Execution of the final sale agreement concerning the acquisition of 100% of the shares in the share capital of the Polish subsidiaries of Nexity S.A., with its registered office in Paris

The Management Board of Develia S.A. (the “Issuer”), by reference to the current reports No. 25/2023 dated 1 June 2023 and No. 37/2023 dated 13 July 2023, announces that on 26 July 2023, the Issuer, acting as the buyer, entered into a final sale agreement (the “Final Agreement”) with Nexity S.A., a joint stock company incorporated and existing under the laws of France, with its registered office in Paris (the “Seller”) regarding acquisition by the Issuer of 100% of the shares in the share capital of 19 Polish limited liability companies being subsidiaries of the Seller (the “Transaction”): (i) Nexity Polska sp. z o.o., (ii) Nexity Polska 303 sp. z o.o., (iii) NP 7 sp. z o.o., (iv) NP 8 sp. z o.o., (v) NP 9 sp. z o.o., (vi) NP 10 sp. z o.o., (vii) NP 15 sp. z o.o., (viii) NP 16 sp. z o.o. (ix) NP 11 sp. z o.o., (x) NP 12 sp. z o.o., (xi) NP 14 sp. z o.o., (xii) NP 17 sp. z o.o., (xiii) NP 18 sp. z o.o., (xiv) NP 19 sp. z o.o., (xv) NP 20 sp. z o.o, (xvi) NP 21 sp. z o.o., (xvii) NP 22 sp. z o.o., (xviii) NP 23 sp. z o.o., and (xix) NP 24 sp. z o.o., all having its registered seat in Warsaw (the “Acquired Companies”).

Within the Transaction, the Issuer additionally took control over 10 limited partnerships (whose limited and general partners are Acquired Companies), conducting development activity in Poland: (i) NP 11 sp. z o.o. sp. k., (ii) NP 12 sp. z o.o. sp. k., (iii) NP 14 sp. z o.o. sp. k., (iv) NP 18 sp. z o.o. sp. k., (v) NP 19 sp. z o.o. sp. k., (vi) NP 20 sp. z o.o. sp. k., (vii) NP 21 sp. z o.o. sp. k., (viii) NP 23 sp. z o.o. sp. k., (ix) NP 8 sp. z o.o. sp. k. and (x) NP 8 Bogucicka sp. z o.o. sp. k. , all based in Warsaw (the “Limited Partnerships”, and together with the Acquired Companies, the “Group of Companies”).

The aggregate purchase price for the shares of the Acquired Companies was EUR 100.0 million (the “Price”) – as referred to in the current report No. 25/2023 dated 1 June 2023. The Transaction structure assumes that the current cash flows and profits generated in 2023 shall be accrued to the Issuer. The Price was paid in total on the date of the Final Agreement.
The Final Agreement (by making reference to the Preliminary Agreement) contains standard provisions for this type of transaction relating to representations and warranties of the Seller and the Issuer and rules of liability of the Parties and risks’ securities. In connection with the Transaction, in order to secure the Seller’s liability for breach of representations and warranties, the Issuer obtained an insurance policy covering the Seller’s liability for representations and warranties. The basis for this report is a materiality of the event in terms of the Issuer’s operations.

The information contained in this report constitutes confidential information within the meaning of Article 7 of the MAR Regulation.

Legal basis: Article 17(1) in conjunction with Article 7(1)(a), (2), (3) and (4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as amended (“MAR Regulation”) in conjunction with Art. 2 and 3 of Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards as regards the technical conditions for appropriate public disclosure and delay of public disclosure of inside information pursuant to Regulation (EU) No 596/2014 of the European Parliament and of the Council.