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„Zdravo Organic“ Ltd. Kolarova bb 21425 Selenča Serbia ZDRAVO ORGANIC Information Memorandum December 2015.

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„Zdravo Organic“ Ltd. Kolarova bb 21425 Selenča Serbia

ZDRAVO ORGANIC Information Memorandum

December 2015.

1

TABLE OF CONTENTS

KEY INFORMATION ABOUT THE PROJECT ................................................................................................................... 2

INFORMATION ABOUT THE COMPANY ....................................................................................................................... 3

INFORMATION ABOUT THE FACTORY ......................................................................................................................... 6

PRODUCTION LINE ..................................................................................................................................................... 10

BRAND AND PRODUT RANGE .................................................................................................................................... 19

THE IMPORTANCE OF ORGANIC PRODUCTS .............................................................................................................. 22

JUICES MARKET IN SERBIA ......................................................................................................................................... 23

MARKET POSITION ..................................................................................................................................................... 24

EXPORT POTENTIAL ................................................................................................................................................... 26

QUALITY – BEST FROM VOJVODINA .......................................................................................................................... 29

FINANCIAL PERFORMANCE ........................................................................................................................................ 31

BUSINESS POTENTIAL ................................................................................................................................................ 36

CONTACTS .................................................................................................................................................................. 38

2

KEY INFORMATION ABOUT THE PROJECT

• 66% stake in the Company “Zdravo Organic” Ltd. owned by companies “Business System Global Seed” Ltd. Novi Sad and “Slovan progress” Ltd. Selenča is subject to sale, with the possibility of selling the remaining 33,3% share owned by the Company “Kon-Rad” Ltd. From Slovakia, depending on the structure of the transaction and the interests of the sellers.

• “Zdravo Organic” Ltd. Selenča consists of fruit and vegetables factory processing. Based on many years of experience in traditional recipes the Company produces organic products of superior quality.

• Products of "Zdravo Organic" Company have been recognized as the best in Vojvodina and confirmed with "The best that Vojvodina has" numerous quality awards. Brand "Zdravo Organic" is a leading brand of healthy and 100% organic food in Serbia. Besides the stable position in the Serbian market, export has become a significant item in the Company's business activities and continual growth.

• The manufacturing facilities with utility area of 4,834 m2 are built and equipped according to the latest technological standards for the production of healthy food : ISO 9001, ISO 14001, ISO 22001, HACCP and OHSAS 18001. In addition, the Company has implemented SAP information system with all modules.

• The Company has the optimum number of permanent employees and hire additional experienced seasonal workers from the municipality of Bač and beyond, in order to fulfill activities in the periods of intensive production.

• The main production lines are : 1. Natural juices; 2. Sweet Program (compotes, jams, marmalade) 3. Vegetable and Salads Program (beetroot, cucumbers, peppers, pepperoni, salad, aiwar) 4. Organic Program (organic juices, organic produced vegetables ...) 5. Liquor Production.

• Maximum amount of production capacity (output) is 6.700 tons of processed raw materials per year.

• Current output is only 30% of the maximum capacity and therefore the generated revenues are approximately 3 times smaller than the potential (this refers only to the capacities of processing vegetable and salads program, sweet program and processing roasted peppers; the capacity of juices production, which is considered separately, is 1,500 bottles/hour). Because of high fixed costs, the Company operates negatively. The Company is faced with the lack of working capital to finance production and therefore unable to use its maximum production capacity and achieve profitability.

• Potential investors could, with relatively low investment in working capital, take advantage of existing production capacities in its entirety and achieve significantly higher production and sales, and ultimately, the profitability of the project. Referenced is particularly interesting due to the fact that: (a) Demand for products exists on both the domestic and international market, (b) Relatively high gross margins are being realized with the sale of these products, (c) General approach of the European Union aims to introduce organic farming as the future development of agricultural activities in Europe.

3

INFORMATION ABOUT THE COMPANY

BACKGROUND AND MAJOR EVENTS

„Zdravo Organic“ Ltd. Selenča, was founded on 29 October 2007. Company is engaged in processing of fruits and vegetables.

The Company is the legal successor of the Company "Slovan – progres" Ltd. which in 2002 committed investments in the construction of a production plant for the processing of fruits and vegetables, as well as investment in equipment for heat processing of pasteurized fruit and vegetables, allowing product placement with the tag ZDRAVO on the Serbian market.

In the period from 2002 to 2004 trial production started, after which the Company made additional investments in order to create conditions for the utilization of existing capacity.

During 2006, the investments included the upgrading of storage space and the expansion of production facilities for processing fruits and vegetables with all the equipment, thereby doubling the existing capacity.

From January 2008, the Company independently carries out activities with initial capital investment of "Slovan progres" Ltd. in the amount of RSD 364.588.000. In July 2009 the ownership structure was changed, based on the joint venture agreement between the Company "Business System Global Seed" Ltd. Novi Sad and "Slovan progres" Ltd. Selenča. In August 2014, the Company "Kon – Rad" Ltd. from Slovakia increased equity in the amount of EUR 500.000 and became owner of 33.3 % of the share capital.

Factory „Zdravo Organic“ in Selenča

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THE OWNERSHIP STRUCTURE The ownership structure consists of three equal shares of companies "Business System Global Seed" Ltd. Novi Sad, "Slovan- Progres" Ltd. Selenča and "Kon -Rad" Ltd. from Slovakia. The founding capital of the Company "Zdravo Organic" Ltd. amounts to RSD 482.894.410.

OWNERSHIP STRUCTURE OF THE COMPANY

LOCATION

The headquarters and production facilities are located in Selenča, in South Bačka district, in the area known for its extremely favorable natural and climatic conditions for the production of high quality fruits and vegetables.

Selenča –„Zdravo Organic“ Ltd. headquarters

5

EMPLOYEES AND THE STRUCTURE OF EMPLOYEES

In the structure of employees is more than 50% of workers with secondary education. The share of non-production workers in the total number of permanent employees is growing from year to year due to the fact that a large number of temporarily – seasonally employed workers are employed in manufacturing jobs during the season of purchasing and processing of fruits and vegetables. In manufacturing plants additional workers are hired from the municipality of Bač. In order to reduce costs and mitigate the negative effects of the seasonal character of the production redundant workers program was implemented and, relating to the number of permanent employees, at the end of 2014 that number was reduced to 18, while the total number of employees rises to 300 in season.

