agrokor XS0471612076 en EUR 10%, échue

50 000 EUR

550 000 000 EUR

Agrokor était un conglomérat agroalimentaire croate, autrefois l'un des plus grands employeurs du pays, qui a fait faillite en 2017 après avoir accumulé une dette massive.

L'obligation XS0471612076 émise par Agrokor en Croatie, d'une valeur nominale totale de 550 000 000 EUR, avec un coupon de 10% payable annuellement, échéant le 07/12/2016 et négociée par tranches minimales de 50 000 EUR, a atteint sa maturité et a été intégralement remboursée à un prix de 100%.

LISTING PROSPECTUS

Agrokor d.d.
150,000,000 10% Senior Notes due 2016
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") 150,000,000 aggregate principal amount of
its 10% Senior Notes due 2016 (the "Additional Notes"). The Additional Notes are being offered as additional Notes under an indenture dated as of
December 7, 2009 (the "Indenture") pursuant to which the Issuer issued 400,000,000 of 10% Senior Notes due 2016 (the "Original Notes" and,
together with the Additional Notes, the "Notes"). The Additional Notes and the Original Notes will constitute a single class for all purposes under the
Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
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, 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 "Guarantees"). The Issuer will pay interest on the Additional Notes semi-
annually in arrears on each June 7 and December 7 in each year, commencing June 7, 2011 at a rate of 10% per annum. The Notes will mature on
December 7, 2016.
The Notes and the 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 December 7, 2013, 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 December 7, 2013, 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 December 7, 2013, the Issuer may
redeem up to 35% of the original principal amount of the Notes with the net cash proceeds from specified equity offerings at a redemption price equal
to 110% of the principal amount thereof plus accrued and unpaid interest (if any) to the redemption date, provided that at least 65% of the original
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 Group's assets, the Issuer may be required to make an offer to purchase the Notes. See "Description of the Notes".
This listing prospectus includes information on the terms of the Additional Notes and the Guarantees, including redemption and repurchase prices,
covenants and transfer restrictions.
Application has been made to admit the Additional Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro
MTF Market ("Euro MTF"). This listing prospectus constitutes a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on
Prospectuses for Securities.
The Additional Notes will be issued in denominations of 50,000 and in integral multiples of 1,000 in excess thereof. On the closing date of the
Offering, global notes representing the Additional Notes will be deposited and registered in the name of a nominee of a common depositary for
Euroclear Bank S.A./NV ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream"). The Additional Notes were delivered to the
Initial Purchasers (as defined herein) on January 20, 2011 against payment therefor in immediately available funds.
You should carefully consider the risk factors beginning on page 10 before investing in the Notes.

Offering Price of the Additional Notes: 107.75% plus accrued interest from December 7, 2010.

We have not registered and will not register the Additional Notes or the related Guarantees under the US federal securities laws or the securities laws of
any other jurisdiction. The Initial Purchasers are offering the Additional Notes and the related Guarantees only to (i) "qualified institutional buyers" in
reliance on Rule 144A of the US Securities Act of 1933, as amended (the "US Securities Act"), and (ii) to certain persons outside the United States in
accordance with Regulation S of the US Securities Act. See "Important Information for Investors," "Notice to Certain European Investors," "Plan of
Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
Joint Bookrunners
BNP PARIBAS

UniCredit (Zagrebacka banka)
Co-managers
Erste Group Privredna banka Zagreb, a bank of Intesa Sanpaolo
Raiffeisen Bank International AG

Société Générale

The date of this Listing Prospectus is 7 February 2011.

TABLE OF CONTENTS
Important Information for Investors ....................................................................................................................
i
Notice to New Hampshire Residents ...................................................................................................................
ii
Notice To Certain European Investors .................................................................................................................
iii
Limitation on Enforcement of Civil Liabilities ....................................................................................................
v
Information Regarding Forward Looking Statements .........................................................................................
vi
Presentation of Financial, Market and Other Information ...................................................................................
viii
Currency Presentation ..........................................................................................................................................
x
Historical Exchange Rate Information .................................................................................................................
x
Certain Definitions ...............................................................................................................................................
xi
Summary ..............................................................................................................................................................
1
Summary Consolidated Financial Information and Other Data ...........................................................................
8
Risk Factors .........................................................................................................................................................
10
Use of Proceeds ...................................................................................................................................................
25
Capitalization .......................................................................................................................................................
26
Selected Consolidated Financial Information and Other Data .............................................................................
27
Management's Discussion and Analysis of Financial Condition and Results of Operations ..............................
29
Business Description ...........................................................................................................................................
57
Management ........................................................................................................................................................
76
Principal Shareholders and Share Capital ............................................................................................................
79
Certain Relationships and Related Party Transactions ........................................................................................
80
Description of Other Financing Arrangements ....................................................................................................
81
Description of Notes ............................................................................................................................................
91
Book Entry, Delivery and Form ..........................................................................................................................
139
Tax Considerations ..............................................................................................................................................
143
Benefit Plan Investor Considerations ...................................................................................................................
150
Plan of Distribution ..............................................................................................................................................
151
Transfer Restrictions ............................................................................................................................................
154
Legal Matters .......................................................................................................................................................
157
Independent Auditors ...........................................................................................................................................
157
Where You Can Find Additional Information .....................................................................................................
158
Listing and General Information ..........................................................................................................................
159
Index to the Financial Statements ........................................................................................................................
F-1

