BUSINESS PLAN AND INNOVATIVE BUSINESS MODEL PEKO KOOPERATIVA

BUSINESS PLAN AND INNOVATIVE BUSINESS MODEL PEKO KOOPERATIVA z. o. o. , WHICH WILL BECOME A MODEL FOR THE RESTRUCTURING OF ALL STATE-OWNED COMPANIES IN SLOVENIA AND ELSEWHERE AROUND THE WORLD AND THE MODEL FOR THE ESTABLISHMENT OF NEW COMPANIES IN SLOVENIA AND AROUND THE WORLD. Vrhnika, 9 th March 2016 1

BUSINESS PLAN and BUSINESS MODEL OF A RESPONSIBLE SOCIAL COMPANY, PEKO KOOPERATIVA, a cooperative • it is the most important document that we, the volunteers, have prepared for verification of all elements of the future performance of the company Peko Kooperativa, in which we defined its new vision, mission, values and goals and described a strategy of how to realise the vision, mission and long-term, medium-term and short-term plans of the new company Peko kooperativa, which is developed on the ruins of the Peko d. d. in bankruptcy, but with the knowledge, experience and a 113 -year tradition of Peko. 2

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MISSION STATEMENT OF PEKO COOPERATIVE The mission of the Peko kooperativa - the cooperative is to act with the high responsibility in the field of the footwear, the clothing and fashion accessories industry with the use of the best possible, mostly natural materials, which can be recycled or will be possible to recycle in the future with the development of new technologies. Our mission is to provide footwear and clothing to all the people who understand how important it is to wear good quality things, when it comes to protection of our body, and especially of the feet, being used most of the day. 4

MISSION STATEMENT OF PEKO COOPERATIVE • Care will be primarily taken for the manufacture of suitable footwear for children and young people, who are in a period of development and therefore are the most vulnerable group, and are often victims of the cheap and bad footwear, which often causes the deformation of their feet, toes, arch, and other parts of their legs and the whole body posture. • Company Peko kooperativa will become well known due to the long-standing tradition of the company Peko, excellent quality, durability, excellent design and due to the use of pure, natural materials and still offer affordable prices and options for customers, with flexible financial options to be able to buy for them suitable Peko products, and at the 5 same time, we will establish and cultivate a long-term cooperation.

MISSION STATEMENT OF PEKO COOPERATIVE With the appropriate communication and the facts about the quality, durability, comfort and design, we will try to make our clients see the well known saying: that we are never so rich, that we would buy cheap and low quality products. In this regard, it is our mission to make customers even more conscious and to raise the consumer culture in footwear, clothes and different fashion accessories from natural materials. We will develop these with our potential customers and in society more broadly, as well as widen the possibilities to communicate effectively and receive feedback from our clients on the design and quality of our products. Our customers are our essence; therefore, it is our mission to act in their satisfaction with all the best powers in the aforementioned three areas. With our products we want to be a great 6 benefit to all.

MISSION STATEMENT OF PEKO COOPERATIVE • Business-cooperative Peko kooperativa has a mission to act in harmony with nature and not against it, which will mean a constant search for new possibilities of manufacturing our products from recycled or other natural materials, which production will not be causing pain or any other harm, such as exploitation, to anyone. • As far as the internal organisation of our company Peko kooperativa is concerned, it is our mission a permanent building and nurturing of highly professional, genuine, truthful and friendly relations. We follow the principle of being professionals and great friends. Our mission is also in this respect, to become a good example to all other companies, because we are convinced that excellent products and achievements in high production and sales steam as a positive result of our good people-to-people relations. We are well aware that each of our products reflects primarily how much positive energy comes from good people-topeople relations, good working conditions and the satisfaction of our coworkers, therefore we are already emphasized in our VISION STATEMENT, that our work is love, becoming visible. 7

VALUES IN THE PEKO KOOPERATIVA 1. INTEGRITY Our word is bounding. We work, we respect each other, and we learn in the loving relation towards each other. We operate in accordance with the highest ethical and moral values. We fulfill the given promises. 2. LOYALTY We are loyal to the Peko kooperativa. We are faithful to the Peko kooperativa, but also active in the local community and wider in Slovenia. We are dedicated and committed to the common goal – the progress of the Peko kooperativa, achieving the VISION of Peko kooperativa, the local community and Slovenia. We co-create, accept and respect the set of rules we agreed upon. 3. RESPONSIBILITY to yourself, to work, to colleagues, cooperative members, clients and business partners is our virtue. What is to be done, we make the best of our ability and without delay. 8