Top management : General Manager – Mr . Jozef Gašparovski ; Production Director – Mr . Stevan Prokopec ; Brand Manager – Mr . Vladimir Madro

KEY BUSINESS FIGURES

The decrease in revenue and ongoing operating loss in the reporting period was primarily due to insufficient investments in working capital, resulting in lower production volumes and sales compared to the potential.

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Although demand in the domestic and foreign market exists:

• The lack of its own working capital affected the Company's ability to use the output of the installed production capacity and satisfy existing market demand. Underutilization of capacity has led to increased costs per unit produced and higher product prices resulted in decreased price competitiveness with declining sales as inevitable outcome. The analysis determined that the breakeven point or threshold of profitability of the Company is at the level of approximately 2.5 million sales annually.

• Lack of own permanent working capital, has directed "Zdravo Organic" to commercial banks. Providing permanent working capital from these sources influenced the increase of total costs, and hence the price of unit product.

• Lack of working capital affected the reduction in the volume of purchase of fresh apples.

• In August 2011, a contract of national distribution with the Company “Alca Trgovina” Ltd. Belgrade has created the conditions for a higher sales volume, higher market share of smaller retail shops and a higher share of the Serbian market outside of major cities. It also reduced transport costs, but on the other hand, this reduced profit per unit of product due to the distribution margins.

• Further more, various types of cost had additional effect on operating results:

a) Redesigning the packaging, labels and complete visual identity in 2011; b) Exchange rate losses arising from the use of bank loans, particularly in 2012;

c) Costs arising from the introduction of a new information system and the completion of a two-year implementing process of SAP information system.

Seasonal production has a turnover ratio of "1" at best. Significant problems of this production are successive deliveries and delayed collection of receivables from the time raw materials, packaging, working hours and other direct costs are being paid, weakening of the dinar exchange rate against the euro, as well as state – subsidized producers of competing products in other countries in the wider region. The current owners are not able to finance working capital and that is the key reason why the level of production is at current level.

INFORMATION ABOUT THE FACTORY

Production complex "Zdravo Organic" covers an area of 1ha 43a 93m2. The factory was built in accordance with European standards and includes equipment of the latest technology of Italian, Hungarian and Turkish manufacturers.

ASSETS

FIXED ASSETS OF THE COMPANY

The Company owns buildings and land with all the necessary construction documents. The following table provides a detailed overview.

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Land (Cadastre Selenča)

Covered area

(Facilities)

The total area of land adjacent to the facility

Facilities

Usable area of

buildings

Holders of rights on

properties

Permission for

use

Cadastral plot no. 47

30a 42m2

76a 62m2

Building no. 1 - Plot for fruit

and vegetables 2.740 m2 The Company's

private property

The building has been

approved for use

10a 62m2

Building no. 2 - Storage and building for

washing fruits and vegetables

1.012 m2 The Company's private property

The building has been

approved for use

6a 28m2

Building no. 3 - Raw materials and finished

products storage

595 m2 The Company's private property

The building has been

approved for use

2a 95m2

Building no. 4 - Retail and

administrative building

236 m2 The Company's private property

The building has been

approved for use

55m2 Building no. 5 - Freight balance The Company's

private property

The building has been

approved for use

11m2 Building no. 6 - scaling houses 9 m2 The Company's

private property

The building has been

approved for use

35m2

Building no. 7 - Auxiliary Building -

hopper storage area

The Company's private property

The building was built

before the adoption of

the regulations on construction

2a 68m2 Building No. 8 - Plot for baking 242 m2 The Company's

private property

The building has been

approved for use

Cadastral plot no. 50 5a 54m2 7a 78m2

Building No. 1 - Warehouse and

canopies The Company's

private property

The building has been

approved for use

The total area of land under the buildings and

with facilities 1h 43a 93m2

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„Zdravo Organic“ complex – marked red

NON-CURRENT ASSETS

The following is an overview of the most important items of non-current assets by book value on 30 September 2015:

• Machines for processing of fruits and vegetables "Unimatik" (EUR 129.527) • Line for preparation and baking peppers (EUR 93.545) • Machine with one concentrated cooker for production of aiwar, marmalade and jam (52,003

EUR) • Machine for labeling bottles, cans and boxes (EUR 36.471) • Cleaning station (CIP) TYPE PR212/3x1000 (EUR 29.768) • Pasteurizer (EUR 25.708) • Machine for cutting roots and tubers vegetables (EUR 18.899) • Transporters (EUR 15.178) • TNG installation GasTeh (EUR 15.178) • Plant for processing of fruits and vegetables (EUR 12.043)

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INTELLECTUAL PROPERTY Based on the submitted information, the Company owns the following intellectual property rights:

1. Know-how – 47 product recipes that are not protected; 2. Trademarks Zdravo and Zdravo Organic – registration procedure at the Intellectual Property

Office of the Republic of Serbia is in progress. The right holder of the trademark is "Zdravo Organic" Ltd. Selenča. It is possible to extend the term of protection of the trademark for further period of 10 years by paying trademark tax after expiration time. Extending the term of protection of a trademark can be done unlimited number of times;

3. Industrial design of BIG BOTTLE and SMALL JAR was registered on 20 December 2011 at the Register of Industrial Design of the Intellectual Property of the Republic of Serbia. The right holder of the design is Company "Zdravo Organic" Ltd. Selenča. The industrial design is valid until September 2036 provided with regular annual fees payments to maintain the rights;

4. Internet domain and website “Zdravo Organic” – www.zdravo.rs

LOGO ZDRAVO ORGANIC LOGO ZDRAVO SMALL JAR BIG BOTTLE VALUATION OF ASSETS According to internal data and assessment the asset value of the Company is:

Non-current assets Book Value (in 000

RSD) on 30 September 2015

Book Value (in EUR) on 30 September 2015)

Internal market value estimates (in EUR) on

7 April 2014

Intangible assets 11.406 95.246 112.071 Land 728 6.079 60.450 Buildings 129.512 1.081.528 1.606.660 Equipment 71.054 593.357 746.383 TOTAL 212.700 1.776.214 2.525.564

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PRODUCTION LINE PRODUCTION PROGRAM The factory "Zdravo organic" products processed from fruit are juices, compotes, jams and marmalade, and products processed from vegetables are sour salads and aiwar. PRODUCT RANGE AND PRODUCTION VOLUME Production program of processing Company "Zdravo Organic" Ltd. has more than 70 types of products, which can be grouped into 5 major segments:

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Net Sales Revenues for the period from 2011 to 2015