IMPORTANT INFORMATION FOR INVESTORS
We accept responsibility for the information contained in this listing prospectus (the "Listing Prospectus") and,
to the best of our knowledge (having taken reasonable care to ensure that such is the case), the information is in
accordance with the facts and contains no omission likely to affect the import of such information. As used in this Listing
Prospectus, unless the context otherwise requires, references to the "Issuer" are to Agrokor d.d. and references to
"Agrokor," "we," "us," "our," the "Group" and the "Agrokor Group" are to Agrokor d.d. and its consolidated
subsidiaries.
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other provision of
or rule under the US Securities Act.
This Listing Prospectus is based on information provided by us and other sources believed by us to be reliable.
BNP Paribas, UniCredit (Zagrebacka banka), Erste Group Bank AG, Privredna banka Zagreb d.d., Raiffeisen Bank
International AG and Société Générale (the "Initial Purchasers") are not responsible for, and are not making any
representation or warranty to you concerning, our future performance or the accuracy or completeness of this Listing
Prospectus.
In making an investment decision regarding the Additional Notes offered hereby, you must rely on your own
examination of the Issuer and the Subsidiary Guarantors and the terms of this Offering, including the merits and risks
involved. You should rely only on the information contained in this Listing Prospectus. We have not, and the Initial
Purchasers have not, authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should assume that the information appearing in this
Listing Prospectus is accurate as of the date on the front cover of this Listing Prospectus only. Our business, financial
condition, results of operations and the information set forth in this Listing Prospectus may have changed since that date.
You should not consider any information in this Listing Prospectus to be investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice
regarding purchasing the Additional Notes. We are not, and the Initial Purchasers are not, making any representation to
any offeree or purchaser of the Additional Notes regarding the legality of an investment in the Additional Notes by such
offeree or purchaser under appropriate investment or similar laws. This Listing Prospectus is to be used only for the
purposes for which it has been published.
We obtained the market data used in this Listing Prospectus from internal surveys, industry sources and
currently available information. These sources include the Croatian Bureau of Statistics and other publicly available
information. We have obtained information regarding the food retail market from the market research bureau GfK
Consumer Tracking, regarding the ice cream and frozen food market and the edible oils and margarine market from the
market research bureau MEMRB and regarding the water and beverage market from the Croatian Association of Water
and Beverages Producers, as well as from other sources. Although we believe that our sources are reliable, you should
keep in mind that we have not independently verified information we have obtained from industry and governmental
sources and that information from our internal surveys has not been verified by any independent sources. We accept
responsibility for having correctly reproduced information obtained from industry publications or public sources. See
"Presentation of Financial, Market and Other Information--Certain Market Data."
The contents of our website do not form any part of this Listing Prospectus.
We may withdraw this Offering at any time, and we and the Initial Purchasers reserve the right to reject any
offer to purchase the Additional Notes in whole or in part and to sell to any prospective investor less than the full amount
of the Additional Notes sought by such investor. The Initial Purchasers and certain related entities may acquire a portion
of the Additional Notes for their own accounts.
The Additional Notes and the related Guarantees have not been and will not be registered under the
US Securities Act or the securities laws of any state of the United States and may not be offered or sold within the United
States or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act
("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the US Securities Act.
The Additional Notes and the related Guarantees are being offered and sold outside the United States in reliance
on Regulation S and within the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the
US Securities Act ("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Additional Notes may
be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A. For a
i

