Information on Making Loan Agreement

With reference to Current Report No. 25/2023 – “Making Sales Agreement for Acquisition of 100% of Shares in Share Capital of Polish Subsidiaries of Nexity S.A., Based in Paris”, the Management Board of Develia S.A. (the “Company” or the “Issuer”) inform that on 14 July 2023 the Issuer, as the borrower, entered into with mBank S.A. and Powszechna Kasa Oszczędności Bank Polski S.A., as the loan organisers and, the original lenders, mBank S.A. as the loan agent and Powszechna Kasa Oszczędności Bank Polski S.A. as the insurance agent, a loan agreement for the amount of up to PLN 200,000,000 (the “Loan Agreement”).

The loan will be made under the Loan Agreement to finance or refinance a portion of the acquisition price for 100% of shares in share capital of Polish subsidiaries of Nexity S.A., based in Paris.

The loan will be disbursed in full as a one-off payment at the Company’s request, upon the satisfaction of conditions precedent specified in the Loan Agreement.

The loan will bear a variable interest rate comprised of a base rate equal to WIBOR 3M (or a corresponding alternative rate) plus a margin.

The loan will be repaid in equal quarterly instalments according to the schedule set out in the Loan Agreement, and the final loan repayment date is 13 July 2028.

The following security will be provided for the lenders to cover debts owing to the lenders from the Company in respect of the Loan Agreement: (i) suretyship by certain acquired entities; (ii) contractual mortgage on real properties of the Company and certain acquired entities of up to PLN 300,000,000; (iii) registered and financial pledges on the Company’s bank accounts; (iv) powers of attorney relating to and a hold on the Company’s bank accounts; (v) assignment of rights and claims arising from specific documents, including documents relating to the acquisition of Nexity S.A.’s subsidiaries; and (vi) a declaration on the submission to enforcement in the form of a notarial deed by the Company and acquired entities.

The Loan Agreement sets out specific provisions that put restrictions on the Company, including restrictions on decision-making with respect to material assets of the Company and encumbering them and incurring certain financial liabilities that exceed amounts agreed.

The Company’s breach of its obligations stipulated in the Loan Agreement will give the lenders the right, among other things, to terminate the Loan Agreement and request immediate loan repayment along with the payment of contractual default interest and other costs and charges.

Legal basis: Article 17(1) in conjunction with Article 7(1a), (2), (3) and (4) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (the 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 (the “MAR”) in conjunction with Article 2 and 3 of the Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council.