PURCHASE MARKET OF RAW MATERIALS Quality raw materials are purchased on the open market, from individual producers with a long tradition of manufacturing quality fruit and vegetables from the surrounding villages in the region. Prior to the season the Company concludes a contract with suppliers who are able to produce the necessary quantities. The only raw material that is contracted significantly in advance are cucumbers, they are contracted in the winter because there are not found in sufficient quantity necessary for unhindered production in the free market. The biggest advantage of the Company "Zdravo organic" is reflected in the fact that the Company is in a region where it can negotiate most of the raw materials. It has cooperation with many subcontractors, respectively agricultural producers with whom the agreement was signed about the production, producers of the raw materials for production, then the fuel, and eventually taking over agricultural products from the manufacturer. In addition to contract manufacturing, "Zdravo Organic" buys from surpluses of agricultural products. Supply of raw materials is mainly done in the neighboring area of the Company, so that the costs of delivery of raw materials from suppliers to the plant are minimal. One part of raw materials, which cannot be contracted or purchased in the neighboring area, are supplied from the central and southern Serbia (blueberries, blackberries etc.). All raw materials are of domestic origin or originating in the Republic of Serbia. Organic farming and processing are oriented towards the future and further development, not only in terms of environmental protection and improvement of human health, but also in terms of economic prosperity. Production of organic agricultural products and raw materials is accompanied by a number of specificities (high cost, insufficient quantities, inadequate assortment, etc.). "Zdravo Organic " founded the Center for Organic Production in Selenča with its partners to provide the raw material base for organic produce, which brings together organic producers from throughout the region (around 300 members), and through the activities of this organization, "Zdravo Organic" provides organic raw materials for the annual production.

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TECHNOLOGICAL PROCESSES AND PRODUCTION FLOW Depending on the market situation and the availability of working capital, the program can be both qualitatively and quantitatively altered and modified. The current maximum production capacity is over 6.700 tons of processed material per year. Realized production in 2014 is amounted to 1.850 tons and based on business plan expected production for 2015 is 1.700 tons of processed material. This applies only to the quantity of processed sour programs, sweet programs and the processing of roasted peppers, while the capacity of juice production is 1,500 bottles per hour. The latest technological equipment has been installed in the production plant in order to achieve the estimated range of products, allowing the Company to comply with the requirements of all legal provisions and quality standard requirements in order to meet the ultimate goal - the protection of consumers' health. PRODUCTION OF JUICES

Process for the production of fruit and vegetables by pressing and pasteurization allows the best preservation of beneficial ingredients (vitamins, minerals, enzymes). Juice manufactured like that, as opposed to a soft drink produced from the concentrate, is composed of one hundred percent content of fruit, and does not contain any added water, preservatives or other additives. For juice production we use different types of fruit and vegetables at the stage of technological maturity. The juice is mostly produced from beetroot, apples, carrots, apricots, peaches, raspberries, grapes and other fruits and vegetables. In addition, we also produce different mixtures of juices whose basis is apple juice.

Especially recognized product on the market is beetroot juice, which comes straight from the field, not from concentrate. The juices are maximally preserved with natural properties of fruits and vegetables. In order to improve the taste of beetroot juice and at the same time preserve its natural properties and quality, the beetroot juice is mixed with pure squeezed juice of apples. To this mixture anise or blueberry juice are added. Beetroot juice is a real treasure trove of minerals and vitamins. Its most important feature is that it reduces the risk of tumors and helps in the treatment of leukemia.

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In the technological process of the raw material washing is carried out in specially designed devices. Washed raw material goes to the special grinding mills of different structures with the aim of obtaining milled porridge suitable for molding in a hydraulic press. Here, depending on the type of fruit or vegetable or state of maturity, from 65% of juices is made, and with the optimum technological maturity of fruits, even more than 80% juice is made by weight of the fruit and vegetables.

This technological process allows the production of both clear and mushy juices made from fruits and vegetables. In the production of clear juices is included filtration of the juice after use of the enzyme purification. After pressing and filtering, the juice is filled into glass bottles, which are closed with a lid, pasteurized, and then heated to a temperature up to 90°C, thereby to thermally destroy all microorganisms. Bottles after pasteurization are cooled to a temperature below 40°C ending the production procedure. Durability of the product obtained is more than two years.

Juices Sales Overview from 2011 to 2015

By age, the relative share of this program with a total value of production was in 2011 consisted of 19%, in 2012 it was 25% , in 2013 it was 37% and in 2014, sales of natural juices was even 48% of total value of production, which is among other things due to the decrease in the volume of other programs. There is also an evident growth in demand for natural juices in the market compared to the previous period.

PRODUCTION CAPACITY OF NATURAL JUICES

• SQUEEZED JUICES S – 0,2 The production capacity of squeezed juices (S – 0,2l) is determined by the working capacity of the monoblock for filling juice. The optimal capacity is 1.700 jars per hour, which means that with continual work – it could be filled 40800 jars daily (technical capacity) i.e. to be filled with about 8160 liters of juice.

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• SQUEEZED JUICES S – 0.75 The optimal jars filling and sealing capacity is at about 1.470 jars per hour. The current production capacity for the S – 0.75 squeezed juices at continuous operation is up to 16.000 pieces per day, which is 12.000 liters of juice. Maximum filling capacity of this production line is 35.280 jars per 24 hours (technical capacity), while the real capacity is about 20% lower.

• SQUEEZED (CLOUDY) JUICES With existing equipment, manufacturing of cloudy juices may be conducted only in batches. The duration of one batch is lasting for about 22 hours (9 hours for drainage and handling operations and 13 hours for sedimentation and filtration). One batch produces about 4.500 liters of finished cloudy juice daily (e.g. beetroot juice), which amounts to 6.000 pieces per day.

SWEET PROGRAM

Sweet Program Sales Overview from 2011 to 2015

During the production of marmalades and jams, special attention is paid to the control of all incoming raw materials and the use of the latest technology. Strict control continues during the process of preparation and production of the final product. Cooking fruit with sugar, with the addition of pectin and citric acid, is carried out under vacuum, which ensures a lower cooking temperature, better preservation of natural colors, flavors and fruit content of vitamins and minerals.

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Jams and marmalades can be produced from all kinds of fruit, without any restrictions. The combination of mixing sweet and sour fruit fruits is also welcome. Healthy, tasty and natural fruit products are produced with respect for traditional recipes and usage of modern technologies applied by "Zdravo Organic" Company.