description of these and certain other restrictions on offers, sales and transfers of the Additional Notes and the
distribution of this Listing Prospectus, see "Transfer Restrictions."
The Additional Notes and the Guarantees have not been approved or disapproved by the US Securities
and Exchange Commission (the "SEC"), any state securities commission in the United States or any other
US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
Offering of the Additional Notes or the accuracy or adequacy of this Listing Prospectus. Any representation to the
contrary is a criminal offence in the United States.
The Additional Notes and the related Guarantees are subject to restrictions on transferability and resale and may
not be transferred or resold except as permitted under the US Securities Act and applicable state securities laws pursuant
to registration thereunder or exemption therefrom. You should be aware that you may be required to bear the financial
risks of this investment for an indefinite period of time.
The distribution of this Listing Prospectus and the offer and sale of the Additional Notes may be restricted by
law in certain jurisdictions. You must inform yourself about, and observe, any such restrictions. See "Important
Information for Investors," "Notice to Certain European Investors" "Transfer Restrictions" and "Plan of Distribution"
elsewhere in this Listing Prospectus. You must comply with all applicable laws and regulations in force in any
jurisdiction in which you purchase, offer or sell the Additional Notes or possess or distribute this Listing Prospectus and
must obtain any consent, approval or permission required for your purchase, offer or sale of the Additional Notes under
the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers
or sales. We are not, and the Initial Purchasers are not, making an offer to sell the Additional Notes or a solicitation of an
offer to buy any of the Additional Notes to any person in any jurisdiction except where such an offer or solicitation is
permitted.
IN CONNECTION WITH THIS OFFERING THE STABILIZING MANAGERS (OR AFFILIATES
ACTING ON BEHALF OF THE STABILIZING MANAGERS) MAY OVER-ALLOT ADDITIONAL NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
ADDITIONAL NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGERS (OR AFFILIATES
ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE STABILIZING ACTION.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE
BROUGHT TO AN END AFTER A LIMITED TIME.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
ii

NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area This Listing Prospectus has been prepared on the basis that all offers of the Notes
will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive"), as
implemented in member states of the European Economic Area (the "EEA"), from the requirement to produce a
prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the
Notes should only do so in circumstances in which no obligation arises for us or any of the Initial Purchasers to produce a
prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do they authorize, the making of any
offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the
final placement of the Additional Notes contemplated in this Listing Prospectus.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a "Relevant
Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), the offer is not being made and will not be made to the
public of any Notes which are the subject of the Offering contemplated by this Listing Prospectus in that Relevant
Member State, other than: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if
not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has
two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more
than 43,000,000; and (iii) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated
accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such
offer of the Notes shall require us or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive. For the purposes of this provision, the expression an "offer of Notes to the public" in relation to the Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as
the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that
Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
Austria The Notes may be offered and sold in Austria only in accordance with the provisions of the Banking
Act, the Securities Supervision Act of Austria (Bankwesengesetz and Wertpapieraufsichtsgesetz) and any other
applicable Austrian law. The Notes have not been admitted to public offer in Austria under the provisions of the Capital
Markets Act or the Investment Fund Act or the Exchange Act (Kapitalmarktgesetz, Investmentfondsgesetz or
Borsengesetz). Consequently, in Austria, the Notes may not be offered or sold directly or indirectly by way of a public
offering in Austria and will only be available to a limited group of persons within the scope of their professional
activities.
Croatia The Notes may only be offered, sold and acquired, in the Republic of Croatia in accordance with the
Capital Market Act (Official Gazette of the Republic of Croatia Narodne novine Nos. 88/2008, 146/2008 and 74/2009)
(the "Capital Market Act," Zakon o trzistu kapitala). This Listing Prospectus has not been submitted for clearance by the
Croatian Financial Services Supervisory Agency, and accordingly, the Notes may not be, and are not being, offered or
advertised publicly. The Notes will only be offered to and this Listing Prospectus and any other offering material in
relation to the Notes is directed only at persons who are qualified investors (kvalificirani ulagatelji) within the meaning
of Article 343, point 6 of the Capital Market Act. The definition of the "qualified investors" under the abovementioned
provision of the Capital Market Act corresponds in its material scope to the definition of the same term under the
Prospectus Directive.
France This Listing Prospectus has not been prepared in the context of a public offering in France within the
meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement Général of the
Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to the AMF.
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and sales of
the Notes will only be made in France to providers of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de
tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle restreint
d'investisseurs) acting for their own accounts, as defined in and in accordance with Articles L. 411-2 and D. 411-1 of the
Code of Monétaire et Financier. Neither this Listing Prospectus nor any other offering material may be distributed to the
public in France.
Germany The Offering of the Notes is not a public offering in the Federal Republic of Germany. The Notes
may only be offered, sold and acquired in accordance with the provisions of the Securities Prospectus Act of the Federal
Republic of Germany (the "Securities Prospectus Act," Wertpapierprospektgesetz, WpPG), as amended, and any other
applicable German law. No application has been made under German law to publicly market the Notes in or out of the
Federal Republic of Germany. The Notes are not registered or authorized for distribution under the Securities Prospectus
Act and accordingly may not be, and are not being, offered or advertised publicly or by public promotion. Therefore, this
iii

