Meritus ulaganja d d : Bonds subscription invitation to subscribe the Sustainability-Linked Bonds

MERITUS ULAGANJA D.D.

ULICA VJEKOSLAVA HEINZELA 62/A 10 000 ZAGREB

SECURITY: MRUL

ISIN: HRMRULRA0009

LEI: 74780080JD6L45P7YG07

REGULATED MARKET SEGMENT: ZAGREB STOCK EXCHANGE, THE OFFICIAL MARKET

HOME MEMBER STATE: CROATIA

PUBLICATION OF OTHER INFORMATION

In ZAGREB, July 25, 2022

BONDS SUBSCRIPTION INVITATION

to subscribe the Sustainability-Linked Bonds

issued by Meritus ulaganja Inc.

Meritus ulaganja Joint Stock Company for Managing of Companies, having its registered seat in Zagreb (City of Zagreb), at Ulica Vjekoslava Heinzela 62A, registered with the Court Registry of the Commercial Court in Zagreb under registry no. (MBS): 081210030, OIB: 62230095889 (the Issuer) intends to issue sustainability-linked bonds on the domestic capital market in the nominal amount up to the EUR 50,000,000.00, with a fixed annual interest rate and semi-annual interest payments and one-off maturity of the principal after five years with the ticker MRUL-O-277E and the ISIN HRMRULO277E9 (the Bonds). Expected issue amount, i.e. expected agregate nominal amount of the Bonds is targeted at around EUR 40,000,000.00.

The Bonds are issued on the basis of the Decision of the Management Board dated 31 May 2022 and with the consent of the Supervisory Board of the Issuer dated 31 May 2022. Pursuant to the aforementioned Decision of the Management Board, the Issuer shall, immediately after their issuance, submit application for admission to trading of the Bonds to the Official Market of the Zagreb Stock Exchange Inc.

The Issue Agent is Erste&Steiermärkische Bank d.d., Rijeka, Jadranski trg 3/a, OIB: 23057039320 (the Issue Agent).

On 14 July 2022, the Issuer published on websites of the Issuer (https://mplusgrupa.com/wp-content/uploads/2022/07/Meritus-ulaganja-d.d.-Pojednostavljeni-prospekt-izdanja-javnom-ponudom-i-uvrstenja-obveznica-poveznih-s-odrzivim-poslovanjem.pdf), the Simplified Prospectus for Public Offering and Listing of Sustainability-Linked Bonds of the Issuer dated 14 July 2022 (the Prospectus). The Prospectus was approved by the Croatian Agency for Supervision of Financial Services (the HANFA) by its Decision, class: UP/I 996-02/22-01/06, ref. no. 326-01-60-62-22-16, dated 14 July 2022. Only the information contained in the Prospectus are relevant for making a decision to invest in the Bonds. The approval of the Prospectus by the Croatian Financial Services Supervisory Agency shall not be considered as an approval of nor a recommendation to invest in the Bonds. It is recommended to potential investors to read the Prospectus before making an investment decision in order to fully understand potential risks and benefits related to a decision to invest in the Bonds.

Meritus ulaganja d.d.

• Ulica Vjekoslava Heinzela 62 A, Zagreb ● Tel.:[phone] ● Fax:[phone] ● PIN: 62230095889 ● Commercial banks: Erste&Steiermärkische Bank d.d., Jadranski trg 3A, Rijeka, IBAN: HR8524020061100933269; Podravska banka d.d., Opatička 3, Koprivnica, IBAN: HR7423860021119036043; Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb, IBAN: HR4324840081135094448; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, Zagreb, IBAN: HR2323600001102936225 ● Commercial Court in Zagreb; Company's (Court) registration number: 081210030 ● Share capital: HRK 98.203.200,00 paid in full and divided into 982.032 ordinary registered shares without nominal amount ● President of the Supervisory Board: Sandi Češko ● Members of the Bord: Darko Horvat i Tomislav Glavaš

The Bonds issue shall be conducted as a public offering to qualified investors, as this term is defined by the Capital Market Act (Official Gazette no. 65/2018, 17/2020, 83/2021) (the Qualified Investors). Bonds are denominated in the amount of EUR 100,000.00. Payment of subscribed and allocated Bonds shall be made in Kuna equivalent of the corresponding amount in euros at the middle exchange rate of the Croatian National Bank valid on the respective payment date. Repayment of principal and payment of interest shall be made in Kuna equivalent of the corresponding amount in euros at the middle exchange rate of the Croatian National Bank, and after euro becomes the legal payment currency in Republic of Croatia, repayment of principle and payment of interests shall be made in euros.

During the offer period for the Bonds (the Offer Period), interested Qualified Investors shall indicate in the subscription form the nominal amount of the Bonds they are ready to subscribe and pay for. The Issue Agent shall collect subscription forms.

For the purposes of the rules of the law of obligations, this Bonds Subscription Invitation shall not be considered as an offer, but only as an invitation to submit offers under the published terms and conditions. The submission of a duly completed and signed subscription form by a Qualified Investor during the Offer Period shall be considered as an offer to subscribe the Bonds.