By age, the relative share of this program with a total value of production was in 2011 consisted of 10%, in 2012 it was 8% , in 2013 it was 2% and in 2014 there has been a slight increase to 3% of total production.

VEGETABLES&SALADS PROGRAM

Vegetable&Salads Program Overview from 2011 to 2015

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Technological process of sour program includes the preparation of raw material, which depending on the type of raw material, involves washing and/or calibration or cutting. Next production process is filling. Filling is done into the prepared glass packaging – jars. Next process is adding the previously prepared fill (brine), then closing the jar and pasteurizing it to 90C. Pasteurization depends on the size of packaging. In relation to the total volume of production at the facility for processing fruit and vegetables, sour program is both physically and financially the widest one. By age, the relative share of this program with a total value of production was in 2011 approximately 60%, in 2012 it was 66%, in 2013 it was 57% and in 2014 41% of total production.

Peppers processing plant

• PEPPERS BAKING PROCESS

For the processing and baking of peppers is used the most modern production line of machines in Serbia. With additional investments and upgrading in certain segments, the line can also be used for baking zucchini, eggplant, etc.

Installed capacity is 500 kg of baked peppers per hour. Actual baking capacity is about 400 kg per hour (baking capacity with cleaning, delays etc. included). Assuming that the period for baking of peppers lasts for 45 days (pessimistic assumption), or from 5 September to 15 October, with baking capacity of 400 kg per hour and baking time of 18 hours per day, we get that the total capacity of the production line is around 324.000 kilograms of roasted peppers for the given period. About 30% fillets can be drawn from baked peppers (this percentage depends on the quality of pepper, so it may be considerably higher), which amounts to 97.000 kg fillets. From this amount of fillets is possible to make 243,000 pieces of fillets S- 720 or 540,000 pieces of fillets S- 314.

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AIWAR PRODUCTION FROM BAKED PEPPERS:

By allocating the necessary amount of pepper fillets, from initial 324.000 kg of baked peppers remains around 226.800 kg of baked peppers for the production of aiwar. 226.800 kg of baked peppers can produce 283.500 aiwar products S – 720 or 708.750 units of aiwar S – 314. Daily planned production of ajvar is determined by the amount of baked peppers and it amounts to 6.300 units S – 720 or 15.750 units S – 314.

Aiwar packing plant ORGANIC PROGRAM Organic fruits and vegetables are grown without the use of pesticides and herbicides, no chemical fertilizers, no genetic modifications and ionizing radiation, keeping in mind strict standards and regulations prescribed for organic food production. "Zdravo Organic" owns the land for cultivation of organic fruits and vegetables, which are used as a basic raw material in the production of organic juices.

Our organic production quality is certified. Quality organic production certification further confirm that "Zdravo Organic" have high quality products. One of the most important certificates is, by all means, EEUOPPSTC (Equivalent European Organic Production and Processing Standard for Third Countries).

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Production of organic juices in the past three years has a relatively low share in total production volume, but the Company's commitment is to increase both the relative and absolute share of these products in the total production volume and value. By age, the relative share of this program with a total value of production was in 2012 amounted to 1%, increasing to 2% in 2013 and 3% increase in 2014.

Organic products Sales Overview from 2011 to 2015 LIQUOR PRODUCTION From the very beginning, "Zdravo Organic” is fostering the production of liquor under the trademark “ZDRAVICA”. Although this product occupies only 1% of total production value, it is reckognized in the market as the product of “Zdravo Organic” Company. Liquor is produced from first class fruit, especially cherry, plums and pears, according to the traditional recipe typical for this region and an inseparable part of tradition for peoples living in this region.

Liquor Sales Overview from 2011 to 2015

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BRAND AND PRODUT RANGE STANDARD PROGRAM NATURAL JUICES BEETROT JUICE:

• Beetroot juice 0,75l • Beetroot and blueberry juice

0,75l • Beetroot juice 100% 0,2l

APPLE JUICE:

• Apple juice 100% 0,75l • Apple juice 100% 0,2l

CARROT JUICE: • Carrot juice 100% 0,75l • Carrot juice 100% 0,2l

GRAPE JUICE:

• Grape juice 100% 0,75l • Grape juice 100% 0,2l

TOMATO JUICE: • Tomato juice 100% 0,75l • Tomato juice „Pikant“ 100%

0,75l • Tomato juice 100% 1l • Tomato juice 100% 0,2l

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OTHER JUICES: • Cherry juice 100% 0,75l • Blackberry juice 100% 0,75l • Pear juice 100% 0,75l • Apricot juice 100% 0,2l • Peach juice 100% 0,2l • Raspberry juice 100% 0,2l • Strawberry juice 100% 0,2l • Cherry juice 100% 0,2

SWEET PROGRAM COMPOTES

• Plum compote S-720 • Cherry compote S-720 • Cherry compote (without

stone) S720 • Peach compote S720

JAMS • Cherry jam S-314 • Raspberry jam S-314 • Apricot jam S-314 • Strawberry jam S-314 • Low-fat strawberry jam with

fructose • Low-fat apricot jam with

fructose • Low-fat raspberry jam with

fructose • Low-fat cherry jam with

fructose

MARMALADE • Peach marmalade S-720 • Mixed fruit marmalade S-720 • Strawberry marmalade S-720 • Cherry marmalade S-720 • Apricot marmalade S-720 • Šipurak marmalade S-720

LOW CALORY JAM

• Low calory plum jam

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SOUR PROGRAM – VEGETABLES&SALADS BEETROOT

• Baby beetrot • Beetrot S-720 • Beetrot (whole) S-720

CUCUMBERS • Gherkins baby • Cucumbers (6-9) S-720 • Gherkins

PEPPERS • Home made aiwar made with

grilled peppers • Hot aiwar with grilled peppers • Grilled peppers - fillets • Home made sliced peppers • Peppers S-720 white fillets • Peppers S-720 red fillets • Aiwar S-720 • Aiwar S-720 ljuti

PEPPERONI • Pepperoni hot • Feferoni medium hot S-720

SALADS • Pickled vegetables • Mixed salad S-720 • Mixed vegetables (pickled) S-

1700

ORGANIC & ZDRAVICA ORGANIC

• Organic beetroot juice • Organic apple juice • Organic carrot juice • Organic tomato juice • Organic beetroot juice 100%

ZDRAVICA • Viljamovka (Pear) • Apricot • Cherry • Plum • Grapes (Lozovača)

