Joint Venture Co-operation Agreement Signed by Issuer

Report number 20/2024

Legal basis: Article 17(1) of MAR - inside information

With reference to Current Report No. 56/2023 of 31 October 2023 and Current Report No. 11/2024 of 13 February 2024, the Management Board of Develia S.A. (the “Issuer”) inform that on 11 March 2024 the Issuer and entities which were not related to the Issuer, including, but not limited to, investment funds managed by Rockbridge TFI S.A. and entities which were not related to the Issuer (the “Partners”) concluded a joint venture co-operation agreement (the “JV Agreement”) with the intention to carry out through a project company (the “JV Company”) and its respective subsidiaries a common multi-stage project entailing the construction and commercialisation of residential and business premises having the usable floor area of not more than 90,000.00 sq. m (ninety thousand square metres) on a real property located in Gdynia Leszczynki (the “Common Project”).

Following two increases in the JV Company’s share capital, the Issuer will take up in aggregate 50.01% of shares in the JV Company in exchange for the total contribution in cash amounting to PLN 75,000,000.00 (seventy-five million zlotys), being the initial capital commitment of the Issuer for the Common Project. The Partners will hold in total 49.99% of shares in the JV Company. None of the participants in the Common Project is an entity related to the Issuer within the meaning of the related entity, as defined in the international accounting standards.

The Issuer, as an entity managing the Common Project, both at the JV Company management board level and pursuant to separate Common Project management agreements, will be responsible for all activities relating to the implementation of the Common Project, including the Issuer’s provision, against payment, of project management and residential and business premises construction and commercialisation services on the real property in Gdynia Leszczynki.

The other JV Agreement assumptions, including those relating to the assumptions based on which the Common Project will be implemented, do not vary from provisions generally applicable to agreements of this type.

According to the Issuer, the information pertaining to the conclusion of the JV Agreement constitutes inside information within the meaning of Article 7 of the MAR not only given the value of the Common Project, but also due to the fact that the Common Project, if carried out, may be of relevance to the assessment of the Issuer’s implementation of its property development projects strategy, which was communicated by the Issuer in Current Report No. 12/2021 of 18 February 2021.

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.