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10-K-AFS - MLP GROUP ANNUAL REPORT FOR THE YEAR ENDED 31.12.24

Company: The Israel Land Development Company Ltd. Date: 2025-03-19 Language: English Register to download
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## **Contents**

| I.   |                                                                      | Statement of the Management Board 18                                                                                                                                                                               |  |  |
|------|----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|
| II.  |                                                                      | Selected financial data of the MLP Group S.A. Group 19                                                                                                                                                             |  |  |
| III. |                                                                      | Consolidated financial statements 23                                                                                                                                                                               |  |  |
|      | Authorisation of the consolidated financial statements for issue  23 |                                                                                                                                                                                                                    |  |  |
|      |                                                                      | Consolidated statement of profit or loss and other comprehensive income  24                                                                                                                                        |  |  |
|      |                                                                      | Consolidated statement of financial position 25                                                                                                                                                                    |  |  |
|      | Consolidated statement of cash flows 27                              |                                                                                                                                                                                                                    |  |  |
|      |                                                                      | Consolidated statement of changes in equity  28                                                                                                                                                                    |  |  |
|      |                                                                      | Notes to the Consolidated Financial Statements 30                                                                                                                                                                  |  |  |
| 1.   | General information 30                                               |                                                                                                                                                                                                                    |  |  |
|      | 1.1.                                                                 | The Parent 30                                                                                                                                                                                                      |  |  |
|      | 1.2.                                                                 | The Group 30                                                                                                                                                                                                       |  |  |
|      | 1.3.                                                                 | Changes in the Group 33                                                                                                                                                                                            |  |  |
|      | 1.4.                                                                 | Shareholding structure of the Parent 33                                                                                                                                                                            |  |  |
|      |                                                                      | 1.4.1<br>Shareholders holding, directly or through subsidiaries, 5% or more of total voting rights in the<br>Company; holdings of Company shares by members of the Management Board and Supervisory<br>Board<br>33 |  |  |
|      |                                                                      | 1.4.2<br>Shares and rights to shares of the Parent held by members of management and supervisory<br>bodies  34                                                                                                     |  |  |
| 2.   |                                                                      | Basis of accounting used in preparing the Consolidated Financial Statements 34                                                                                                                                     |  |  |
|      | 2.1.                                                                 | Statement of compliance  34                                                                                                                                                                                        |  |  |
|      | 2.2.                                                                 | Status of standards approval in the European Union  34                                                                                                                                                             |  |  |
|      |                                                                      | 2.2.1<br>Issued standards and interpretations which are not yet effective and have not been adopted<br>early by the Group 34                                                                                       |  |  |
|      |                                                                      | 2.2.2<br>Standards and interpretations approved by the European Union effective as of 1 January 2024<br>35                                                                                                         |  |  |
|      | 2.3.                                                                 | Basis of accounting used in preparing the Consolidated Financial Statements 35                                                                                                                                     |  |  |
|      | 2.4.                                                                 | Functional currency and presentation currency of the financial statements; rules applied to translate<br>financial data  35                                                                                        |  |  |
|      |                                                                      | 2.4.1<br>Functional currency and presentation currency  35                                                                                                                                                         |  |  |
|      |                                                                      | 2.4.2<br>Rules applied to translate financial data 35                                                                                                                                                              |  |  |
|      | 2.5.                                                                 | Use of estimates and judgements 36                                                                                                                                                                                 |  |  |
| 3.   |                                                                      | Significant accounting policies  36                                                                                                                                                                                |  |  |
|      | 3.1.                                                                 | Basis of consolidation 36                                                                                                                                                                                          |  |  |
|      | 3.2.                                                                 | Foreign currencies 36                                                                                                                                                                                              |  |  |
|      | 3.3.                                                                 | Financial instruments 37                                                                                                                                                                                           |  |  |
|      |                                                                      | 3.3.1<br>Derivative financial instruments, including hedge accounting  37                                                                                                                                          |  |  |
|      |                                                                      | 3.3.2<br>Financial assets and liabilities at fair value  37                                                                                                                                                        |  |  |
|      |                                                                      | 3.3.3<br>Financial instruments measured at fair value through profit or loss 38                                                                                                                                    |  |  |
|      | 3.4.                                                                 | Equity 38                                                                                                                                                                                                          |  |  |