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THE IMPORTANCE OF ORGANIC PRODUCTS During the cultivation of organic fruits and vegetables is forbidden the use of pesticides, herbicides and artificial fertilizers. Genetic modifications are also not allowed. Obligation is to strictly follow the prescribed standards for the production of organic food. Juices made from organic fruits and vegetables in one's diet delivers less unwanted and harmful chemicals in the body – Organic & healthy. Organic farming is the future of both Serbia and the European Union. The Common Agricultural Policy of the European Union has picked up organic production as a model of sustainable agriculture. Organic farming reduces harmful consequences that have arisen in the past and ensure the maintenance of old varieties in the future. "Zdravo Organic" has, as an objective, the social demand for aesthetically attractive and "traditional" rural scenarios and to satisfy demands of consumers regarding the selection of food products. It is not just about choosing the product on the basis of quality, but also on choosing the right method of production of agricultural products. The Company is committed to stop the migration process that leaves a desolate countryside. By applying new technologies in agricultural food processing, “Zdravo Organic” has actually invested in the revitalization of traditional knowledge by using modern IT solutions. We are aware of the importance of strategic development, the importance of education and the fact that the perspective of each country is in continuous and lifelong learning. Based on these assumptions, the Company has established the Center for organic production in Selenča. Experts from the Centre, through the educational process of many students and organic food producers, serve as intermediaries in the further expansion of the knowledge and awareness of the importance of organic production in Selenča, Vojvodina and Serbia. The Center continuously inform their members about the latest news in the field of organic production taking place in the world, the European Union or in Serbia and the region in terms of scientific achievements, normative novelty and so on.

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JUICES MARKET IN SERBIA

The trend of production and sales of organic food in the world is characterized by an increasing growth trend. Awareness of the need for environmental protection and health care is growing. This primarily reflected through consumption of healthy food as well as through its effects on the health and quality of life. The greatest potential within the line of organic products, "Zdravo Organic" exists in the production of juices.

World Organic Food Sales from 2009 to 2013

The domestic industry of fruit juices by its quality is a regional leader in this part of Europe. This market is worth 300 million euros. Serbian fruit juice industry has successfully resisted foreign competition for years. Apparently, consumers in Serbia believe in fruit juices and nectar produced by domestic production facilities. This observation is confirmed by the statistical figures of production and marketing position of fruit juices. Serbia produces about 230 million liters of fruit juice yearly, which puts Serbia in high place among the competitor juice producers in the region, given that Greece produces 187 million liters a year, Hungary 127 million liters, Romania 111 million liters, Bulgaria 106 million liters and Slovenia 40 million liters per year. According to the Republic Bureau of Statistics, juice production in 2014 was 205.230 tons. Domestic juice industry is one of the most recognizable industry in this part of Europe and most export – present industry, not only in the markets of CEFTA countries, but also on the other markets. In foreign trade, Serbia has much higher export than import, with greater export price per unit than the import ones. This suggests that we export high quality juices and also, that we are able to achieve good price at international market. In 2004 export was 35 million EUR worth, while import was 15 million EUR worth. We export mostly to Germany, Austria, the Russian Federation and Western Balkan countries.

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MARKET POSITION With the start of cooperation with retail chains Metro and SuperVero in 2011 was completed the process of “enlisting” into Serbian retail network. In Serbia, Zdravo is present in the following retail chains:

• DELHAIZE (Tempo, Tempo Expres, Maxi) • MERCATOR (Mercator, Roda) • IDEA • METRO

• UNIVEREXPORT-Trgopromet • INTEREX • DIS • VEROPULOS • DM Markt

Summary by major customers is shown in the following pie chart. Serbian market is represented with 56 % of sales, export to Slovakia is 29%, while Russia is ranked third, with 4% share in sales. MAJOR CUSTOMERS

Sales by Customers Overview for 2014 and period from January to October 2015

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In August 2011, a distribution agreement was signed for the domestic market with the Company Alca Trade from Belgrade, thus continuing the strategy of development of the concept of national service distribution. ENLISTING EXPENSES OVERVIEW FROM 2010 TO 2014 Enlisting expesces (book value) EUR* ALCA-TRGOVINA Ltd. 61.597 DELHAIZE SERBIA Ltd. 27.258 IDEA Ltd. 17.452 AMAN Ltd. 11.432 CDE S Ltd. 7.005 MERCATOR-S Ltd. 4.845 DIS PTP Ltd. 3.528 UNIVEREXPORT Ltd. 2.679 SENTA-PROMET Inc. 1.429 EUROPROM Ltd. 1.072 DDS BINGO Ltd. 536 TOTAL 138.832 *As a parameter for the calculations was taken: the average middle exchange rates of the euro on the last day of the year for the period from 2010 to 2014

Wholesale as the most important distribution channel Overview from 2011 to 2015

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Wholesale and retail product placement and positioning presentation

EXPORT POTENTIAL

High quality products by "Zdravo Organic" are manufactured without the use of synthetic materials which provides an opportunity to place product range on the market of the European Union, where the awareness of health care and a balanced impact on the environment is at a very high level. The Company aims to increase the participation and presence in foreign markets, both emerging markets and the markets where “Zdravo Organic” products are already present.

Sales Overview from 2011 to 2015

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Positive business fact is the constant growth of export revenues, growing continuously since 2011, which in addition to a direct positive effect on the increase in revenues has another important effect: on the international markets, where it is possible to achieve higher selling prices due to higher purchasing power of these countries, as well as providing incomes denominated in foreign currencies – it positively affects the protection of the Company from exposure to foreign exchange risk. There was a significant increase in the placement of the Company "Kon -Rad" Ltd.

Sales share by country Overview for the period from January to December 2014

SLOVAKIA – Since 2007 "Zdravo Organic" is present on the Slovak market and has been working intensively on the development of the market in terms of expanding products presence in retail chains. Distribution is organized through an importer and distributor "Kon -Rad" from Bratislava, and the products are present in all major retail chains. CZECH REPUBLIC – Company has been present on the Czech market since 2008 through an importer and distributor "Maximatrade" from Prague. The market is still in development and in order to access some of the larger chain stores SWEDEN – The Company began exporting products to Sweden in 2011. The Company is cooperating with “Team for Food” Company, which takes the range of their own brand named Rositas and places it in the TT sales channel. SLOVENIA - Since 2011 "Zdravo Organic" is present in Slovenia through the firm "Boren" from Ljubljana. The main products are enlisted in the biggest Slovenian retail chain Mercator. We are working on activities to expand the product range in the premium package. CROATIA - "Zdravo Organic" is present on the Croatian market since 2011 through two major customers: "Mercator -H" and the distributor "AWT" from Zagreb. RUSSIA – Products "Zdravo Organic" are exported to the Russian Federation through the Company "TMG" from St. Petersburg.

