Waberer International : Acquisition of MDI in Serbia – Introduction & Rationale

WABERER'S GROUP

M&A Presentation

April 02, 2024

Acquisition of MDI in Serbia - Introduction & Rationale

COMPLEXITY I EXPANSION I SUSTAINABILITY I STABILITY I PEOPLE-FOCUSED

In line with its strategic goals, Waberer's has acquired 55% shares of MDI in Serbia

In October 2023, Waberer's signed sales and purchase agreement to acquire 55% of MD International Ltd. (with an option to acquire the remaining 45% stake). The transaction has been closed on 28 March, 2024.

TRANSACTION OVERVIEW

• MDI

  Business Overview

  ▪ The core activity of MDI is distribution and warehousing of mainly FMCG products (cosmetics, detergents, food, etc.) in Serbia

• ▪ MDI operates in a central warehouse in Belgrade and in 3 additional cross-dock warehouses in the countryside (total of 10 000 m2) and has a fleet of 140 vehicles in various sizes

• ▪ MDI owns a land close to Belgrade where new warehouse development is planned

• ▪ MDI acquisition is in line with Waberer's defined strategy is to extend its contract logistics activity in the Central-European region

• ▪ The regional expansion could provide further growth opportunities & also provides us the ability to serve the growing demand of multinational customers to provide logistics services on regional level instead of standalone country-by-country focus

• ▪ The transaction is financed from the bond issuance in H1 2022

• ▪ The agreed capital increase for the planned warehouse development, related to the transaction, is also financed from the bond issuance of Waberer's

• ▪ Waberer's, through its subsidiary WSZL Ltd., has acquired 55% of MDI, while the previous owners - two Serbian private persons - remain with the company with a share of 22.5%-22.5%

• ▪ The planned warehouse development is organized into a separate SPV, in which Waberer's will have 55% ownership through a capital increase after necessary construction permits are received

• ▪ Call option for Waberer's for the remaining 45% of MDI shares after 14 months; put option for the co-owners after 4 years (pricing based on future net income of MDI)

MD International Ltd. at a glance

Business overview	Financial Performance (in million EUR)*
▪ MD International Ltd. (MDI) was founded in 1997 ▪ HQ in Belgrade, rented logistics centres in Belgrade, Niš, Novi Sad and Čačak ▪ Service Portfolio: ▪ Distribution: The company's main activity is warehousing, transporting and distributing household chemical products, mainly detergents, cosmetics, as well as food products ▪ Due to local market specialities, wholesaling activity is also covered by the distribution partners of FMCG companies	The chart is not to scale.
Key customers	Key Figures
	140 vehicles 280 employees 10 000 m2 warehouse capacity

* The details of financial consolidation (equity method vs. subsidiary consolidation) of MDI to Waberer's figures is in harmonization with auditors

MDI acquisition fits into the main pillars of Waberer's Strategy 2027

Strategic PillarsContribution of MDI acquisition

Infrastructure and Technology Development

Increasing Added Value

Diversification

Sustainability

New warehouse development in Serbia on the land of MDI to extend the operationAdapting to international, blue-chip client needs - regional contract logistics solutionsGeographical diversification & new growth opportunities - regional expansion to SerbiaIncrease in energy efficient warehouse capacity

Utilizing synergy opportunities following the transaction

Regional Expansion

MDI could serve as expansion vehicle in the region (e.g.: North-Macedonia, Montenegro, Kosovo,

Albania)

Knowledge Transfer

Warehouse development capabilities

Contract logistics knowledge transfer

Post acquisition tasks and goals

MDI becomes a part of the Contract Logisticssegment of Waberer's

Warehouse development in separate SPV

Utilizing cross sale opportunities in regard of theexisting client portfolio of Waberer's and MDI

Expand MDI's service & customer portfolio withautomotive, food and electronics clients

Call option opens for Waberer's for the remaining45% of MDI

Put option opens for the previous owners to selltheir remaining 45% of MDI to Waberer's

Disclaimer

This presentation may contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore should not have undue reliance placed upon them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties that are not predictable. We caution you that a number of important factors could cause actual results to differ materially from those contained in

any forward-looking statement that are not guaranteed by the management. Such factors are described in, among other things, the Annual Report 2022 dated 18 April 2023, which is available on our website for investors athttps://waberers.com.

WABERER'S GROUP

M&A Presentation

Thank you for your attention!

WABERER'S INTERNATIONAL Plc.

H-1239 Budapest, Nagykőrösi út 351.

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