|       | 3.4.1<br>Share capital 38                                              |  |
|-------|------------------------------------------------------------------------|--|
|       | 3.4.2<br>Statutory reserve funds 38                                    |  |
|       | 3.4.3<br>Share premium 38                                              |  |
|       | 3.4.4<br>Cash flow hedge reserve  38                                   |  |
|       | 3.4.5<br>Capital reserve  39                                           |  |
|       | 3.4.6<br>Profit/(loss) brought forward 39                              |  |
| 3.5.  | Property, plant and equipment 39                                       |  |
|       | 3.5.1<br>Measurement of property, plant and equipment 39               |  |
|       | 3.5.2<br>Subsequent expenditure 39                                     |  |
|       | 3.5.3<br>Depreciation and amortisation  39                             |  |
| 3.6.  | Intangible assets 40                                                   |  |
| 3.7.  | Investment property  40                                                |  |
| 3.8.  | Investment property under construction 40                              |  |
| 3.9.  | Leased assets – the Group as the lessee  40                            |  |
| 3.10. | Impairment of assets 41                                                |  |
|       | 3.10.1 Financial assets 41                                             |  |
|       | 3.10.2 Non-financial assets 41                                         |  |
| 3.11. | Employee benefits 42                                                   |  |
| 3.12. | Trade and other receivables 42                                         |  |
| 3.13. | Cash and cash equivalents  42                                          |  |
| 3.14. | Provisions 42                                                          |  |
| 3.15. | Borrowings and other debt instruments 43                               |  |
| 3.16. | Trade and other payables 43                                            |  |
| 3.17. | Revenue 43                                                             |  |
|       | 3.17.1 Rental income  43                                               |  |
|       | 3.17.2 Revenue from property management services 43                    |  |
| 3.18. | Lease payments 43                                                      |  |
| 3.19. | Finance income and costs  44                                           |  |
| 3.20. | Income tax 44                                                          |  |
| 3.21. | Earnings per share 44                                                  |  |
| 3.22. | Segment reporting  44                                                  |  |
|       | Financial risk management  45                                          |  |
| 4.1.  | Credit risk  45                                                        |  |
|       | 4.1.1<br>Trade and other receivables  45                               |  |
|       | 4.1.2<br>Loans 45                                                      |  |
| 4.2.  | Liquidity risk  45                                                     |  |
| 4.3.  | Market risk  46                                                        |  |
|       | 4.3.1<br>Currency risk  46                                             |  |
|       | 4.3.2<br>Interest rate risk 46                                         |  |
| 4.4.  | Risk related to the Group's dependence on macroeconomic conditions  46 |  |

| 4.5.                                                                                                                                                                                                                                                          | Risks related with factors specific to the real estate sector 47                                                                                                                                                                                                                       |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|
| 4.6.                                                                                                                                                                                                                                                          | Risk related to a possible downturn on the real estate market and general slowdown 47                                                                                                                                                                                                  |  |  |
| 4.7.                                                                                                                                                                                                                                                          | Risk related to land acquisition  47                                                                                                                                                                                                                                                   |  |  |
| 4.8.                                                                                                                                                                                                                                                          | Risk related to property rental  47                                                                                                                                                                                                                                                    |  |  |
| 4.9.                                                                                                                                                                                                                                                          | Risks Related to the real estate market and Group's business 47                                                                                                                                                                                                                        |  |  |
| 4.10.                                                                                                                                                                                                                                                         | Risk associated with liabilities that are not covered by, or which exceed the coverage limits, of<br>insurance policies  48                                                                                                                                                            |  |  |
| 4.11.                                                                                                                                                                                                                                                         | Risk of failure to make profitable investments, particularly in ongoing development activities 48                                                                                                                                                                                      |  |  |
| 4.12.                                                                                                                                                                                                                                                         | Risks related to general contractors and other third parties 49                                                                                                                                                                                                                        |  |  |
| 4.13.<br>The risk of failure to obtain the necessary approvals, licenses, titles or permits for properties and<br>future developments, which could have a material adverse effect on the Group's business, financial<br>condition or results of operations 50 |                                                                                                                                                                                                                                                                                        |  |  |
| 4.14.                                                                                                                                                                                                                                                         | Risks related to operating in multiple jurisdictions and dependence on economic, political and<br>market developments  51                                                                                                                                                              |  |  |
| 4.15.                                                                                                                                                                                                                                                         | The risk of geographical concentration 51                                                                                                                                                                                                                                              |  |  |
| 4.16.                                                                                                                                                                                                                                                         | The Group is exposed to the risk of construction defects and defective construction materials 51                                                                                                                                                                                       |  |  |
| 4.17.                                                                                                                                                                                                                                                         | The Group is exposed to risks related to environmental pollution and natural disasters, such as<br>earthquakes, floods and other extreme weather events, including those related to infrastructural<br>development, primarily technical disasters, or the effects of climate change 51 |  |  |
| 4.18.                                                                                                                                                                                                                                                         | The Group may be able to incur substantially more debt in the future. This could further exacerbate<br>the risks associated with its leverage  52                                                                                                                                      |  |  |
| 4.19.                                                                                                                                                                                                                                                         | Ability to actively manage our assets depends on market factors, some of which are beyond the<br>Group's control 52                                                                                                                                                                    |  |  |
| 4.20.                                                                                                                                                                                                                                                         | The Group's business may be adversely impacted by negative developments in the property and<br>commercial real estate markets 52                                                                                                                                                       |  |  |
| 4.21.                                                                                                                                                                                                                                                         | The risk of failure to obtain the necessary approvals, licenses, titles or permits for properties and<br>future developments, which could have a material adverse effect on the Group's business, financial<br>condition or results of operations 53                                   |  |  |
| 4.22.                                                                                                                                                                                                                                                         | Development activities depend on the Group's ability to acquire real estate properties at<br>economically reasonable prices 53                                                                                                                                                         |  |  |
| 4.23.                                                                                                                                                                                                                                                         | The Group may be unable to identify all risks associated with properties and may overestimate the<br>value of such acquisition and development opportunities 54                                                                                                                        |  |  |
| 4.24.                                                                                                                                                                                                                                                         | The business is dependent on qualified personnel, including key personnel such as<br>senior<br>management  54                                                                                                                                                                          |  |  |
| 4.25.                                                                                                                                                                                                                                                         | The Group is subject to strict environmental regulations and may face liability for environmental<br>claims  55                                                                                                                                                                        |  |  |
| 4.26.                                                                                                                                                                                                                                                         | Legislative changes may have negative consequences for the markets in which the Group operates,<br>which may significantly affect the Group's operations and financial situation 55                                                                                                    |  |  |
| 4.27.                                                                                                                                                                                                                                                         | Risks related to changes in and unfavorable interpretations of tax laws  55                                                                                                                                                                                                            |  |  |
| 4.28.<br>The Group may be unable to find or retain suitable tenants on acceptable terms or in a timely<br>manner, and existing tenants may be unable to meet their payment obligations  55                                                                    |                                                                                                                                                                                                                                                                                        |  |  |
| 4.29.                                                                                                                                                                                                                                                         | Tenants' operations in logistics properties of the Group may give rise to third-party damage claims<br>56                                                                                                                                                                              |  |  |
| 4.30.                                                                                                                                                                                                                                                         | Insufficient utility volumes may have a negative impact on Group's business, financial condition or<br>results of operation  56                                                                                                                                                        |  |  |
| 4.31.                                                                                                                                                                                                                                                         | Risks associated with unfavorable ground conditions  56                                                                                                                                                                                                                                |  |  |

