INVITATION FOR SUBMISSION OF BINDING OFFERS FOR THE PURCHASE OF REAL ESTATE

MERKUR nepremičnine, d.d., Cesta na Okroglo 7, 4202 Naklo, registration no. 6723144000, tax no. 77392060 is hereby publishing the following: INVITATION FOR SUBMISSION OF BINDING OFFERS FOR THE PURCHASE OF REAL ESTATE The invitation is published on the web page at www.merkurnepremicnine.si. I. SUBJECT OF THE INVITATION Subject of this invitation is obtaining binding offers for the purchase of real estate listed below, owned by MERKUR nepremičnine, d.d. (herein after: the seller). The process of selling real estate is open to domestic and foreign natural persons and legal entities. Bidders may submit their offers for the purchase of an individual or all of the real estate in each section. MERKUR - trgovina in storitve, d.d. - V STEČAJU, Cesta na Okroglo 7, 4202 Naklo, registration no. 5003563000 (in bankruptcy) is entered in the land register as the owner of the real estate listed below. The ownership of the real estate listed below has been transferred to the seller, all in accordance with the final order on confirmation of the compulsory settlement over MERKUR - trgovina in storitve, d.d. - V STEČAJU, dated 14 October 2014, conducted before Kranj District Court under ref. no. St 2797/2013. Change of land register status is in process (notice of pending action in land register Dn 48469/2016, ID process 1450224). II. REAL ESTATE The real estate shall be sold by the as-is principle. Any liability of the seller for any possible material defects is excluded. For real estate that is planned to be sold only in part, colored drawings of envisaged land allotment showing the planned measures are enclosed to the invitation. 1. Building land and business facility Naklo. Location: Naklo, Naklo municipality. 1.1. Section 1. Land measuring 16.225 m2. Real estate ID no. 2099-79/3-0, 2099-88/2-0, 2099-79/1-0, 2099-80/1-0, 2099-81/1-0, 2099-84/2-0, 2099-411/1-0, 2099-428/0-0, 2099-429/1-0, 2099-429/2-0, 2099-63/4-0, 2099-76/1-0, 2099-64/1-0. 1.2. Section 2. Land measuring 15.237 m2. Real estate ID no. 2099-81/2-0. 1.3. Section 3. Land measuring 15.365 m2. Real estate ID no. 2099-87/0-0, 2099-88/1-0, 2099-101/9-0, 2099-88/4-0, 2099-89/0-0, 2099-64/2-0, 2099-63/2-0. page 1 of 7