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MONTENEGRO AND ALBANIA – The products of "Zdravo Organic" are present on the Montenegrin market since 2006 and it has intensified strategic positioning in this market since 2010. They are present in all major retail chains, and part of the production program has been launched in Albania over the Company that operates there. Albanian market only opens for products but noted great interest in the entire range. BOSNIA AND HERZEGOVINA – The Company has been operating in Bosnia and Herzegovina since 2006. Business activities are organized with more regionally oriented major customers (Sarajevo, Mostar, Banja Luka). CANADA – Product placement of "Zdravo organic" products in Canada began in 2010 in cooperation with a partner from Vancouver, which has its office in Belgrade. There are interested customers for premium products and the plan is to prepare bilingual labels in both English and French language. UNITED STATES OF AMERICA – Product placement of "Zdravo Organic" products to the United States was initiated in 2010 through a distributor "AB Company" from the state of Wisconsin. The plan is to prepare labels in English language, with nutritional table prescribed by the US federal administration – Food and Drug Administation (FDA), in order to access all categories of customers . AUSTRALIA – Australia's placement of juices product range, aiwar and gherkins started in 2010 through partners "RAS Trade" and that cooperation is continuously expanding. JAPAN – Products "Zdravo Organic" are exported to Japan through the Company "Head Commerce".

SUCCESSFUL APPEREANCE AT THE ANUGA FAIR IN COLOGNE, GERMANY – OCTOBER 2015

New customers in 2015 New customers after the trade fair “ANGUA 2015” in Cologne

Kelly Hunter, Ireland Alfa Investment, Bulgaria PC Computer Service, Germany Top Group, Bulgaria Superior Group, Bosnia and Herzegovina AHAC, Slovenija

Alimpex food, Czech Republic Derekas Supermarket Bazaar, Greece

Savvinsky product , Russia The established contacts – cooperation started

Zico Foods, Velika Britanija Rayacorp, Egypt Alrawafed Trading, Abu Dabi, UAE Exit Brand, Spain

Global Alliance USA, SAD Kasuga&Co, Japan

Dealmakers Ltd. Beograd – Xing Hospitality Import Solution s.a, Mexico

Impex, Greece and Great Britan

Successful cooperation with new customers in 2015 Overview

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Example of localized labels on products for Slovak market – the most important export market

Example of localized labels for Russian market

QUALITY – BEST FROM VOJVODINA

Since the foundation, the Company is investing energy and capital to conquer knowledge and adoption of standards of excellence. The result of these efforts is to obtain numerous standards and certificates, which confirm that "Zdravo Organic" Ltd. takes care about their consumers, their labour and the environment:

• ISO 9001 – quality management, • ISO 14001 – environmental management, • ISO 22001 – food safety management, • HACCP – food safety management, • OHSAS 18001 – occupational health and safety management.

All certificates are issued by a reputable consulting firm in charge of the quality, safety and environmental protection certificates – Company "SGS" from Switzerland. "Zdravo Organic" Ltd. is the first Company in Serbia to introduce certified environmental management system in the field of food production and processing.

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Production is carried out with protected recipes, which are the work of their own research team, without the use of chemical agents or preservatives. The only and exclusive product protection is done through pasteurization products. All products are regularly checked by the Faculty of Technology in Novi Sad, and every product has a certificate – a certificate of quality. "Zdravo Organic" products were repeatedly awarded with gold medals at fairs, with cup for quality and an award for outstanding design in the International Agricultural Fair in Novi Sad. “Zdravo” juices were declared as Wellness products in Serbia in 2006. Beetroot juice "Zdravo" is the bearer of the "Best of Vojvodina" brand. This juice had the highest increase in production and sales in the last three years. A very successful and pharmacy institutions, and even doctors recommend it as a very good adjuvant in the treatment of anemia. Redesigned packaging, labels and visual identity of the brand “Zdravo” were awarded with first prize for the design of packaging and labels at the Belgrade fair "Culinaria".

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FINANCIAL PERFORMANCE

INCOME STATEMENT 2013, 2014, 1-9 2015

INCOME STATEMENT (EUR) 2013 2014 1-9 2015 Index 2014/2013

Index 1-9 2015 / 2014

I. OPERATING INCOME 1.493.085 1.224.851 808.938 82,0 66,0 1. Sales Revenue 1.475.203 1.212.110 791.560 82,2 65,3 5. Other operating income 17.882 12.741 17.378 71,3 136,4 II. OPERATING EXPENSES 2.061.200 1.508.966 960.428 73,2 63,6 1. COGS (Cost of goods sold) 41.473 98.158 37.921 236,7 38,6 2. Income from activation of stocks or finished goods 10.262 10.181 3.748 99,2 36,8

3. Increase in stocks of finished goods 0 1.748 4. Decrease in stocks of finished goods 509.699 141.997 122.134 27,9 86,0 5. Cost of material 736.421 711.568 391.942 96,6 55,1 6. Labour costs 217.376 189.506 149.055 87,2 78,7 7. Costs of depreciation and provision costs 188.462 163.584 111.006 86,8 67,9

8. Other operating expences 378.032 216.082 152.118 57,2 70,4 IV. OPERATING LOSS 568.115 284.115 151.490 50,0 53,3 V. FINANCIAL INCOME 36.495 12.033 5.890 33,0 48,9 VI. FINANCIAL EXPENSES 86.775 257.474 121.785 296,7 47,3 VII. OTHER INCOME 38.140 10.123 2.731 26,5 27,0 VIII. OTHER EXPENSES 47.355 11.749 2.789 24,8 23,7 X. LOSS FROM REGULAR OPERATIONS BEFORE TAX 627.611 531.182 267.443 84,6 50,3

KEY FINANCIAL INDICATORS 2013-2015

FINANCIAL INDICATORS 2013 2014 1-9 2015 Index 2014/2013

Index 1-9 2015 / 2014

GROSS Margin 197.872 272.316 243.311 137,6 89,3 % GROSS Margin 20,28% 25,17% 36,14% 124,1 143,6 EBITDA -379.653 -120.531 -40.484 31,7 33,6 EBITDA Margin -25% -10% -5% 38,7 50,9 % COGS (Cost of goods sold) 3% 8% 5% 288,5 58,5 % Cost of material 49% 58% 48% 117,8 83,4 % Labour cost 15% 15% 18% 106,3 119,1 % Cost of depreciation and reservation 13% 13% 14% 105,8 102,7 % Other operating expenses 25% 18% 19% 69,7 106,6 TOTAL OPERATING EXPENSES 138% 123% 119% 89,2 96,4