|     | 4.32.<br>We may be required to provide a guarantee of payment for construction works under Polish civil<br>law.<br>56                                                                                                                                                                           |  |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|     | 4.33.<br>Risk of liability in the event of delays in completion or damage to leased warehouse space  57                                                                                                                                                                                         |  |
|     | 4.34.<br>Leases may be subject to termination or non-performance by prospective tenants 57                                                                                                                                                                                                      |  |
|     | 4.35.<br>The Group may be required to incur maintenance, renovation and modernization costs, and any<br>failure or inability to undertake such measures could have an adverse effect on its rental income 57                                                                                    |  |
|     | 4.36.<br>The Group face business risks stemming from central banks' monetary policy decisions  57                                                                                                                                                                                               |  |
|     | 4.37.<br>The Group's profitability could suffer if operating, energy, heating and other costs related to the<br>property management and maintenance of our commercial real estate portfolio increase 57                                                                                         |  |
|     | 4.38.<br>Title to some of Group's properties may be challenged or defective. Any impairment or defect in title<br>could have a negative impact on Group's business, financial condition and results of operation  58                                                                            |  |
|     | 4.39.<br>The Group is exposed to the risk of construction defects and defective construction materials 58                                                                                                                                                                                       |  |
|     | 4.40.<br>The Group is exposed to risks related to environmental pollution and natural disasters, such as<br>earthquakes, floods and other extreme weather events, including those related to infrastructural<br>development, primarily technical disasters, or the effects of climate change 58 |  |
|     | 4.41.<br>The Group may be adversely impacted by environmental, social and governance matters 58                                                                                                                                                                                                 |  |
|     | 4.42.<br>The Group may become involved in disputes in relation to property rights  59                                                                                                                                                                                                           |  |
|     | 4.43.<br>Risks Related to Regulatory, Legal, and Tax Matters  59                                                                                                                                                                                                                                |  |
|     | 4.44.<br>Real estate properties may be in violation of building codes and environmental regulations 59                                                                                                                                                                                          |  |
|     | 4.45.<br>Risks related to legal proceedings 59                                                                                                                                                                                                                                                  |  |
|     | 4.46.<br>The Group may be able to incur substantially more debt in the future. This could further exacerbate<br>the risks associated with its leverage  60                                                                                                                                      |  |
|     | 4.47.<br>The Group's ability to generate cash depends on many factors beyond its control, and the Group<br>may not be able to generate cash required to service its debt 60                                                                                                                     |  |
|     | 4.48.<br>Restrictions imposed by the Notes, the senior secured loan facilities and certain of our other debt<br>agreements limit or will limit Group's ability to take certain actions  60                                                                                                      |  |
|     | 4.49.<br>Certain covenants may be suspended upon the occurrence of a change in the Group's ratings 61                                                                                                                                                                                           |  |
|     | 4.50.<br>Capital management  61                                                                                                                                                                                                                                                                 |  |
| 5.  | Segment reporting  61                                                                                                                                                                                                                                                                           |  |
| 6.  | Revenue 63                                                                                                                                                                                                                                                                                      |  |
| 7.  | Other income  64                                                                                                                                                                                                                                                                                |  |
| 8.  | Other expenses 65                                                                                                                                                                                                                                                                               |  |
| 9.  | Distribution costs and administrative expenses 65                                                                                                                                                                                                                                               |  |
| 10. | Finance income and costs  66                                                                                                                                                                                                                                                                    |  |
| 11. | Income tax  67                                                                                                                                                                                                                                                                                  |  |
| 12. | Property, plant and equipment 68                                                                                                                                                                                                                                                                |  |
| 13. | Investment property  70                                                                                                                                                                                                                                                                         |  |
|     | 13.1.<br>Fair value of the Group's investment property  71                                                                                                                                                                                                                                      |  |
|     | 13.2.<br>Significant assumptions made by independent expert appraisers for the valuation of existing<br>buildings and buildings under construction  74                                                                                                                                          |  |
| 14. | Deferred tax 77                                                                                                                                                                                                                                                                                 |  |
| 15. | Investments and other investments 79                                                                                                                                                                                                                                                            |  |
|     | 15.1.<br>Change in financial assets attributable to financing and other activities 79                                                                                                                                                                                                           |  |