Terms capitalized in this Bonds Subscription Invitation, unless otherwise defined herein, have the meaning set forth in the Prospectus.

BASIC TERMS OF THE BONDS ISSUE

Basic terms and conditions of the Bonds issue:

Issuer:	Meritus ulaganja Inc.
Country of the Offer:	Republic of Croatia
Type of Security:	Unsubordinated and unsecured Sustainability-Linked Bond
Nominal Amount of the Issue	Up to EUR 50,000,000.00
prescribed by Prospectus:
Expected (Targeted) Nominal	Around EUR 40,000,000.00
Amount of the Issue
Denomination:	EUR 100,000.00
Minimum Subscription Amount	EUR 100,000.00
on the primary market:
	HRK
	Bonds are denominated in EUR, while payment of subscribed
Settlement Currency:	and allocated Bonds shall be made in Kuna equivalent of the
corresponding amount in euros at the middle exchange rate
	of the Croatian National Bank valid on the respective payment
	date.

Meritus ulaganja d.d.

• Ulica Vjekoslava Heinzela 62 A, Zagreb ● Tel.:[phone] ● Fax:[phone] ● PIN: 62230095889 ● Commercial banks: Erste&Steiermärkische Bank d.d., Jadranski trg 3A, Rijeka, IBAN: HR8524020061100933269; Podravska banka d.d., Opatička 3, Koprivnica, IBAN: HR7423860021119036043; Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb, IBAN: HR4324840081135094448; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, Zagreb, IBAN: HR2323600001102936225 ● Commercial Court in Zagreb; Company's (Court) registration number: 081210030 ● Share capital: HRK 98.203.200,00 paid in full and divided into 982.032 ordinary registered shares without nominal amount ● President of the Supervisory Board: Sandi Češko ● Members of the Bord: Darko Horvat i Tomislav Glavaš

Ticker:	MRUL-O-277E
ISIN:	HRMRULO277E9
Issue Date:	29 July 2022
Principal Maturity Date:	29 July 2027
Settlement Date:	29 July 2022
Repayment of Principal:	bullet, at maturity
Interest Rate:	Fixed
Interest Payment:	Semi-annual
	The Issuer has to achieve the following levels of Sustainability
	Performance Targets as of the Observation Date:
	-	at least a 15% reduction of absolute Scope 1 and Scope 2
Levels of Sustainability		greenhouse gas emissions to at least 2,441.03 tCO2
Performance Targets to be		equivalent emissions in 2024 compared to 2021 baseline;
achieved on observation date:		and
	-	representation of women of 47% in the Group's
		management teams, i.e. increase of at least 4% compared
		to 2022 baseline.
Observation Date in respect of
Sustainability Performance	31 December 2024
Targets:
Publication of results of
Sustainability Performance	Latest on 30 June 2025
Targets:
	The Issue Price will be determined based on the established
Issue Price:	Yield and the Fixed Interest Rate, no later than on the first
	Business Day after the Offer Period.
Yield:	Reference Interest Rate increased by the Risk Premium
(targeted 4.25%)
	The Fixed Interest Rate will be determined on the basis of the
	Yield to maturity by rounding the decimal number of the Yield
Fixed Interest Rate:	to maturity to the first full eighth of a percentage point or, if
the decimal number of the Yield to maturity is a full eighth of
	a percentage point, then the interest rate will be equal to the
	Yield to maturity.
Increase of Fixed Interest Rate in	If an Interest Rate Increase Trigger (as defined in the Section
case of an Interest Rate Increase	5.4.10.7 of the Prospectus) occurs, the Fixed Interest Rate shall

Meritus ulaganja d.d.

• Ulica Vjekoslava Heinzela 62 A, Zagreb ● Tel.:[phone] ● Fax:[phone] ● PIN: 62230095889 ● Commercial banks: Erste&Steiermärkische Bank d.d., Jadranski trg 3A, Rijeka, IBAN: HR8524020061100933269; Podravska banka d.d., Opatička 3, Koprivnica, IBAN: HR7423860021119036043; Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb, IBAN: HR4324840081135094448; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, Zagreb, IBAN: HR2323600001102936225 ● Commercial Court in Zagreb; Company's (Court) registration number: 081210030 ● Share capital: HRK 98.203.200,00 paid in full and divided into 982.032 ordinary registered shares without nominal amount ● President of the Supervisory Board: Sandi Češko ● Members of the Bord: Darko Horvat i Tomislav Glavaš

