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Notice on successful subscription and payment of New shares, exact amount of the share capital increase, exact number of New Shares and non-conducting of the third round of subscription and payment of New Shares

Pursuant to the provisions of Article 459 of the Capital Market Law (Official Gazette no. 88/2008, 146/2008, 74/2009, 54/2013, 159/2013 and 18/2015), the company PODRAVKA Inc., headquartered in Koprivnica, A. Starčevića 32, entered with the Court register of the Commercial Court in Varaždin under MBS 010006549, OIB: 18928523252 („The Issuer“) hereby delivers

Notice on successful subscription and payment of New shares, exact amount of the share capital increase, exact number of New Shares and non-conducting of the third round of subscription and payment of New Shares

regarding the conducted Public bid of the shares by the company PODRAVKA Inc. headquartered in Koprivnica, Ante Starčevića 32, entered with the Court register of the Commercial Court in Varaždin, under MBS 010006549, OIB: 18928523252 („Issuer“), the Issuer hereby informs the public on the results of New shares subscription.

On 3rd June 2015 the General Assembly reached a resolution on share capital increase and on issuing new regular shares, of individual nominal amount of HRK 220.00 („New shares“) by public bid in the Republic of Croatia, by entries in money, with partial exclusion of pre-emption rights for the existing shareholders to payment and subscription („General Assembly Resolution on share capital increase“).

The subscription and payment of New Shares was performed in two rounds. In the 1st Round which lasted for 7 days, from 7th July 2015 to 13th July 2015, a total of 88,475 new shares were subscribed and paid. The 2nd Round lasted for 14 days, from 7th July 2015 to 20th July 2015, a total of 2,174,304 new shares were subscribed and paid, where the interest shown exceeded the number of available  New Shares.

Considering that 1,611,525 of shares remained to be subscribed to in the 2nd round, the allocation to every individual investor was performed in the manner described in the Public call for shares subscription in the 1st and 2nd round (published on Issuer’s web site and the web site of Zagreb Stock Exchange), and a total of 1,611,525 New Shares were allocated to the investors in the 2nd round.

In line with that, the Issuer informs the public on the following:

 a) based on the public bid in the 1st and 2nd round of subscription and payment of New Shares, all 1,700,000 New Shares of individual nominal amount of HRK 220.00are validly subscribed and paid,;

 b) New Shares were issued for the amount higher than the share capital amount belonging to them and pursuant to the provision of Article 304, paragraph 3 of the Companies Act, the Issuer’s General Assembly has determined the price of New Shares  in amount of HRK 300.00 per New share;

 c) a total of HRK 510,000,000.00 was paid by subscribers for the New shares;

 d) 100% of the total issue of the New Shares is subscribed and paid, and the issue of New Shares is therefore considered successfully completed;

 e) pursuant to the General Assembly resolution on share capital increase, the Issuer’s share capital is increased from HRK 1,192,400,660.00 for the amount of HRK 374,000,000.00 to the amount of HRK 1,566,400,660.00;

 f) exact number of New Shares which are being issued pursuant to the resolution of the General Assembly on the share capital increase is 1,700,000 New Shares. 

The 3rd round of subscription and payment for the New Shares will not be conducted, as all the available shares were subscribed and paid during the 1st and the 2nd round.

All remaining surplus of funds that were paid  as well as funds in relation to which the subscription was eventually withdrawn in proscribed deasline, will be returned to their Investors till 27th July 2015 at the latest.

Significant characteristics of New Shares, deadline for entering of the Issuer′s share capital increase into the Court register, consequences of unsuccessful entry with the Court register and deadline for refund of amounts paid in such a case, are determined by Public call for subscription of shares in the 1st and 2nd round of the subscription.

Terms stated in this Notice have the meaning as defined in the stated Public call for subscription of shares in the 1st and 2nd round, except if not determined otherwise by this Notice.

After the share capital increase is entered with the Court register, 1,700,000 New Shares will be issued, with the ticker as assigned by the CCDC, to the name, each of nominal amount of HRK 220.00 in non-materialized form, in the form of an electronic record on the securities account in the computer system of CCDC.

Issuer will without delay take all the necessary actions that all the New Shares issued are included within the depositing services of the CCDC, after the share capital increase is recorded with the Court register and for listing of the New Shares in the Official Market of the Zagreb Stock Exchange.

This Notice will be published at least in one daily newspapper, Official Gazette and on Zagreb Stock Exchange (www.zse.hr) and will be delivered to the Official Register of Proscribed Information at the Croatian Financial Services Supervisory Agency.