| 16. |                                                                                    | Other non-current assets  80                                                      |  |
|-----|------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|--|
| 17. |                                                                                    | Trade and other receivables 80                                                    |  |
| 18. |                                                                                    | Cash and cash equivalents  81                                                     |  |
| 19. | Notes to the consolidated statement of cash flows 81                               |                                                                                   |  |
|     | 19.1.                                                                              | Cash flows from borrowings 81                                                     |  |
|     | 19.2.                                                                              | Change in receivables 82                                                          |  |
|     | 19.3.                                                                              | Change in current and other liabilities 82                                        |  |
| 20. |                                                                                    | Equity 83                                                                         |  |
|     | 20.1.                                                                              | Share capital 83                                                                  |  |
| 21. |                                                                                    | Earnings and dividend per share  83                                               |  |
| 22. | Liabilities under borrowings and other debt instruments, and other liabilities  84 |                                                                                   |  |
|     | 22.1.                                                                              | Non-current liabilities 84                                                        |  |
|     | 22.2.                                                                              | Current liabilities 84                                                            |  |
|     | 22.3.                                                                              | Change in financial liabilities attributable to financing and other activities 85 |  |
|     | 22.4.                                                                              | Liabilities under bonds  87                                                       |  |
|     |                                                                                    | 22.4.1.Liabilities under bonds as at 31 December 2024  87                         |  |
|     |                                                                                    | 22.4.2.Liabilities under bonds as at 31 December 2023  87                         |  |
|     | 22.5.                                                                              | Bank borrowings secured with the Group's assets  88                               |  |
|     |                                                                                    | 22.5.1.As at 31 December 2024  88                                                 |  |
|     |                                                                                    | 22.5.2.As at 31 December 2023  89                                                 |  |
|     | 22.6.                                                                              | Non-bank borrowings secured with the Group's assets  90                           |  |
| 23. |                                                                                    | Employee benefit obligations 91                                                   |  |
| 24. |                                                                                    | Trade and other payables  91                                                      |  |
| 25. |                                                                                    | Financial instruments 92                                                          |  |
|     | 25.1.                                                                              | Measurement of financial instruments 92                                           |  |
|     |                                                                                    | 25.1.1 Financial assets 92                                                        |  |
|     |                                                                                    | 25.1.2 Financial liabilities 93                                                   |  |
|     | 25.2.                                                                              | Other disclosures relating to financial instruments  94                           |  |
|     | 25.3.                                                                              | Nature and extent of risks arising from financial instruments 97                  |  |
| 26. |                                                                                    | Operating leases  101                                                             |  |
| 27. |                                                                                    | Contractual investment commitments 101                                            |  |
| 28. |                                                                                    | Contingent liabilities and security instruments 102                               |  |
|     | 28.1.                                                                              | Mortgages  103                                                                    |  |
|     | 28.2.                                                                              | Financial and registered pledges on shares  108                                   |  |
|     | 28.3.                                                                              | Pledges on cash receivables and on a set of rights and movables 115               |  |
|     | 28.4.                                                                              | Sureties 116                                                                      |  |
|     | 28.5.                                                                              | Other security interests 117                                                      |  |
| 29. |                                                                                    | Related-party transactions 119                                                    |  |
|     | 29.1.                                                                              | Trade and other receivables and payables 119                                      |  |
|     | 29.2.                                                                              | Loans and non-bank borrowings 120                                                 |  |

| 34. | Information on the auditor  125                                      |                                                                                                   |  |
|-----|----------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|--|
| 33. |                                                                      | Employees 124                                                                                     |  |
| 32. |                                                                      | Variable remuneration and remuneration paid to members of management and supervisory bodies. 123  |  |
|     | 31.1.<br>Group 123                                                   | Impact of the political and economic situation in Ukraine on the operations of the MLP Group S.A. |  |
| 31. | Significant events during and subsequent to the reporting period 122 |                                                                                                   |  |
|     | 30.2.                                                                | Pruszków District Governor (starosta)  121                                                        |  |
|     | 30.1.                                                                | CreditForce Holding B.V.  121                                                                     |  |
| 30. | Significant litigation and disputes  121                             |                                                                                                   |  |
|     | 29.3.                                                                | Income and expenses 120                                                                           |  |