Listing Prospectus is strictly for private use and the offer is only being made to recipients to whom the document is
personally addressed and does not constitute an offer or advertisement to the public. The Notes will only be available to
and this Listing Prospectus and any other offering material in relation to the Notes is directed only at persons who are
qualified investors (qualifizierte Anleger) within the meaning of Section 2, No. 6 of the Securities Prospectus Act. Any
resale of the Notes in Germany may only be made in accordance with the Securities Prospectus Act and other applicable
laws.
The Netherlands The Notes (including rights representing an interest in each global note that represents the
Notes) may not be offered or sold to individuals or legal entities in The Netherlands unless a prospectus relating to the
offer is available to the public which is approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële
Markten) or by a supervisory authority of another member state of the European Union (the "EU"). Article 5:3 Financial
Supervision Act (the "FSA") and article 53 paragraph 2 and 3 Exemption Regulation FSA provide for several exceptions
to the obligation to make a prospectus available such as an offer to qualified investors within the meaning of article 5:3
FSA.
Spain This Offering has not been registered with the Comisión Nacional del Mercado de Valores (the
"CNMV") and therefore the Notes may not be offered or sold or distributed in Spain except in circumstances which do
not qualify as a public offer of securities in Spain in accordance with article 30 bis of the Securities Market Act
("Ley 24/1988, de 28 de julio del Mercado de Valores") as amended and restated, or pursuant to an exemption from
registration in accordance with article 41 of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre
por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a
negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto
exigible a tales efectos").
United Kingdom This Listing Prospectus is for distribution only to, and is only directed at, persons who
(i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as
"relevant persons"). This Listing Prospectus is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant persons. The Notes are being offered solely to
"qualified investors" as defined in the Prospectus Directive and accordingly the offer of Notes is not subject to the
obligation to publish a prospectus within the meaning of the Prospectus Directive.
iv

LIMITATION ON ENFORCEMENT OF CIVIL LIABILITIES
United States Law
None of the directors and executive officers of the Issuer and the Subsidiary Guarantors are resident in the
United States. All or a substantial portion of their and our assets are located outside the United States. As a result, it may
not be possible for you to:
·
effect service of process within the United States upon any directors and executive officers of the Issuer or
the Subsidiary Guarantors; or
·
enforce, in the United States, court judgments obtained in US courts against the Issuer or the Subsidiary
Guarantors or any of the directors and executive officers of the Issuer or the Subsidiary Guarantors in any
action, including actions under the civil liability provisions of US securities laws.
The Notes and the Guarantees are governed by the laws of the State of New York, and the Issuer and the
Subsidiary Guarantors have agreed that disputes arising thereunder are subject to the non-exclusive jurisdiction of federal
and state courts in the Borough of Manhattan in the City of New York.
Enforcement of Judgments in Croatia
Our counsel has advised that there is doubt as to the enforceability in Croatia in original actions, or in actions for
the enforcement of judgments of US courts, of civil liabilities predicated solely upon the laws of the State of New York
and/or the federal laws of the United States. Our counsel has further advised that Croatia is not a party to any multilateral
or bilateral treaty by which the judgments of US courts would be recognized and enforced, and that to their knowledge
there are no cases whereby the "factual reciprocity" has been established. Therefore, the relevant Croatian conflict
statutory laws will directly apply. Our counsel has further advised that in general, judgments of non-Croatian courts will
have the same status and legal effect as of Croatian court judgments if they are recognized by a Croatian court. Such a
decision will be recognized unless (i) the issue involved falls within the exclusive jurisdiction of a Croatian court; (ii) a
Croatian court or another tribunal has rendered a final binding decision on the same issue, or if another foreign judicial
decision rendered on the same issue has been recognized in Croatia; (iii) it is contrary to the public policy of Croatia;
(iv) there is no reciprocity (currently, there is a rebuttable presumption (praesumptio juris tanto) such reciprocity exists);
or (v) it is found that there were procedural irregularities in the proceedings before the non-Croatian court which are
objected to by the party against whom judgment was made.
Enforcement of Judgments in Bosnia and Herzegovina
Our counsel has advised us that there is doubt as to the enforceability in the Federation of Bosnia and
Herzegovina in original actions, or in actions for the enforcement of judgments of US courts, of civil liabilities predicated
solely upon the laws of the State of New York and/or the federal laws of the United States. Our counsel has further
advised us that the Federation of Bosnia and Herzegovina is not a party to any multilateral or bilateral treaty by which the
judgments of US courts would be recognized and enforced, and that to their knowledge there are no cases whereby the
"factual reciprocity" has been established. Therefore, the relevant conflict statutory laws of the Federation of Bosnia and
Herzegovina will directly apply. Our counsel has further advised us that in general, judgments of non-Bosnia and
Herzegovina courts will have the same status and legal effect as judgments of courts in the Federation of Bosnia and
Herzegovina if they are recognized by a court in the Federation of Bosnia and Herzegovina. Such a decision will be
recognized unless (i) the issue involved falls within the exclusive jurisdiction of a court in the Federation of Bosnia and
Herzegovina; (ii) a court in the Federation of Bosnia and Herzegovina or another tribunal has rendered a final binding
decision on the same issue, or if another foreign judicial decision rendered on the same issue has been recognized in the
Federation of Bosnia and Herzegovina; (iii) it is contrary to the public policy of the Federation of Bosnia and
Herzegovina; (iv) there is no reciprocity (currently, there is a rebuttable presumption that such reciprocity exists); or (v) it
is found that there were procedural irregularities in the proceedings before the non-Bosnia and Herzegovina court which
are objected to by the party against whom judgment was made.
v

