Echo Investment S.A.

Related Party Transaction • Nov 27, 2024

Report Content Subject:Conclusion by a subsidiary of EchoInvestment S.A. of a conditional agreement for the sale of ownership tothe real property located atAl. J.Piłsudskiego 24in Łódź, developed withthe React office building

Legal basis: Art. 17.1 MAR - inside information

The Management Board of Echo Investment S.A. (Issuer)informs that on 27 November 2024a subsidiaryof the Issuer, i.e.React - Dagnall spółka zograniczoną odpowiedzialnością- S.K.A. with itsregistered office in Kielce, as the seller (Seller), and Maggioraspółka z ograniczoną odpowiedzialnością with its registered office inWarsaw, as the buyer (Buyer, whereby the Buyer together with theSeller shall hereinafter be jointly referred to as theParties),_#160;concludeda conditional sale agreement concerning the real property located at Al.J. Piłsudskiego 24 in Łódź, owned by the Seller (Agreement).

On the basis of the concluded Agreement, the Buyerpurchased the Seller's real property and other assets, including inparticular:

(a)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;the ownership right to the propertylocated in Łódź at Al. J. Piłsudskiego 24, comprising (i) plots of landNo. 427/13, 428/12 and 432/39, S-6 precinct, covered by the land andmortgage register number LD1M/00167804/8 maintained by the DistrictCourt for Łódź-Śródmieście in Łódź, 16th Land and Mortgage Department,and (ii) plot of land No. 427/15, S-6 precinct, covered by the land andmortgage register number LD1M/00213899/8 maintained by the DistrictCourt for Łódź-Śródmieście in Łódź, 16th Land and Mortgage Department,developed with the office building under the name _quot;React_quot; (Building)and all structures, installations and other facilities serving theBuilding (Property);

(b)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;the ownership of the movable propertyspecified in the Agreement,

on the condition that the Mayor of Łódź does notexercise the pre-emption right to purchase the Property pursuant to art.109 section 1 item 4a) of the Real Estate Management Act of 21 August1997.

The Agreement stipulates that the agreement ontransfer of the ownership of the Property (Transfer Agreement)will be concluded within 10 business days, calculated from the receiptof the Mayor of Łódź's statement on not exercising the pre-emption rightor ineffective expiry of the deadline for submitting such a statement,whichever occurs earlier. The execution of the Transfer Agreement issubject to the Buyer obtaining an external financing.

The price payable under the Transfer Agreement (Price)will amount toapprox. EUR32.5million plus VAT.

At the date of the Transfer Agreement, amountcorresponding to 90% of the net Price will be paid to the Seller. Theremaining part will be deferred for up to 12 months (Deferred Payment).The Deferred Payment will bear interest at the rate of 8.5% per annum,calculated up to the date of payment.

The Parties have also concluded a quality guaranteeagreement with respect to the Building (Quality Guarantee Agreement)and a rental guarantee agreement (Rental Guarantee Agreement),which will enter into force on the date of conclusion of the TransferAgreement. The basic provisions of the Quality Guarantee Agreementprovide for granting the Buyer a quality guarantee for the Building andstructures located on the Property. The basic provisions of the RentalGuarantee Agreement provide for (i) granting the Buyer a guarantee thatthe Seller will cover the rental payments and service charge paymentsfor a part of the Building that is planned to be leased to a new tenantafter the conclusion of the Agreement, and (ii) payment by the Seller tothe Purchaser of the value of the unexpired rent-free periods and rentreductions granted to the tenants of the Building calculated as at thedate of the Transfer Agreement. At the date of this report, the Buildingis leased up to 96%.

The provisions of the Agreement do not differ fromthe provisions used in these types of transactions. The Agreementcontains standard provisions for this type of transaction regardingrepresentations and warranties of the seller and the buyer and regardingthe Parties' liability as well as the provisions relating to appointmentin the Transfer Agreement of the Seller as the contractor of certainfit-out works in the premises in the Building covered by the RentalGuarantee Agreement.

The Issuer will announce the conclusion of theTransfer Agreement in a separate report.