# **LETTER FROM PRESIDENT & CEO TO SHAREHOLDERS**

![](_page_7_Picture_2.jpeg)

*Dear Fellow Shareholders,*

Oftentimes, we are best able to understand something we are interested in through analogies that clarify the matter by establishing connections between them and other parts of life and business. The paradox of risk-taking is inescapable. Taking them does not mean we will be successful; that's why they call it risk. Because the future is inherently uncertain, we usually have to choose between (a) avoiding risk and having little or no return, (b) taking a modest risk and settling for a commensurately modest return, or (c) taking on a high degree of uncertainty in pursuit of substantial gain but accepting the possibility of substantial loss. **At MLP Group we are combining growth with moderate risk, predominantly by focusing on projects in the core urban areas, attracting top quality tenants.**

**2024 was a landmark year for MLP Group - we leased a record 307,194 sqm of industrial space, including 225,221 sqm of new contracts (+106% YoY). In 2024, MLP Group acquired 22 new tenants, 20% of the demand came from existing tenants.**

### **Industrial & logistic market:**

- Continued strong tenant demand drives rental growth,
- Developers have the fewest logistics and industrial projects under construction in over 4 years, which will translate into a lower vacancy rate in the European market and will boost further rental increases in the new projects,
- Continued influx of Asian investments into Europe,
- It is expected that there will be further interest rate cuts in 2025 which shall translate, among other things, into lower yields and consequently an increase in the valuation of real estate.

## **I. Main 2024 highlights include:**

|                                      | YE 2024<br>PLN mn | YE 2023<br>PLN mn | %<br>change | YE 2024<br>EUR mn | YE 2023<br>EUR mn | %<br>change |
|--------------------------------------|-------------------|-------------------|-------------|-------------------|-------------------|-------------|
| Revenues                             | 372.4             | 360.8             | 3%          | 86.5              | 79.7              | 9%          |
| Rental Income                        | 214.8             | 200.9             | 7%          | 49.9              | 44.4              | 13%         |
| Gross Assets Value (GAV)             | 5 519.4           | 4 507.7           | 22%         | 1 291.7           | 1 036.7           | 25%         |
| Net Assets Value (NAV)               | 2 746.2           | 2 395.6           | 15%         | 642.7             | 551.0             | 17%         |
| NAV per share [PLN/EUR]              | 114.4             | 99.8              | 15%         | 26.8              | 23.0              | 17%         |
| EBITDA (without revaluation)         | 185.5             | 178.7             | 4%          | 43.1              | 39.5              | 9%          |
| Net profit /loss                     | 372.2             | (52.1)            | 815%        | 86.5              | (11.5)            | 852%        |
| EPRA NRV                             | 2 737.4           | 2 365.1           | 16%         | 640.6             | 544.0             | 18%         |
| Company adjusted EPRA earnings       | 62.4              | 83.5              | -25%        | 14.5              | 18.4              | -21%        |
| EPRA NRV per share [PLN/EUR]         | 114.1             | 98.6              | 16%         | 26.7              | 23.2              | 15%         |
| Net Debt/EBITDA (before revaluation) | 12.9              | 9.7               |             | 13.0              | 9.8               |             |
| Net Debt/ Run Rate EBITDA*           | 9.9               | n/a               |             | 9.9               | n/a               |             |
| LTV                                  | 42.9%             | 38.6%             |             |                   |                   |             |
| Signed leases in sqm                 | 307 194           | 262 356           |             |                   |                   |             |
| Vacancy rate                         | 5%                | 5%                |             |                   |                   |             |
| Like-for-like**                      | 10%               | 9%                |             |                   |                   |             |

\*Run Rate EBITDA ratio has been calculated since YE 2024.

\*\*Based on re-leased agreement

In 2024, MLP Group **leased 307,194 sqm of industrial space, including 225,221 sqm of new contracts (+106% YoY)**, delivering approx. 93 thousand sqm at a **Yield on Cost ("YoC") of 12% with a 65% leased area at completion**, bringing the Group's standing portfolio **to 1.4 million sqm of GLA.**

New annualized rentals and renewals from contracts signed in 2024 will translate into PLN 85.6 million growth in 2025 onwards (+40% vs. current year revenues).

## **In 2024, portfolio Yields stayed unchanged, NAV growth was generated by the signed new lease contracts, which will translate into 2025 revenues and EBITDA growth.**

As of 31 December 2024, projects under construction totaled 236 thousand sqm, with a potential rental income of EUR 17.0 million when fully leased and an expected minimum YoC of 11.5%.