INFORMATION REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this Listing Prospectus are not historical facts and are "forward looking" within the
meaning of Section 27A of the US Securities Act and Section 21E of the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"). This document contains certain forward looking statements in various sections,
including, without limitation, under the headings "Summary," "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business Description," and in other sections where the Listing
Prospectus includes statements about our intentions, beliefs or current expectations regarding our future financial results,
plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industry in
which we operate. We may from time to time make written or oral forward looking statements in other communications.
Forward looking statements include statements concerning our plans, objectives, goals, strategies, future events, future
revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries and the
political and legal environment in which we operate and other information that is not historical information.
Words such as "believe," "anticipate," "estimate," "expect," "intend," "predict," "project," "could," "may,"
"will," "plan" and similar expressions are intended to identify forward looking statements but are not the exclusive
means of identifying such statements.
By their very nature, forward looking statements involve inherent risks and uncertainties, both general and
specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be
achieved. These risks, uncertainties and other factors include, among other things, those listed under "Risk Factors," as
well as those included elsewhere in this Listing Prospectus. You should be aware that a number of important factors
could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed
in such forward looking statements. These factors include:
·
changes in political, social, legal, regulatory or economic conditions in the markets in which we operate;
·
the effects of, and changes in, the policies of the government in the markets in which we operate;
·
our ability to obtain or comply with necessary regulatory approvals and licenses for our businesses;
·
our ability to service our existing indebtedness;
·
our ability to fund our future operations and capital needs through borrowing or otherwise;
·
our ability to successfully implement any of our business strategies;
·
our ability to successfully consummate acquisitions or integrate acquired businesses;
·
our ability to divest non-core assets and businesses on favorable terms;
·
our ability to recruit and retain senior management and personnel;
·
our expectations about growth in demand for our products and services;
·
the effects of competition and pricing pressure;
·
the effects of the seasonality of our business;
·
the effects of international political events;
·
the impact of fluctuations in commodity and raw material prices;
·
inflation, interest rate and exchange rate fluctuations;
·
the interests of our controlling shareholders;
·
our reliance on our information technology systems;
·
risks related to products liability claims or other consumer claims;
vi

·
the impact of diseases among or attributed to livestock or other biological products;
·
disruptions of our business operations due to supply shortages, work stoppages or interruptions in our
supply chain or at our production or distribution facilities;
·
risks related to our ability to maintain the reputation of, control over and value associated with, our
trademarks and our brand name; and
·
our success in identifying other risks to our businesses and managing the risks of the aforementioned
factors.
This list of important factors is not exhaustive. When relying on forward looking statements, you should
carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic,
social and legal environment in which we operate. Such forward looking statements speak only as of the date on which
they are made. Accordingly, we do not undertake any obligation to update or revise any of them, whether as a result of
new information, future events or otherwise. We do not make any representation, warranty or prediction that the results
anticipated by such forward looking statements will be achieved, and such forward looking statements represent, in each
case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario.
vii