VALUES IN THE PEKO KOOPERATIVA 4. POSITIVE ATTITUDE In Peko kooperativa we welcome positively centered people who are always looking for better solutions. People, who criticize without the facts and take energy, are not welcome. Each member should contribute to the team with their own positive energy. 5. ORIENTATION TOWARDS PEOPLE For Peko kooperativa – for staff, cooperative members, customers and business partners, we are prepared to do everything to our best ability. We pass our positive enthusiasm to the staff in Peko kooperativa, to our customers, cooperative members and all the people that we encounter in the operations of the Peko kooperativa, because we know that we can be really happy, when other people are satisfied with our work and products. 6. OPEN COMMUNICATION We are openly telling what we think and feel. We are ready to receive the facts based criticism about ourselves and our work for others. Another person - a colleague is taken as a unique, irreplaceable and unrepeatable being. Every positive contribution, and everyone is appreciated and taken into account in our operations. More people know more. We are looking for excellence. We draw the inspiration for our good deeds from the ocean of wisdom of our colleagues, cooperative members, customers, competition, our business partners and other people at home and 9 around the world.

7. CONTINUOUS TRAINING AND CARE FOR THE MENTAL AND PHYSICAL HEALTH The members of the team Peko kooperativa we are proactive. Therefore, we are committed to continual formal and informal education at home and abroad. For us, knowledge represents light which illuminates our path and is our ally. We take care of our physical fitness, which means that we take preventive care for our own health. 8. WINNING ATTITUDE What is good we can make even better. We understand that doing good comes back with even more good. In achieving the goals of the Peko kooperativa we want to be among the best. We insist on the path of the winning of the Peko kooperativa, co-workers, our customers, cooperative members and business partners. 10

9. WINNING TOGETHER In Peko kooperativa we operate in togetherness. Well-minded coworkers, colleagues, cooperative members and business partners from Slovenia, Europe and the world are linked in Peko kooperativa. We respect the set rules and we work in terms of: All for one, one for all. Helping everyone in achieving their objectives. Each person is the best, together we are invincible. 10. SHARING THE FRUITS OF OUR WORK, WHICH IS LOVE, THAT BECOMES VISIBLE The division of the added value which we create, we divide every three months, in three parts: 1/3 COOPERATIVE MEMBERS, 1/3 SHALL BE ALLOCATED TO THE DEVELOPMENT, PURCHASE OF NEW TECHNOLOGIES, EDUCATION AND TRAINING FOR EMPLOYEES, 1/3 OF THE SURPLUS GOES TO EMPLOYEES, DEPENDING ON THEIR INVESTED EFFORT AND IN REGARDS TO RESPONSIBILITY OF THEIR WORKPLACE. WITH GOOD AND GENUINE HUMAN RELATIONS IN PEKO KOOPERATIVA WE 11 WILL STAND STAY FOREVER!

BUSINESS PLAN AND BUSINESS MODEL PEKO KOOPERATIVA IS COMPOSED OF THE FOLLOWING MAJOR COMPONENTS: • Organisational form and business model of the company • Presentation of the products of the company and the industry • The study and analysis of the market • Marketing plan • Human resources and organisation • Product development • Business process and manufacturing resources • The forward planning (short, medium and long-term plans) • Critical risks and challenges (potential problems) • The financial plan for the next 5 years • Acquisition of financial assets 12

BUSINESS PLAN AND BUSINESS MODEL PEKO KOOPERATIVA z. o. o. Organizational form and business model of the company Cooperative with internal and external cooperative members (internal cooperative members are employees, external are investors, cooperants, suppliers and buyers of our products). Innovation at the global world level is the division of the created value added by thirds: 1/3 for the internal members – employees, 1/3 for the external cooperative members and 1/3 for the development of a new technology and all the rest. 13

Presentation of products of the company and the branch of industry We will be producing three GROUPS of products, and these are the footwear, the clothing and the accessories. • High quality footwear in five quality and price classes (lower, middle, higher and high and unique quality class) SPECIALTY - INNOVATION, THAT ALL PRICES ARE THE SAME WITHIN A SPECIFIC PRICE CLASS, EXCEPT FOR THE UNIQUE PIECES. High class is the class in which the design has been present from a tradition since 1903. An example for this is Volvo – here we see the evolution of the product, but the tradition remains. • High quality accessories • High quality fashion clothing • Service and product development for others, and servicing, repair of their and other products. 14