Trigger:	be increased by 0.75 p.p. starting from the first day after the
	Interest Maturity Date immediately following the date of
	occurrence of the Interest Rate Increase Trigger, and such
	increased interest rate will continue to accrue until the
	Principal Maturity Date.
	The Reference Interest Rate will be determined after the end
	of Offer Period based on the on the basis of Bloomberg
	Generic bid yields sourced from the Bloomberg information
Reference Interest Rate:	terminal on Eurobonds of the Ministry of Finance of the
Republic of Croatia, ISIN: XS1428088626, with maturity on 20
	March 2027, and Eurobonds of the Ministry of Finance of the
	Republic of Croatia, ISIN: XS1713462668 with maturity on 15
	June 2028 interpolated to a maturity of 5 years.
Risk Premium:	200 +/- 10 bps
	-	Breach of the Issuer's obligations under the Bonds;
	-	Bankruptcy and/or termination of the Issuer, Subsidiary
		Guarantor or Material Subsidiary;
	-	Termination and change of business;
	-	Debt;
	-	Consolidated Net Debt and Consolidated Normalized
		EBITDA Ration;
Events of Default (described in	-	Dividend restrictions;
-
more detail in Section 5.4.15. of	Change of control over the Subsidiary M Plus Croatia
Prospectus)		d.o.o.
	-	Change of control over the Issuer and pledge of shares in
		the Issuer;
	-	Disposal of the Material Subsidiary and of certain
		Subsidiaries of the Issuer;
	-	Guarantees;
	-	Prohibition of pledging and encumbering certain assets;
		and
	-	Breach of other Issuer's obligations.
Paying agent during the public	Erste&Steiermärkische Bank d.d.
offer and issue of Bonds:
Depositary and paying agent
during the public offer and issue	Central Depository &Clearing Company Inc. (the CDCC)
of Bonds:
Segment of the regulated	Official Market of the Zagreb Stock Exchange

Meritus ulaganja d.d.

• Ulica Vjekoslava Heinzela 62 A, Zagreb ● Tel.:[phone] ● Fax:[phone] ● PIN: 62230095889 ● Commercial banks: Erste&Steiermärkische Bank d.d., Jadranski trg 3A, Rijeka, IBAN: HR8524020061100933269; Podravska banka d.d., Opatička 3, Koprivnica, IBAN: HR7423860021119036043; Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb, IBAN: HR4324840081135094448; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, Zagreb, IBAN: HR2323600001102936225 ● Commercial Court in Zagreb; Company's (Court) registration number: 081210030 ● Share capital: HRK 98.203.200,00 paid in full and divided into 982.032 ordinary registered shares without nominal amount ● President of the Supervisory Board: Sandi Češko ● Members of the Bord: Darko Horvat i Tomislav Glavaš

market:
Minimum amount of individual	EUR 100,000.00. There is no trading limit Above the amount
transaction for trading on	of EUR 100,000.00 on the regulated market, so transactions of
regulated market	any nominal amount above EUR 100,000.00 are possible.
Issue Agent:	Erste&Steiermärkische Bank d.d.

BOND ISSUE AND LISTING TIMETABLE

Bonds issue and listing timetable:

Start of the Offer Period:	26 July 2022 at 09:00
End of the Offer Period:	26 July 2022 at around 14:00
Publication of the Final Price and	No later than 27 July 2022
Allocation Notice:
Delivery of the Allocation Information to	No later than 27 July 2022
Qualified Investors:
Delivery of Payment Instructions to	28 July 2022
Qualified Investors:
Date of issue and admission of the	29 July 2022
Bonds in CDCC:
Publication of the Final Issue Terms Notice:	29 July 2022
Listing of the Bonds on the Official	After approval of the listing by the Zagreb Stock
Market of the Zagreb Stock Exchange:	Exchange, expected no later than 3 August 2022

During the Offer Period, the Issuer may amend the content of this Bonds Subscription Invitation (including in the part related to the duration of the Offer Period) by publishing the relevant changes to the Bonds Subscription Invitation in the same way as the Bonds Subscription Invitation.

The Issuer reserves the right to withdraw this Bonds Subscription Invitation at any time until the Bonds are registered in the SKDD's information system on the Issue Date. In such an event, any Qualified Investor who subscribed and paid for the Bonds shall be entitled to the refund of the paid funds no later than seven Business Days from the date of the Issuer's withdrawal of this Bonds Subscription Invitation, whereas such a Qualified Investor shall not be entitled to interests or default interests. In the event that it withdraws this Bonds Subscription Invitation, the Issuer may publish another bonds subscription invitation so long as the Prospectus is valid in accordance with

Meritus ulaganja d.d.

• Ulica Vjekoslava Heinzela 62 A, Zagreb ● Tel.:[phone] ● Fax:[phone] ● PIN: 62230095889 ● Commercial banks: Erste&Steiermärkische Bank d.d., Jadranski trg 3A, Rijeka, IBAN: HR8524020061100933269; Podravska banka d.d., Opatička 3, Koprivnica, IBAN: HR7423860021119036043; Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb, IBAN: HR4324840081135094448; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, Zagreb, IBAN: HR2323600001102936225 ● Commercial Court in Zagreb; Company's (Court) registration number: 081210030 ● Share capital: HRK 98.203.200,00 paid in full and divided into 982.032 ordinary registered shares without nominal amount ● President of the Supervisory Board: Sandi Češko ● Members of the Bord: Darko Horvat i Tomislav Glavaš