The Group's landbank increased to 257 ha, of which 115 ha is owned and the on-balance sheet. This landbank secures substantial future growth potential for MLP Group, around the existing business parks in **the core urban areas.**

## **II. Strong cash flow generating portfolio**

## **MLP Group's portfolio WAULT stood at about 8.0 years (increase from 7.4 years).**

MLP Group has a stable occupancy rate at 95%.

Rent collection levels stood at 99% with no deterioration in payment profile. Customer relationship management helps us develop long-term partnerships lasting even over 20 years with the retention rate of approx. 99%.

With approximately 195 tenants, MLP Group has a wide and diversified international tenant base, consisting of blue-chip companies with strong credit ratings. MLP Group's tenants represent a broad range of industries, including manufacturing, high-tech, automotive, e-commerce, retail, wholesale, and third-party logistics. Our tenants represent a 1 or 2 Dun & Bradstreet rating which exhibits high attention we place on client quality and credit rating.

The quality and location of our portfolio is important to our tenants, but in our DNA we believe the high level of service we provide is crucial to maintaining high tenants' retention levels and satisfaction. According to our continuous satisfaction survey, 96% (increase by +1% vs. 2023) of tenants said that they considered MLP Group as their most professional business partner.

## **III. Investment properties**

**MLP Group's Investment Properties represent one of the most modern portfolios in the European logistic market, with 90% of the buildings developed within the last 10 years and over 60% in the last 5 years.**

As of 31 December 2024, Gros Assets Value (GAV) reached PLN 5 519.4 million (+22 % vs. 31 December 2023), EUR 1 291.7 million (+25% vs. 31 December 2023). As of 31 December 2024, projects under construction totaled 236 thousand sqm, with a potential rental income of EUR 17.0 million when fully leased and an expected YoC minimum of 11.5%.

![](_page_9_Figure_10.jpeg)

## **GROSS ASSET VALUE (IN MN EUR)**

*Gross Asset Value represents the value of our investment properties and Property, plant and equipment as recognized in the Group's accounting records and financial statements in accordance with IFRS, not including residential properties and perpetual usufruct.*

## **MLP Group's Portfolio is valued in EUR and for the presentation in Financial Statement is translated into PLN with the exchange rate (EUR/PLN) at the balance date.**

PLN strengthening against the EUR has had an adverse impact on the value of our investment property. Due to the strengthening of PLN in the reporting period - as at December 31, 2023 EUR 1 = PLN 4.3480 as of the reporting date of December 31, 2024 EUR 1 = PLN 4.2730, a decrease of PLN 0.0750 (-2%). As a consequence, the value of our investment properties decreased by PLN 77.3 million.

### **NET ASSETS VALUE (IN MN EUR)**

Net Assets Value (NAV) reached PLN 2 746.2 million (+15% vs. 31 December 2023), EUR 642.7 million (+17% vs. 31 December 2023).

![](_page_10_Figure_5.jpeg)

**NAV CONTRIBUTION (IN MN PLN)**

![](_page_10_Figure_7.jpeg)

In 2024, portfolio Yields stayed unchanged, NAV growth (gain on revaluation of investment properties) was generated by the signed new lease contracts.

### **YIELD ON EXISTING PORTFOLIO (LFL PROJECTS)**

|                    | YE 2024 | YE 2023 | Change % | Change in bps |
|--------------------|---------|---------|----------|---------------|
| Reversionary Yield | 6.40%   | 6.43%   | -.0.02%  | -2 bps        |
| Poland             | 6.54%   | 6.61%   | -0.07%   | -7 bps        |
| Germany            | 5.22%   | 5,08%   | 0.14%    | 14 bps        |
| Romania            | 7.75%   | 7,75%   | 0.00%    | 0 bps         |
| Austria*           | n/a     | n/a     | n/a      | n/a           |

\*As at December 31,2024 the project in Austria was under construction, and as at December 31, 2023 the project was in the process of obtaining a building permit.

Undoubtedly, further interest rate cuts are expected in 2025 which shall inevitably translate, among other things, into lower yields and consequently an increase in the valuation of real estate.

Over 80% of MLP Group's portfolio is certified with **BREEAM/ DGNB** at very good or excellent level.

## **IV. 2024 developments**

**Lease agreements signed in 2024 were totalling 307,194 sqm. including 225,221 sqm of new contracts (+106% YoY). In 2024, MLP Group acquired 22 new tenants, and 20 percent of the total demand came from existing tenants.**

Between Q3 and Q4, there was a significant 73% increase in warehouse space rental, highlighting a strong surge in demand in the last quarter.

![](_page_11_Figure_9.jpeg)

## **Majority of lease contract we have signed in Q4 2024, that shall pave the way for a significant increase in revenue and EBITDA in 2025.**

As of 31 December 2024, development projects were ongoing across all countries totalling 235 857 sqm i.e. in Poland 142 487 sqm, in Vienna 54 520 sqm and in Germany 38 850 sqm. We have already leased 40% of this development in the construction, which reconfirms the robustness of the occupier market. 