Study and analysis of the market According to the latest market study by Peko d. d. , the researchers for the Slovenian market found the following meaningful results: 1. 70% of business women do not visit Pekovih stores, 30% of them visit only sometimes, among young people 83% of the respondents do not visit Peko stores, and 17% only sometimes. 2. Business women who are visiting Peko stores, explain that the strongest argument for them to visit are the quality of the footwear and good prices. In the stores they are visiting they are most satisfied with the quality (fashion) of the footwear, and least satisfied with the diversity of supply of the footwear. 3. Young customers visit Peko mainly because of the quality of the footwear, one half comes to the shop because of the prices, selection available, novelty, or curiosity. In Peko stores the visitors are most impressed with the friendly advice (36%) and a pleasing shop environment (2'5%). Those who don't visit shops feel that the shops do not offer enough of a variety of products (52% of answers). 15

4. Just over 10% of business women buy 1 to 2 pairs of shoes per year, 44% 3 to 4 pairs, a bit more than 20% 5 to 6 pairs, or over 7 pairs; for young people shopping habits does not deviate substantially, as 43% of the respondents buy 3 to 4 pairs per year, 10% 1 to 2 pairs, 30% 4 to 5 pairs and 17% more than 7 pairs. 5. With business women the most important factors for the selection of footwear are comfort (more than 30% of respondents), as well as fashion and quality (a bit less than 30% of the respondents). With young people the most important factors are fashion (31%) and comfort of the footwear (33%). 6. Brand Peko is recognized by 76% of business women as a high-quality and comfortable footwear, intended for older people (41%), and to some lesser extent also as a footwear for the whole family, or for buyers of a middle-aged group (29%). 18% of them do not recognize the features of the brand. 7. Most young people do recognize the brand for quality and comfort (63%), after which demand especially the elderly (36%) and consumers of the middle-aged group (39%). 23% of young people do not recognize the features of the 16 brand.

CONCLUSIONS • A large part of the interviewed participants about the Peko shops and footwear – over 80% (of the actual and potential consumers) do not see Peko as the first choice, since they almost never or only sometimes visit the shops. The lowest interest for Peko is from the "business women", of which 70% never visit Peko shops, and from the "young people", of which the same answer is as much as 80%. • In all the surveyed groups the satisfaction of visiting shops is strongly related to the QUALITY of the FOOTWEAR, and most seem to be dissastisfied with the diversity of products offered. Among the "young people" and "business women", in addition to the diversity of products, factors for dissatisfaction that stand out are also the quality and fashion of the footwear, although the same two groups, together with other respondents, set far in the first place the QUALITY and COMFORT of the FOOTWEAR among the identifying factors of a brand Peko. Shoes Peko are according to the opinions of employees and of interviewed visitors the most suitable for the whole family (so do think 53 – 65% of the respondents), while the two groups of respondents, the business woman and the young, see it primarily as a footwear for the elderly and middle age consumers. 17

• The centre of gravity, in the perceptions of the respondents and in the content of their answers, were factors about the products that are the most important bearer of the brand. However, it is worth noting that, on average, close to 30% of the respondents highlighted as important factors for satisfaction also the sales service or advice from the sellers. In both focus groups one-fifth of respondents (between the elements of the grievance) emphasised the reasons for not visiting the shops: the unpleasant shop environments. • From the data collected it is possible to conclude the following: consumers (buyers) in Peko appreciate the friendliness of the sellers/shop assistants and the quality of the footwear; the brand of Peko still remains the synonym for the good quality and a comfort footwear, which is designed for the whole family. 18

RECOMMENDATIONS FOR THE DEVELOPMENT OF THE BRAND In the long term development of the company the development of the brand must have an important place. From the research it is clear that in consumers' perceptions there is still a fairly clear notion of the values of the brand. The marketing strategy of the company and the marketing of the footwear must be sufficiently convincing that a higher number of customers will come to stores Peko or order products online. It is necessary to increase the diversity of the products on offer (which in the survey is by far the most pronounced factor), change the size and improve the appearance of shops (which can affect primarily the number of those people who impulsively decide to purchase the footwear), invest in the active marketing and create a sales capabilities in the most visited places in commercial centres. In the future it is necessary to follow our strategic orientation more decisevely: - either in the achievement of the highest sales by focusing on a narrower segment of the footwear – e. g. quality and comfortable shoes for the older and middle age consumers, that is in a direction of the values that consumers (already do or will? ) recognize and appreciate; - or in the development of the wider supply and focusing on a larger number of target groups of consumers (Mass 19 strategy).

