Va UniCredit operate & investment Hankin Mr. Wvica Toone Private & Confidential President ~ Agrokor Group Agrokor dd. Trg D.Petovia 3 10000 Zagreb Croatia February 4, 2010 Reference: Your potential acquisition of Mercator d.d. - Support Letter Dear Sis We refer tothe ongoing sales process of Mercator d.d. ("Mercator or the “Target Group’) and understand that Agrokor dd (CAgrokor) intially intends to acquire at least 36.39% of the outstanding share capital of the Target Group (the "intended ‘Acquisition’ and is curenty preparing forthe fist round ofthe bidding process ("Stage 1") Herewity we would tke to thank you for providing UniCredit Corporate and Investment Banking ('UCIB") acting through Zagrebacka banka d.d. and UniCredit Bank Austra AG withthe opportunity to Suppor you in ths transaction, ‘According to the time table submitted by Arkas 0.0. and NLB d.d. as sell se advisors to a group of shareholders (the “Consortium”, bidders need to submit an indicative, non-binding offer forthe Target Group on Monday February 8. 2010 which should state, emongst others, the sources of financing forthe acquisition. Based on the non-binding, indicative bid received, the Consortium will hen determine which bidder(s) wil join the second raund of the sales process. We understand that, due to the Slovenian Capital Markets Law, any acquisition of more than 25% plus 1 share of the outstanding share capital of the Target Group wil tigger a mandatory takeover offer to the remaining shareholders; hence funding for an acquisition of up to 100% ofthe outstanding shara capital is requied We can confinm that UCIB, in cooperation wth a selected banking consortium, intends to support Agrokor by providing a debt package (the "intended Facies") fo complement Agrokor’s own resources for an acquisition of up to 100% of Ihe ‘outstanding share capita For many years UniCredit Group (acting through Zagrebacka banka, UniCredit Bank Austria as the CEE product centre for Euroloans and UniCredit CA 1B as one of the leading investment banks in CEE) has maintained @ comprehensive and highly satisfactory cooperation with Agrokor which has involve all segments of corporate and investment banking products ‘and servicos UniCredit Group has acted as arranger, underwiter, bockrunner and agent for all larger transactions undertaken by ‘Agrokor during the last years, which culminated in the latest bookrunner role for Agrokor's EUR 400m Euroband issue suceesslul placed in December 2009. Throughout our cooperation we have always been impressed by the dedication and feliabilly of Agrokor's management as well as by their adherence to forecasts and agreed plans. In a series of mejor ‘acquisitons during the last 10 years Agrokor's management has proven to be able to successtullyinfagrate and improve ‘acquired businesses leading the enlarged group to intemational recognivion and positioning Agrokor as a reliable partner forthe international banking sector. ‘The Intended Facities have beon discussed with UCIB senior management and senior risk management which support the transaction in principle subject to certain caveals as listed below. We have based our opinion on information recaived to dato, including an Information Memorandum, discussions with ‘Agrokor senior management and publicly avaiable data. Hence any commitment af financing to this transaction at this Stage remains subject fo, inter alia, credit and investment commitee approval, salisfaciory buy side due diligence, documentation, appropriate financing structure, and gwen Mercator's high dependence on existing bank lines we believe thal any successful tender will have fo coincide wih a posite reception by the Siovenian authorives, and existing Mercator lenders, ‘As always, for legal reasons we are required to point out that ths letter isnot a legally binding commitment and does not ‘constitute a representation that funding willbe made available, {is our belief that the planned transaction represents a unique business opportunity for both Agrokor and Mercator to further strengthen their postions by becoming one of the CEE region's largest companies and the major player inthe retail sector. We look forward to working wilh you ina timely and efficent manner towards a successful, constructive and timely Conclusion, Yours sincerely UniCredit Group AE rh - SE Miivo} Godstain Marko Remenar Hans Kosak Witlied Sentt Board Member Board Member Managing Director Managing Director Zagrobacka banka d., Unicreeit Bank Austria AG