## **Our total portfolio reached 1.4 million sqm of GLA.**

Tenants from the light manufacturing and logistics sectors were the largest takers of our space during 2024. In 2024, we acquired 22 new tenants, and 20 % of the total demand came from existing tenants.

As of 31 December 2024, our portfolio generated rental income of PLN 214.8 million. During the year, we contracted PLN 22.2 million of new rent.

### **RENTAL INCOME**

|      | Rental income<br>in PLN ths. | Rental income<br>in EUR ths. | Average exchange | Revenue at the average<br>rate in the period exchange rate from YE 2023 |
|------|------------------------------|------------------------------|------------------|-------------------------------------------------------------------------|
| 2023 | 200 874                      | 44 359                       | 4.5284           | 200 874                                                                 |
| 2024 | 214 802                      | 49 905                       | 4.3042           | 225 991                                                                 |

Rental income increased by 7% in 2024 compared to 2023. The agreements concluded by the Group's Companies are in EUR or denominated in EUR. Therefore, eliminating the impact of negative exchange rate differences, revenue in EUR increased by 13% in 2024 compared to 2023.

When converted at a fixed exchange rate (the average rate from 2023), rental income for 2024 would amount to 225,991 thousand PLN.

Existing portfolio continues to perform well – none of MLP Group's tenants ran into insolvency or significant liquidity problems - very restrictive and conservative tenants' acceptance policy brings sufficient level of comfort for economic slowdown.

## **ANNUALIZED FUTURE RENTAL INCOME BASED ON ALL SIGNED CONTRACTS IN 2024 (IN MN PLN)**

![](_page_12_Figure_10.jpeg)

- PLN 214.6 million of rent from existing assets from contracts signed before 2024.
- New annualized rentals and renewals from contracts signed in 2024 will reflects PLN 85.6 million growth in 2025 onwards (+40% vs current year revenues.)

## **V. Financial standing of MLP Group**

MLP GROUP 1Q 2023 RESULTS

In line with our conservative financial approach, MLP Group benefits from a solid liquidity position to fund its growth ambitions, with a fixed cost of debt and conservative repayment profile. Considering the current geopolitical situation and high volatility in the economy, we are very well prepared for the current challenges.

## In Q4 2024, **Moody's assigned Ba2,and FITCH BB+ rating with a stable outlook.**

In Q4 2024, MLP Group successfully placed its **first Eurobond offering** in the international capital markets. All offered senior green notes were fully subscribed, with a total nominal value of EUR 300 million. We adopted a financial policy based on a rebalancing of our debt structure from the secured debt towards the unsecured debt.

YE MLP Group liquidity position stood at **EUR 161 million (cash and cash equivalents).**

Additional financial highlights:

- 100% lease agreements indexed with CPI for EUR without any cap;
- All rentals are denominated in EUR or are directly expressed in EUR, which significantly reduces our exposure to fluctuations in exchange rates;
- Almost 85% of loans are hedged with IRS for the next 4 years, resulting in limited interest rates' exposure;
- 99% rent collection (collection reached within 60 days) across our portfolio;
- Strong cash flow position:
	- o LTV at 42.9%, with in the interest coverage ratio at 1.6 x ICR;
	- o Long debt maturity ratio of 4 years.

### **RUN RATE EBITDA (IN MN EUR)**

![](_page_13_Figure_14.jpeg)

|                            | YE 2024<br>PLN mn | YE 2023<br>PLN mn | YE 2024<br>EUR mn | YE 2023<br>EUR mn |
|----------------------------|-------------------|-------------------|-------------------|-------------------|
| Net Debt/EBITDA            | 12.9              | 9.7               | 13.0              | 9.8               |
| Net Debt/ Run Rate EBITDA* | 9.9               | n/a               | 9.9               | n/a               |

\*Run Rate EBITDA ratio has been calculated since YE 2024. *Run-Rate EBITDA represents (i) EBITDA before revaluation plus (ii) run-rate contribution of lease agreements entered into prior to December 31, 2024, which started generating revenue in the twelve months ended December 31, 2024, but whose impact was not reflected fully in the results for the twelve months ended December 31, 2024, plus (iii) run-rate contribution of new lease agreements entered into prior to December 31, 2024, which have not started generating revenue in the twelve months ended December 31, 2024, but which are expected to start generating revenue after reporting date (2025 onwards).*

## **VI. PV/Solar energy**

MLP Group has already installed 8.1 MWp of photovoltaic systems on the rooves and further 1.9 MWp shall be installed by the end of 2025. In 2024, we recorded a 9% increase in profits from energy sales due to the adoption of PV and the termination of maximum energy price regulations. The YoC is 11%.