PRESENTATION OF FINANCIAL, MARKET AND OTHER INFORMATION
Presentation of Financial Information
We prepared our unaudited consolidated financial statements for the nine month periods ended September 30,
2009 and 2010 and our audited consolidated financial statements for the years ended December 31, 2007, 2008 and 2009
in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board. IFRS differs in certain significant respects from generally accepted accounting principles in the United
States ("US GAAP"). Furthermore, our audited historical financial statements have been audited in conformity with
IFRS, which differs in certain significant respects from generally accepted auditing standards in the United States. The
financial information included in this Listing Prospectus is not intended to comply with SEC reporting requirements.
For the year ended December 31, 2008, we changed the presentation of certain amounts in our balance sheet in
line with changes in certain accounting policies adopted starting in 2008. In order to conform the comparative 2007
amounts to the 2008 balance sheet presentation, we restated the comparative 2007 amounts in our 2008 audited
consolidated financial statements included elsewhere herein. See Note 1.29 (Changes in accounting policies) to our 2008
audited consolidated financial statements. As a result, certain comparative December 31, 2007 balance sheet amounts
contained in our 2008 audited consolidated financial statements will differ from the corresponding balance sheet amounts
contained in our 2007 audited consolidated financial statements included elsewhere herein. No restatements were made
to our 2007 audited consolidated income statements as a consequence of the aforementioned changes in accounting
policies.
In various sections of this Listing Prospectus, we refer to our EBITDA. Except for "Consolidated EBITDA" in
"Description of Notes," which is used as defined in that section, and for "EBITDA" in "Description of Other Financing
Arrangements" which is used as defined in the agreements described in that section, EBITDA represents operating profit
plus depreciation and amortization. We use EBITDA-based measures as internal measures of performance to benchmark
and compare performance, both between our own operations and as against other companies. EBITDA-based measures
are measures used by the Group, together with measures of performance under IFRS, to compare the relative
performance of operations in planning, budgeting and reviewing the performances of various businesses. We believe
EBITDA-based measures are useful and commonly used measures of financial performance in addition to net profit,
operating profit and other profitability measures under IFRS because they facilitate operating performance comparisons
from period to period and company to company. By eliminating potential differences in results of operations between
periods or companies caused by factors such as depreciation and amortization methods, historic cost and age of assets,
financing and capital structures and taxation positions or regimes, we believe EBITDA-based measures can provide a
useful additional basis for comparing the current performance of the underlying operations being evaluated. For these
reasons, we believe EBITDA-based measures and similar measures are regularly used by the investment community as a
means of comparison of companies in our industry. Different companies and analysts may calculate EBITDA-based
measures differently, so making comparisons among companies on this basis should be done very carefully.
EBITDA-based measures are not measures of performance under IFRS and should not be considered in isolation or
construed as substitutes for operating profit or net profit as an indicator of our operations in accordance with IFRS.
In addition to EBITDA, we have included other non-GAAP financial measures in this Listing Prospectus. We
believe that it is useful to include these non-GAAP measures as they are used by us for internal performance analysis and
the presentation by our business segments of these measures facilitates comparability with other companies in our
industry, although our measures may not be comparable with similar measurements presented by other companies. These
other non-GAAP measures should not be considered in isolation or construed as a substitute for GAAP measures in
accordance with IFRS.
For the convenience of the reader, certain financial data in this Listing Prospectus has been subject to rounding
and, as a result, the totals of the data presented herein may vary slightly from the actual arithmetic totals of such data.
Certain Market Data
In this Listing Prospectus, we rely on and refer to information regarding our business and the market in which
we operate and compete. Certain market data and certain economic and industry data and forecasts used in this Listing
Prospectus were obtained from internal surveys, market research (including market research from UniCredit Research),
governmental and other publicly available information, independent industry publications and reports prepared by
industry consultants that we believe to be reliable, including the Croatian Bureau of Statistics and other publicly available
information. Certain market share information and other statements presented herein regarding our position relative to
our competitors with respect to the production or distribution of particular products are based on published statistical data
or information obtained from independent third parties that we believe to be reliable, including the market research
bureau GfK Consumer Tracking in connection with the food retail market; the research bureau MEMRB in connection
with the ice cream and frozen food market and edible oils and margarines; and the Croatian Association of Water and
viii