Both versions require a set of harmonised and varied activities through which the company will improve its competitive advantages. Depending on available capacities of the company the first version has more chances for success. This option represents a greater focus on a smaller number of segments (e. g. quality and comfort for the elderly and the quality and fashion for younger) and for the future strategic performance of the company means: - a demand for a faster pace of development and a wider variety of products for target segments, both for the products under the trademark Peko as well as for the products of other brands that make or supplement Peko supply; - a demand for a stronger and focused marketing communication and a request for the original, modern and message-carrying design of the outlets. Because on the market there are no longer many Slovenian companies, whose brands still carry messages so alive, it would be a great pity that in its behavior and the functioning, the company abandons the values, and a competitive advantage steaming out of them. Our goal is to strengthen them. 20

Marketing plan Each buyer of Peko footwear and other products, at home and around the world, will become a cooperative member of Peko kooperativa with a certain percentage of the selling price, and as such will also be involved in the sharing of a profit – this representing a completely new approach to the marketing. While those who will bring in new customers and at the same time new cooperative members, with network marketing, will also be rewarded. Following the logic, that we will make great products which will be a synonymous for a quality and that every buyer will become a coperative member, this will be the best way of marketing; INNOVATION IN TERMS of MLM MARKETNING – all of those who will bring new customers to Peko kooperativa, will also be rewarded with a certain percentage from the purchases from the one they have impressed to buy our products. Internet store will be supported by 50 and more sales sites in Slovenia, with cooperants who are already marketing shoes of other brands and by stores and boutiques with clothing and fittings. Later, in accordance with the plans, it will grow wider, everywhere in Europe and around the world. An immediate start of marketing, when we agree with the bancruptcy administrator about the sales of stock from the warehouses, with stock's segmentation by quality and price categories, and advertising that with every purchase the customers become cooperative members; Preparation of new collections, prototypes and marketing according to the same principle, but with the new collections come also the benefits due to the advance payments; 21 The opening of new, carefully selected, market pleasing and designed, shops and sales outlets for our products.

Human resources and organisation We will begin with 25 employees: 20 production workers, one of them will be a production manager and one his deputy; 1 product developer; 2 sales and marketing executives, from which one is an IT specialist, and one will cover purchase, or this will have to be run from the composition of the overhead of employees, including the director; 1 bookeeper, operational accountant and administrator for the payment of accounts and the secretary to the director; 1 President – manager, the motivator and the administrator of the common good. With the development and growth, we will keep adding new working power: cooperants, students, contractual staff, etc. In our plans we have already developed an organisational structure, with all the services and departments, even with the description of the duties and tasks of the employees. But in the beginning, to strengten even more the core of our business, we will all undertake any of the duties necessary. So we will start and we do not expect changes except if they will be some unexpected urgent additional needs, possibly foreign markets. Cooperation with established and experienced companies in different fields, which are proficient with the 22 contractual details of the existing projects or services, such as marketing.

Product development The products will be developed at home in cooperation with all national institutions and in cooperation with the development of other companies. Depending on the successful dynamics of the business, we will again gradually form a team of development experts. It is quite possible that we will develop projectbased cooperation with professionals who are already working in Peko and with others. In accordance with our vision and mission we will endeavour to constantly look for new development solutions, both in the field of materials, as well as in forms and technologies, to produce the best possible innovative products of the cooperative Peko kooperativa. The full plan and financial assessment of the optimal product development is the annex of this business plan. 23

Business process and manufacturing resources The basic business processes will be held at the company headquarters in Tržič in the old building of Peter Kozina. Some processes will be outsourced to the cooperants – cooperative members, who will be interested in this cooperation and will want to create synergies. We will strive to obtain various cooperants in Tržič and in the surrounding area, while for the cases of a sudden increase in orders we will look for cooperants – cooperative members around Slovenia and wider. In the beginning we will hire the required number of machines and equipment for the production of 150 pairs of shoes and leather accessories per day, for which we already submitted a competitive bid to a bankruptcy administrator. The offer was also made for the progressive takeover of the existing stocks of the repro material, the rest we will purchase according to the production needs, all from providers with the best offers. Shipping will be outsourced to cooperants, selected by their best offers. 24

