Related Party Transaction • Jun 8, 2022
Related Party Transaction
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Completion of the transaction relating to realproperties located in the area of ul. Towarowa in Warsaw
Further to the information published in the form ofcurrent reports No. 32/2016, 39/2016, 54/2016 and 10/2022, theManagement Board of Echo Investment S.A. (the "Company")hereby reports that on 8 June 2022, a number of agreements concluded on23 February 2022 by the Company and its subsidiaries relating to realproperties located in the area of ul. Towarowa in Warsaw the right ofperpetual usufruct to which is held by Projekt Echo - 138 spółka zograniczoną odpowiedzialnością sp.k., in which the Company indirectlyholds a partial interest ("PropCo"), currently developedwith the existing shopping centre (the "Properties")entered into force.
In consequence, the other indirect shareholder inPropCo and the partner of the Company within the joint ventureestablished for the purpose of the development of the Properties, inplace of EPP N.V. together with its subsidiaries, became AFI Europe N.V.(a wholly owned subsidiary of AFI Properties Ltd., being a publiccompany incorporated in Israel and listed on the Tel Aviv StockExchange) ("AFIEurope") (the "Transaction").As a result of the completion of the Transaction the Company isindirectly entitled to a 30% profit share in PropCo.
The currently envisaged project to be developed byPropCo on a major part of the Properties includes properties withvarious uses, including office and retail areas and buildings withresidential units for rent. Within the remaining part of the Propertiesthe Company and/or its subsidiaries is planning to develop residentialbuildings with apartments for sale (the "Residential Quarters").
In particular, the following conditional agreementsconcluded by the Company and/or its subsidiaries as part of theTransaction entered into force:
(i)_#160;_#160;_#160;_#160;_#160;a shareholders' agreement between theCompany, AFI Europe, PropCo, Projekt Echo - 138 sp. z o.o. (being thePropCo's general partner), Pebworth sp. z o.o. (a wholly controlledsubsidiary of AFI Europe being the PropCo's limited parter) and Stroodsp. z o.o. (a wholly controlled subsidiary of the Company being thePropCo's limited parter), which regulates the corporate governanceprinciples of PropCo and its general partner;
(ii)_#160;_#160;_#160;_#160;development management agreementsconcluded by the Company as the developer and PropCo as the investorunder which the Company is to render certain development managementservices.
In addition, the Company's subsidiary - Projekt Echo- 137 sp. z o.o. paid to PropCo an advance payment in the amount of EUR23,664,000 (increased by VAT) under the preliminary sale agreementconcerning the acquisition of the Residential Quarters concluded on 23February 2022.
As a result of the Transaction, certain agreementsbetween the Company, EPP N.V. and its respective affiliates in relationto the Properties and binding prior to the completion of the Transactionhave been finally settled and terminated.
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