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Sales revenues in 2014 and 1-9 in 2015 are lower than in 2013, which is due to the lack of working capital for production and other factors that are discussed in the section "Key business figures". A significant part of the Company's revenue is realized through sales of retailer trademark brands, which on one side has a positive impact in terms of stability in this part of the sale, and on the other hand, given that these products are sold at substantially lower prices, there is an evident negative impact on the profit rate. The financial results also show that the result is less negative in 2014 and 1-9 in 2015 however loss is still generated every year. This indicates that the basic problems of the business lie in the operative part, which is the low utilization capacity and consequently high fixed costs (relative to income).

Gross margin in EUR and as a % of net sales revenues Overview The Company realized a favorable gross margin, therefore the assumption that the increase in production and sales could reach positive results is valid. In the current situation fixed costs are burdening the result which hinders the achievement of positive margins.

EBITDA and EBITDA margin movement Overview from 2011 to 2015

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As can be seen from the information presented, the overall costs substantially exceed the total revenues, resulting in a negative EBITDA. The largest part of the costs is relating to the cost of material and cost of goods sold. As mentioned above, this item itself is not a problem, given that the Company achieved a significant level of gross margin. Labour costs amount for about 18% of total costs, while depreciation costs amount to about 14% of the total cost. The largest parts the cost of production services are advertising costs and transportation costs.

BALANCE SHEET 2013-2015

BALANCE SHEET (EUR) 2013 2014 30.9.2015 2013/2014 30.9.2015 /2014

ASSETS

A. NON-CURRENT ASSETS 2.138.787 1.861.451 1.776.214 87,0 95,4 I. INTANGIBLE ASSETS 137.436 106.475 95.241 77,5 89,4 2. Concessions, patents, licenses and other rights 933 76.762 77.537 8.224,4 101,0

4. Other intangible assets 44.102 29.713 17.704 67,4 59,6 II. PROPERTY, PLANT AND EQUIPMENT 2.001.350 1.754.977 1.680.973 87,7 95,8 1. Land 6.350 6.019 6.079 94,8 101,0 2. Buildings 1.193.340 1.096.568 1.081.536 91,9 98,6 3. Property and equipment 801.660 652.390 593.357 81,4 91,0 B. CURRENT ASSETS 1.083.956 954.089 841.994 88,0 88,3 I. STOCKS 827.637 658.367 615.178 79,5 93,4 II. SALES RECEIVABLES 231.172 242.207 178.548 104,8 73,7 III. RECEIVABLES FROM SPECIFIC BUSINESS OPERATIONS 567 0 0

IV. OTHER RECEIVABLES 4.492 3.307 4.100 73,6 124,0 VII. CASH AND CASH EQUIVALENTS 7.964 13.046 6.589 163,8 50,5 VIII. VALUE ADDED TAX 1.361 36.599 34.639 2.689,6 94,6 IX. ACCRUALS 10.764 562 2.647 5,2 470,9 C. TOTAL ASSETS 3.222.743 2.815.541 2.919.629 87,4 103,7 LIABILITIES A. EQUITY 1.325.150 1.215.931 1.262.189 91,8 103,8 I. CONTRIBUTED EQUITY 3.457.761 3.768.365 3.806.417 109,0 101,0 2. INVESTMENTS FROM LIMITED LIABILITY COMPANIES 3.442.671 3.748.201 3.786.049 108,9 101,0

7. SHARE PREMIUM 1.509 20.164 20.368 1.336,2 101,0 X. LOSS 2.132.611 2.552.433 2.845.650 119,7 111,5 1. Loss from previous years 1.504.997 2.021.250 2.578.207 134,3 127,6 2. Current year loss 627.614 531.183 267.443 84,6 50,3 B. LONG-TERM LIABILITIES AND PROVISIONS 648.950 902.055 961.669 139,0 106,6 II. LONG-TERM LIABILITIES 648.950 902.055 961.669 139,0 106,6 5. Domestic long-term loans 271.305 166.355 166.356 61,3 100,0 6. Foreign long-term loans 374.522 731.302 790.870 195,3 108,1 7. Liabilities for financial leasing 3.123 0 0 8. Other long-term liabilities 0 4.398 4.443 101,0

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G. SHORT-TERM LIABILITIES 1.248.643 697.554 695.771 55,9 99,7

I. SHORT-TERM FINANCIAL LIABILITIES 627 328 276.470 52,3 84.271,1 1. Short-term payables to related and third parties 25.662 3.489 0 13,6

2. Short-term payables to other related parties 0 827 3.524 426,3 6. Other short-term financial liabilities 601.655 323.756 272.946 53,8 84,3 II. ADVANCES RECEIVED, DEPOSITS AND CAUTION MONEY 45.838 37.095 24.618 80,9 66,4

III. LIABILITIES FROM BUSINESS OPERATIONS 445.500 272.251 333.255 61,1 122,4 1. Trade payables to related domestic parties 0 9.276 0

2. Trade payables to related foreign parties 0 17.998 0

3. Trade payables to other related parties 3.350 9.441 17.378 281,9 184,1 5. Domestic suppliers 314.448 170.455 293.347 54,2 172,1 6. Foreign suppliers 97.556 74.356 22.597 76,2 30,4 IV. OTHER SHORT-TERM LIABILITIES 90.482 18.477 58.355 20,4 315,8 V. LIABILITIES FOR VALUE ADDED TAX 0 4.059 0 0,0 VI. LIABILITIES FOR TAXES, CONTRIBUTIONS AND OTHER DUTIES 35.301 37.029 2.497 104,9 6,7

VII. ACCRUALS 4.204 0 576 0,0 0,0 D. LOSS OVER EQUITY 0 0 0 D. TOTAL LIABILITIES 3.222.743 2.815.541 2.919.629 87,4 103,7