The plan (short, medium and long-term plans) Short-term, First year • Registration of the cooperative Peko kooperativa: 14. 06. 2016 entry in the Court register and in the records of Ajpes • Carry out public tenders for the jobs (pending, interviews taking place as well) • Applications to be made on all available domestic and foreign calls for tenders for the acquisition of the startup financial resources and meetings with banks, even or especially with the cooperative ones (deadline: immediately – ongoing) • Until the 3 rd of May, when we will start with the production, it is the task of all, on the basis of this plan, to invite and secure new larger cooperative members to procure startup funding. (deadline: immediately – ongoing) • Selection of the production materials from the warehose of Peko d. d. in bankruptcy and the purchase of other material needed for the orders from the retail • Starting immediately with the sale of the stock of Peko d. d. in bankruptcy, if and when our offer is taken into account or accepted. • Creating a website and online store (deadline; immediately – done, testing and developing, the online store will open when the first products are available) • Municipalities, in which the workers who have lost their jobs live, are encouraged to cooperate and help with the financial assistance for the start of the production (deadline: immediately – ongoing promotion) • "Kick starter" for the acquisition of new cooperative members, suggestions, ideas, and resources to initiate the production - in 25 Slovenia and abroad (dedaline: immediately - ongoing)

The medium-term plan, from 3 – 7 years of operation: • Expansion to the foreign markets since the beginning of the operation, timescale 3 - 7 years. • Expansion of production and staff resources in Tržič and elsewhere in Slovenia. • In Slovenia, in the republics of former Yugoslavia, and in other countries of Europe, the opening of retail outlets and development of cooperatives as well as getting more of the new cooperative members through the sale of our products. 3 - 7 years. • Opening of new production lines after the business model in the European countries. 3 - 7 years. • Modernising production, development of new technologies and materials (permanent task). • Continuing education and training of employees and in line with the growth and new employment. 26

Long-term plans after the 7 years of operations until the year 2033: • expansion to the foreign markets of the world, outside Europe, • in these countries (in the world) opening of retail outlets and the acquisition of more and more new cooperative members through the sale of our products, cooperant suppliers, wholesale companies, manufacturers of our components and others, • the opening of new production capacities as planned in the business model of the cooperative Peko kooperativa in the countries of the world (continuous task), • modernising production, the development of new technologies and materials (permanent task), • continuing education and training of employees and in line with the growth and new employment (permanent task). 27

Critical risks and challenges (potential problems) • Possible failure of the possibility of renting the premises, machinery, equipment and stock of footwear and repro material, following the decision of the Peko d. d. bankruptcy administrator. • Not acquiring the brand name. • Lack of start-up capital. • Seasonal risks due to the weather changes. • Risk of wars and natural disasters in the countries where we operate. 28

Financial plan for the next 5 years 3 million Euros start-up capital. 150 pairs of shoes per day at a price of 30 Eur to 100 Eur for the pair. Value added for the lower class 20 € – share to become a cooperative memeber Value added for the middle class 50 € – share to become a cooperative memeber The added value for the higher class € 100 – share to become a cooperative memeber The added value for a high class 150 € per – share to become a cooperative memeber The added value for a unique piece class on average of 200 €. 29

Value added, on average, will be 104, 00 € per pair. 150 pairs of shoes in a day is the added value of 15. 600, 00 €. 15. 600, 00 Euros per day per month with an average of 20 working days is 312. 000, 00€. 312. 000, 00 eur per month per year is 3. 744. 000, 00 € value added. 30

Our annual growth will be between 3 – 7 %, on average 5%, which means 187. 200, 00 Eur annual growth of value added. In five years we will increase the added value by 936. 000, 00 Eur, which all together represents in gross 4. 680. 000, 00 € value added. 31

Acquisition of financial assets - Investors for good and profitable investment – large cooperative members and small holder cooperative members - European funds - Slovenian resources through tenders - Municipality funds and grants - Banks on the basis of the business plan and our own funds - Sales of the existing stocks Peko d. d. in bankruptcy - Kick starter and sales of new collections by advance payment 32

Acquisition of financial assets The possibility of the deposit to join the cooperative immediately: Peko kooperativa z. o. o. , Stara Vrhnika 116, 1360 Vrhnika (temporary address) Registration number: 7089830000, Tax number: 56766572 (not taxable) Bank account (BIC): SI 56 6100 0001 4271 763 SWIFT: HDELSI 22 Purpose of transfer: acquisition of shares 33

THE AUTHOR OF THE INNOVATIVE MODEL OF PEKO KOOPERATIVA Ladislav Troha All rights reserved, an innovative model of cooperative Peko kooperativa and a single bussines plan, which is the result of work of several of the participating volunteers, is protected by the Office for intellectual property under the reg. number _______ on (the date _________ Vrhnika, 9 th March 2016 34