Bond Holders Notified of Disposal of Assets Previously Owned by Issuer’s Subsidiary

In relation to the provisions of Section 6.2.3 of the Bond Issue Terms and Conditions relating to LCC1910220Z2 series bonds issued on 19/10/2018, as communicated by the Issuer by way of Current Report No. 64/2018 of 19/10/2018 (“the No. 1 Bond Issue Terms and Conditions”) and having considered the provisions of Section 6.2.3 of the Bond Issue Terms and Conditions relating to LCC220523OZ3 series bonds issued on 22/05/2019, as communicated by the Issuer by way of Current Report No. 22/2019 of 22/05/2019 (“the No. 2 Bond Issue Terms and Conditions”), the Management Board of Develia S.A. (“the Company”) inform that on 29/01/2020, a subsidiary wholly owned by the Company: Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością (“WP”), acting as the seller (hereinafter referred to as “the Seller”) and a company controlled by Hines European Value Fund SCSp, based in Luxembourg, i.e. Wola Center Spółka z ograniczoną odpowiedzialnością, acting as the purchaser (formerly under a business name Gisla Sp. z o.o.)(hereinafter referred to as “the Purchaser”, with the Seller and the Purchaser being hereinafter jointly referred to as “the Parties”), entered into a final sales and purchase agreement (“the FSPA”) under a transaction concluded between companies (“the Transaction”) and concerning the sale of the perpetual usufruct right to parcels of land located at 33 Przyokopowa Street in Warsaw, including the right of ownership to an office building erected on the said land, known as the “Wola Center” building, along with tangible and intangible assets related to the said real property.

The total price of the Transactions was EUR 101,900,000 (plus an applicable amount of VAT and transaction costs). The transaction price has been designated for the full repayment of a bank loan, up to the amount of EUR 45,246,208.46, taken out under an agreement concluded by WP with BNP Paribas Bank Polska S.A., with its registered office in Warsaw, for the purpose of the construction of the “Wola Center” building. The conclusion of the loan agreement and collateral for the said instrument was communicated by the Company’s Management Board in Current Reports Nos. 45/2011 of 15/07/2011 and 53/2018 of 20/09/2018.

The foregoing transaction was communicated by the Issuer by means of Current Report No. 6/2020 of 29/01/2020, which also contained other terms and conditions of the transaction.

The aforesaid selling price is therefore above the threshold set in Section 6.2.1 of the No. 1 Bond Issue Terms and Conditions and the threshold determined in Section 6.2.1 of the No. 2 Bond Issue Terms and Conditions.

The Management Board of the Company have acknowledged that the data and calculations contained in this report are accurate.