1.4. Section 5. Land measuring approximately 712 m2. Part of real estate ID no. 2099-65/6-0 and part of real estate ID no. 2099-69/4-0. Contractual pre-emptive rights on the real estate. 1.5. Section 6. Business storage facility at the address Cesta na Okroglo 5, 4202 Naklo. Build-up land ID no. 2099-70/1-0, 2099-65/1-0, 2099-411/6-0, total measuring 9.070 m2, on which there are objects ID no. of object 2099-176 (business storage facility of usable area 2.420 m2), ID no. of object 2099-173 (lobby of usable area 6,10 m2), ID no. of object 2099-251 (storage facility of usable area 669,30 m2), ID no. of object 2099-256 (transformer station of usable area 20 m2). Objects have been leased. 2. Land, business premises Celje-Hudinja. Location: Celje, Celje municipality. 2.1. Object A. Build-up land. Real estate ID no. 1074-669/3-0 and part of real estate ID no. 1074-656/1-0, total measuring approximately 19.850 m2, on which there is storage facility ID no. of object 1074-2568 and 1074-3299. Usable area (two floors) 26.190 m2, over roof 2.088 m2 and functional facility 18 m2. Servitude (right-of-way) on land 1074-656/1-0 shall run to the object C (to the land specified in 2.4. of this invitation). Part of the object has been leased. 2.2.a Lands courtyard. Measuring approximately 28.721 m2. Part of real estate ID no. 1074-665/1-0, part of real estate ID no. 1074-665/2-0, part of real estate ID no. 1074-664/0-0 and real estate ID no. 1074-671/1-0. Open storage facility, landfill. The purchase of real estate is possible only with purchase of real estate under 2.2b. 2.2.b Lands courtyard. Measuring approximately 25.425 m2. Part of real estate ID no. 1074-652/1-0, part of real estate ID no. 1074-652/2-0, part of real estate ID no. 1074-665/2-0, part of real estate ID no. 1074-664/0-0 and real estate ID no. 1074-644/0-0, 1074-640/2-0, 1074-184/0-0. Open storage facility, landfill. Land access is envisaged through real estate ID no. 1074-671/1-0 and real estate ID no. 1074-665/2-0. 2.3. Facility OCF. Built-up land. Real estate ID no. 1074-674/1-0 4.358m2, on which there are objects ID no. of the building 1074-2590 (business premises - business service), usable area of 1.099 m2, ID no. of the building 1074-2593 (ex-gas station) and build-up land ID no. 1074-674/3-0 645m2 (parking). Majority of the object has been leased. It is possible to buy a parking lot for the needs of objects, which is in immediate proximity (real estate stick together), but owned by other legal entity. 2.4. Facility C. Built-up land. Real estate ID no. 1074-658/0-0, 1074-1706/1-0, part of real estate ID no. 1074-652/2-0, part of real estate ID no. 1074-652/1-0, real estate ID no. 1074-659/0-0, 1074-661/2-0 and part of real estate ID no. 1074-656/1-0, part of real estate ID no. 1074-665/1-0, part of real estate ID no. 1074-656/1-0, measuring approximately 18.080 m2, with objects ID no. of the building 1074-449 and 1074-3296 8.575 m2. Description: storage facility, over roof. Majority of the object has been leased. Land access is envisaged through real estate ID no. 1074-656/1-0. 3. Business premises commercial premises Postojna. Location: Postojna, Postojna municipality. Year 2003, premises measuring 565,97 m2. Individual parts of the building ID no. 2490-2028-3, 2490-2028-4, 2490-2028-5, 2490-2028-6, 2490-2028-7. The object is located on the build-up land ID no. 2490-1241/2-0. Description: commercial premises in a shopping center with several owners at Titova 10, Postojna. Object has been leased. 4. Business premises bar Celje. Location: Celje, Celje municipality. Year around 1900. Renovated: facade 1995, roof 2002, bar 1994, bar measuring 334.20 m2. Real estate ID no. 1077-2230/1-0 and 1077-2230/2-0, ID no. of the part of the building 1077-1593-2. Description: hospitality premises at Gubčeva 2 in Celje. Basement and the ground floor, together with the respective common parts of the building, have been leased. page 2 of 7

5. Business facility Podjavorškova 1, Celje. Location: Celje, Celje municipality. Year approximately 1992, facility measuring 436 m2. Individual parts of the building ID no. 1074-2811-1, object is on build-up land ID no. 1074-874/9-0, all cadastral municipality Spodnja Hudinja. Description: commercial premises in a shopping center with several owners. 6. Land Škofja Loka. Location: Škofja Loka, Škofja Loka municipality. Land measuring 7.758 m2. Real estate ID no. 2029-619/4-0, 2029-619/10-0, 2029-619/11-0, 2029-619/9-0, 2029-631/9-0, 2029-631/4-0, 2029-205/1-1, 2029-205/2-1, all cadastral municipality Stari Dvor. Description: building land part industrial, part residential use. 7. Business premises Pivka, Snežniška 2. Location: Pivka, Pivka municipality. 7.1. Business premises. Build-up land ID no. 2501-4200/11 (167 m2), 2501-4200/12 (15m2), where the facility is built, ID of the object 2501-504, of an elder date. Total usage measuring 326 m2. Facility access through real estate ID no. 2501-4200/17. 7.2. Business premises store. Built-up lands ID no. 2501-4200/18 (339 m2), 2501-4200/17 (799 m2, ownership to ½), where the object is built, ID no. of object 2501-547. Partly elder object, partly built in 1980. Total usage measuring 317,50 m2. The part of the object has been leased. 8. Land Jarše. Location: Zgornje Jarše, Domžale municipality. Land measuring 2.991 m2. Real estate ID no. 1959-314/3-0, 1959-314/6-0, 1959-314/7-0, 1959-314/5-0, 1959-314/4-0, all cadastral municipality Domžale. Description: building land industrial use, services. 9. Land Oldhamska Kranj. Location: Kranj, Kranj municipality. Land measuring 1.309 m2. Real estate ID no. 2100-914/3-0, cadastral municipality Kranj. Description: lawn. 10. Business premises Velenje. Location: Velenje, Velenje municipality. Year 1996, measuring 624,30 m2. Individual parts of building ID no. 964-3490-59, 964-3490-60, 964-3490-61, 964-3490-62, 964-3490-63, 964-3490-64. The object is located on build-up lands ID no. 964-2455/9-0 and 964-2455/10-0. Description: commercial premises in a shopping center with several owners at Kidričeva 2B, Velenje. 11. Land - courtyard Maribor. Location: Maribor, Maribor municipality. Measuring 1.842 m2. Real estate ID no. 680-728/0-0, 680-729/1-0, 680-729/2, all cadastral municipality Tezno. Description: build-up land next to exshopping center Merkur, Trebušakova 5, Maribor. III. VISIT OF THE REAL ESTATE AND INFORMATION Bidders shall have the option of carrying out the necessary due diligence of the documentation on real estate, which are the subject of sale, and the option of visit of real estate. Bidders wishing to conduct the due diligence shall be required to sign a Non-Disclosure Agreement (Appendix 1), and the Data Room Rules (Appendix 2). The seller reserves the right to deny the access to the documentation to any bidder, without stipulating the reason, or to withhold access to specific information. Due diligence and visit of the real estate is possible upon prior arrangement. All information are available at Mr. Jakob Žibert, telephone number +386 31689104 or +386 42587000, e-mail jakob.zibert@merkurnepremicnine.si. page 3 of 7