CURRENT ASSETS OVERVIEW ON 30 SEPTEMBER 2015

2013 2014 30.9.2015 2013/2014 30.9.2015/ 2014

CURRENT ASSETS (EUR) 1.083.956 954.089 841.994 88,0 88,3 I. STOCKS 827.637 658.367 615.178 79,5 93,4 1. Material, spare parts, tools and small tools 155.545 152.085 211.943 97,8 139,4 3. Finished products 665.968 490.367 373.180 73,6 76,1 4. Goods 1.884 6.308 11.365 334,8 180,2 6. Advance payment for stocks and services 4.239 9.607 18.689 226,6 194,5 II. SALES RECEIVABLES 231.172 242.207 178.548 104,8 73,7 1. Domestic customers – parent and subsidiary companies 21.877 3.588 1.645 16,4 45,9

2. Foreign customers – parent and subsidiary companies 0 96.595 44.568 46,1

3. Domestic customers – other related parties 0 20.205 1.645 8,1

5. Domestic customers 119.659 71.000 105.780 59,3 149,0

6. Foreign customers 89.635 50.819 26.556 56,7 52,3 III. RECEIVABLES FROM SPECIFIC BUSINESS OPERATIONS 567 0 0

IV. OTHER RECEIVABLES 4.492 3.307 4.100 73,6 124,0

VII. CASH AND CASH EQUIVALENTS 7.964 13.046 6.589 163,8 50,5

VIII. VALUE ADDED TAX 1.361 36.599 34.639 2.689,6 94,6

IX. ACCURALS 10.764 562 2.647 5,2 470,9

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OVERVIEW OF CURRENT ASSETS ON 31.10.2015. In EUR

SHORT-TERM LIABILITIES 232.597

Suppliers 232.597

RECEIVABLES AND STOCKS 788.965

Customers 125.806

Inventories of finished products 512.607

Inventories of raw materials 84.548

Inventories of wrapping material 66.004

NET AMOUNT 556.368

INVENTORY

Inventory breakdown Overview on 2 July 2015

FINANCIAL INDEBTEDNESS - LOANS The Company currently has two loans in place, from the Development Fund (outstanding principal per 31.12.2015. amounts to 172.839 euros), and Lefas (outstanding principal per 31.12.2015. amounts to 900.315 euros), and debt service of these loans is scheduled in accordance with the table below (amounts in EUR). Debt amount in EUR on 31.12.2015 at the rate of USD on the day of 31.10.2015, the annuity amount is variable and depends on the USD exchange rate and the annuity is paid in US dollars.

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LOAN LEFAS FINANCE ANNUITY - of which principal -of which interest

2015 0 0 0

2016 301.118 256.436 44.682

2017 301.118 270.54 30.578

2018 301.118 285.42 15.698

TOTAL: 903.354 812.396 90.958

DEVELOPMENT FUND RS ANNUITY -of which principal -of which interest

2015 0 0 0

2016 115.226 109.673 5.552

2017 57.613 56.68 933

TOTAL: 172.839 166.353 6.485

Total LOANS: 1.076.193 978.749 97.443

LAWSUITS OVERVIEW

NUMBER OF CASES PROSECUTOR THE RESPONDENT LITIGATION

VALUE DESCRIPTION EXPECTED BENEFITS FOR THE CLIENT

1 П1.8441/2010 BAJAKIĆ ZORAN ZDRAVO ORGANIC Ltd. 1.120.000 RSD

Prosecutor demands payment in the amount of 1,120,000 RSD. Travel costs are more controversial than earnings.

Should succeed predominatly

2 ZDRAVO ORGANIC Ltd.

SALIMEH BRATISLAVA 4.839 EUR The trial is in

progress Expecting success

3 ZDRAVO ORGANIC Ltd.

GOLD FLIPS Ltd. - Bosnia 8.850 EUR The trial is in

progress Expecting success

BUSINESS POTENTIAL

The potential for achieving positive and profitable operations of the Company is primarily seen through: • Investment in working capital, which will be achieved by increasing the sales volume and thus reducing the share of fixed and semi – variable costs. This is particularly important since the demand for products exists on both the domestic and foreign markets, the given the fact the gross margin which can be achieved by selling those products is relatively high (current average gross margin of the Company is over 35%);

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• Supply of raw materials in the optimum period of time when their price is lowest;

• Beneficial export sales arrangements with as shorter collection period as possible, primarily in the Russian Federation;

• If necessary, the formation of their own crop, and restoration of its own production of raw materials;

• Maximum use of very good visibility and market position of the brand “Zdravo” for all commercial and other activities in the food industry, which have a faster turnover and are not seasonal in character;

• The possibility of maximum utilization of real processing capacity of 6.700 tonnes of raw materials through the production of "private label" products for major retail chains; and especially

• Increased production of juices (capacity of 1.500 bottles per hour).

INDICATIVE SCENARIO OF FULL UTILIZATION OF CAPACITIES

Current output is well below the full capacity (about 30% of the maximum, and this refers only to the capacities of processing sour program, sweet program and processing of roasted peppers, whereas the capacity for the production of juices, which is viewed separately, is app 1.500 bottles per hour). Consequently, the business at the moment is not profitable. Potential investors should be able, with relatively low investment in working capital, to fully utilize the existing production capacity and to achieve significantly higher production then the current and consenquentialy – profitability of the project. According to internal management's estimates, the potential of the Company is that (based solely on the existing production capacity) approximately EUR 10 million of revenues annually and consequently, based on the profit rate in the industry, approximately 1.5 of million annual net profit.

Potential business with full capacity utilization (internal Company estimate)

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CONTACTS

IBW Strategy d.o.o. Adress: Maksima Gorkog 45/17, 21000 Novi Sad, Serbia, ID: 21039187 TAX number: 108637564 Phone: +381 21 300 1180, E-mail: [email protected], Web: www.ibwstrategy.com

Jan Borko Senior Partner m: +381 65 4888403 e: [email protected]

Dimitrije Čurović Corporate Affairs Manager m: +381 65 9222984 e: [email protected]

Important notice: This Information Memorandum has been prepared by "IBW Strategy" d.o.o. ("IBW Strategy") for the "Zdravo Organic" d.o.o. ("Customer") for informational purposes and for the party to which IBW Strategy submits this document (together with its subsidiaries and related entities the "Investor"). Further distribution of this document to third parties other than the Investor without the prior consent of IBW Strategy or the Client is not authorised. Information in this Information Memorandum is presented in summary form and does not include all relevant and material facts in regards to matters presented in the document. “IBW Strategy” does not guarantee the accuracy, completeness, or reliability of the information and assessments contained in this document. Investors need to perform additional inquiries and financial analyses before making further investment/ financial decisions.