IV. DEADLINE Binding offers must arrive at the latest on 16 January 2017 by 24:00 CET, to address MERKUR nepremičnine, d.d., Cesta na Okroglo 7, 4202 Naklo. For the avoidance of doubt, receipt theory applies. Binding offers must be marked as»invitation for submission of offers«. The reverse side of the envelope must state the bidder s (company) name and address. V. CONTENTS OF BINDING OFFER Written binding offers for the purchase of individual or all of the real estate from each section (herein after: offer), submitted by the interested bidders must contain at least the following: name and surname or company name of the bidder, address (permanent residence for natural persons or registered address for legal persons), tax number for legal persons and short presentation of the bidder, including its scope of business and contact person; identification numbers of the real estate for which the offer is given; confirmation that the bidder acts as a principal for its account or in the event of agents or representatives, who submit the binding offer in the name of the bidder, a relevant written confirmation that such agent or representative has the power to represent the bidder; statement testifying to the fact that the bidder has all internal and other authorizations required to submit a binding offer and signing of the agreement; net price they are prepared to pay for the purchase of the real estate and payment deadline. For the real estate for which an approximated measure is given, net price must be in EUR/m2, as the precise measurement shall be done subsequently pursuant to land allotment. The offered price shall not include any taxes and fees, imposed to whichever contractual party in connection with the purchase of real estate. Taxes and fees shall be charged to the bidder additionally, all subject to applicable regulations. All fees and costs in relation to the transfer of ownership on real estate shall be borne entirely by the bidder; a description of financing of the purchase of the real estate, along with the proof or reliable explanation on disposal of adequate funding, at least in the amount offered by the bidder (for example a bank statement confirming a deposit has been made for this purpose, a bank statement confirming the intent to finance the purchase of real estate etc.), whereby the bidder should explicitly specify the actual source of funding for the purchase of the real estate; receipt of payment of security deposit or subject to approval by the seller an appropriate bank guarantee. The offer not including all of the abovementioned information or documents, shall be considered as incomplete. VI. SECURITY DEPOSIT, BANK GUARANTEE Before submitting an offer, the bidder must pay a security deposit in the amount of 10 % of offered price for each individual real estate and enclose the receipt of payment with the offer. The bidder must also provide seller with bank account details for the interest-free return of the security deposit in case the bidder s offer for the purchase of the real estate is unsuccessful. Before payment of the security deposit, the bidder must handover an original of an authorization for safekeeping of money, which is attached to this invitation (Appendix 3), to the notary Miro Košak, Trg republike 3, 1000 page 4 of 7

Ljubljana, telephone number +386 124 42 500 or +386 124 42 510, e-mail tajnistvo@notar-kosak.si (herein after: notary). The trust sub-account shall be open for each bidder, for the purpose of payment the security deposit. After payment of the security deposit, the notary shall issue a certified statement of accepted money, which must be enclosed in the binding offer of each bidder. Alternatively, a bank guarantee for seriousness and down payment may be submitted by bidders, whose submitted offers are worth minimally 1.000.000,00 EUR. The purpose of the bank guarantee is the same as for security deposit, which shall in the case of conclusion of the agreement transform to down payment. The text of the bank guarantee must be substantively the same as authorization for safekeeping of money (Appendix 3) and additionally confirmed by the seller in advance. The seller shall deem correct only specifically confirmed bank guarantees. VII. SELECTION OF THE BEST OFFER Bids opening shall not be public. The seller shall select the best offer approximately within 30 days from the submission deadline. The decision on the selection of the best offer shall be based on the following criteria: completeness of submitted offer, offered price and financing method. The seller shall not take into consideration incomplete offers. The seller shall inform bidders of adoption of the decision. The seller is not obliged to give reasoning for the decision nor is the seller obliged to disclose the name of the selected bidder. The seller shall send a draft of the agreement for the sale and purchase of the real estate (herein after: agreement) to the bidder. Bidder may give comments to the agreement. The seller reserves the following rights: - to invite to negotiations two bidders, who submitted the most beneficial offers; - to invite to individual negotiations any bidder; - after 30 days from the publication of this invitation, to select any of the submitted offers as the best offer, even before expiration of the deadline for submission; - to select as the best offer, one submitted after the deadline for submission of an offer; - to not select the highest offer; - to reject all submitted offers as inadequate. VIII. CONCLUSION OF THE AGREEMENT The seller and the selected bidder shall conclude the agreement for the sale and purchase of the real estate on seller s request. The security deposit shall constitute part of the purchase price and shall be considered equivalent to a down payment after the signing of the agreement. The agreement will also recognize the statutory provisions relevant to any consents provided by the competent authorities, which are required in order for the agreement to be valid. If selected bidder should fail to conclude the agreement, the security deposit shall be retained by the seller. In such cases, the seller shall have the right (but not the obligation) to sign the agreement with other bidder, who has submitted a valid offer, without having to repeat the process of invitation for submission of binding offers. page 5 of 7

The bidders whose offers shall not be accepted, shall be reimbursed the full amount (in one lump sum) of the security deposit, interest-free, no later than by the third business day from the notice from the seller that the offer has not been accepted, subject to the condition that the bidder has submitted a written statement with an indication of the bank account to which the security deposit should be repaid. In the event that the written statement is submitted at a later date, the interest-free amount of the security deposit shall be repaid on the third day after the statement with an indication of the bank account to which the security deposit should be repaid has been submitted. The land registry permission or as the case may be other documents for transfer of the real estate shall be issued after the purchase price (as stipulated in the agreement) has been received in full. All taxes, charges and costs, including (but not exclusively) notary costs, in connection with the transfer of the real estate, shall be paid by the buyer. IX. MISCELLANEOUS Bidders shall cover the costs of submission of offers for the sale and purchase of the real estate, as well as any associated costs, including (but not exclusively) costs of notary safekeeping of the security deposit, regardless of the result of this procedure. The seller reserves the right to revise the proceedings and conditions for the sale and purchase of the real estate. Revision may be done until the agreement is concluded. This procedure shall be conducted in Slovenian language. The seller may choose to publish or present individual documents in another (e.g. English) language, as well. With the submission of the offer for the purchase of the real estate, the bidders agree with all of the conditions of this procedure. X. RIGHT OF CANCELLATION The seller reserves the right to cancel the invitation for submission of offers or the procedure involving the sale of the real estate at any time before the conclusion of the agreement and/or for any reason. The bidders shall have no claims against the seller in this regard and from this title. The seller s liability is entirely excluded. Bidders who submit offers pursuant to this invitation for submission of offers, have under no circumstance the right to invoke the payment of double security deposit. The seller is required to respect statutory and other pre-emption rights. The seller reserves the right not to conclude the agreement with any bidder. XI. ADDITIONAL INFORMATION Potential bidders seeking further information may contact the seller s representative Mr. Jakob Žibert, telephone number +386 31 689 104 or +386 425 87 000, e-mail jakob.zibert@merkurnepremicnine.si. page 6 of 7

XII. APPLICABLE LAW AND JURISDICTION This invitation for submission of offers, procedures involved in this invitation for submission of offers, collection of offers and the agreement shall be subject to the laws of the Republic of Slovenia. In the event of any disputes, the matter shall be resolved by the competent court in Republic of Slovenia. MERKUR nepremičnine, d.d. Note: Appendixes no. 1, no. 2 and no. 3 to this invitation in English language are available upon request via seller s contact person Mr. Jakob Žibert, telephone number +386 31 689 104 or +386 425 87 000, e-mail jakob.zibert@merkurnepremicnine.si. Slovenian version of the Appendixes is uploaded with the Slovenian version of the invitation for submission of binding offers. page 7 of 7