![](_page_14_Picture_4.jpeg)

## **MLP Group plans for 2025**

MLP Group continued its disciplined capital allocation in its highly profitable pipeline as the demand stays stable. In 2025, we plan to deliver approx. 250–300 ths sqm. In addition, leasing contracts signed in 4Q 2024 **shall pave the way for a significant increase in revenue and EBITDA in 2025.**

**In 2025, projects in Austria and Germany shall contribute to over 50% of total MLP Group results for the first time.**

We expect further high single digit growth in rental rates and ERV (estimated rental values) supported by structural drivers of occupational demand and limited supply.

Data Center projects are the digital backbone of the economy, just like logistics for the standard economy. Obviously, we will participate in this market => the acquired plot in Castrop Rauxel in Q4 2024 will be primarily intended for Data Center projects.

**Poland is our key market** – and we will continue our development. In 2024, we acquired a plot in Rzeszów – which shall be a magnet for post war investment regarding Ukraine/international business. We are planning to increase our position in the Warsaw market.

**We will continue further expansion of our business in Romania**, where MLP Bucharest played a significant role in our 2024 growth. We are seeing gradual increase in leasing in MLP Bucharest Sud, predominantly by Polish and European light industry tenants.

**We will continue our development in Germany and Austria,** where we are systematically increasing our portfolio of projects. We plan to strengthen and expand our presence in the regions where we are already present i.e. Vienna, North Rhine-Westphalia, Brandenburg and Hessen and put our feet in Bavaria, where we are expecting to acquire our first plot in 2025.

Growth will be further boosted by lower construction costs, which have largely returned to pre-covid levels, which should further increase our profitability.

**Urban/City logistics projects (MLP Business Park) will be in our focus in 2025 and onwards** being a high growth potential, high profitability and resilient to economic downturns projects. Our 2028 target is to reach 30% value of Urban/City logistic projects to the total MLP Group portfolio GAV.

![](_page_15_Picture_11.jpeg)

## **In closing**

There is no doubt that we live in precarious times with geopolitical risks, and their impact on the economy and on the stability of economic development are immeasurable. **Good times or bad times are just adjectives** that do not say much. We need to adapt to the prevailing economic environment and **focus on risk management in order to balance stable business development** in the coming periods and avoid materially wrong decisions.

Undoubtedly, the planned remilitarization of Europe will translate into additional investments => military spending is always linked to investments in technology, investment in technology requires access to university. Our parks are located in core urban areas where there are academic centres, access to qualified staff, our projects are equipped with very good infrastructure, including access to energy and all these elements will provide an attractive offer to enticetechnological investments (almost half of our tenants are manufacturing/light industry/technology companies) => this is in line with our long-term strategy.

**I do believe we have the best teams across all countries, which I am extremely proud of, always with a great desire to provide the best solutions for our tenants and always wanting to be better than our competition.**

I would like to express my deep gratitude and appreciation to all team members. From this letter, I hope shareholders and all readers gain an appreciation for the tremendous character and capabilities of MLP Group's team and I hope you are as proud of them as I am.

### **Radosław T. Krochta**

President & CEO of MLP Group

![](_page_16_Picture_8.jpeg)

## <span id="page-17-0"></span>**I. Statement of the Management Board**

The consolidated financial statements of the MLP Group S.A. Group (the "Group") for the period from 1 January 2024 to 31 December 2024 and the comparative data for the period from 1 January 2023 to 31 December 2023 have been prepared in compliance with the applicable accounting policies described in Note 3 and present a true, accurate and fair view of the Group's assets, financial condition and financial results. The Management Board's Report on the activities of the MLP Group S.A. Group presents a true view of the development, achievements and condition of the Group, including a description of key threats and risks.

We also represent that the entity qualified to audit the financial statements that audited the consolidated financial statements of the Group for the 12 months ended 31 December 2024, i.e., PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt Sp.k., was appointed in accordance with the law. The entity and the statutory auditor who performed the audit satisfied the conditions to issue an unbiased and independent opinion on the audit, in compliance with the applicable laws and professional standards.

*Signed by the Management Board and the person responsible for keeping the accounting books with qualified digital signatures* 

*Pruszków, 18 March 2025*

![](_page_17_Picture_6.jpeg)

## <span id="page-18-0"></span>**II. Selected financial data of the MLP Group S.A. Group**

Average exchange rates of the Polish złoty against the euro during the reporting period:

|                                                              | 31 December | 31 December |
|--------------------------------------------------------------|-------------|-------------|
|                                                              | 2024        | 2023        |
| Average mid exchange rate during the<br>reporting period*    | 4.3042      | 4.5284      |
| Mid exchange rate on the last day of the<br>reporting period | 4.2730      | 4.3480      |

*\* Arithmetic mean of the mid exchange rates effective on the last day of each month in the reporting period.*

Key items of the consolidated statement of financial position translated into the euro:

| as at 31 December                                                                                   |            | 2024       |            | 2023       |  |  |
|-----------------------------------------------------------------------------------------------------|------------|------------|------------|------------|--|--|
|                                                                                                     | PLN        | EUR        | PLN        | EUR        |  |  |
|                                                                                                     | thousand   | thousand   | thousand   | thousand   |  |  |
| Non-current assets                                                                                  |            |            |            |            |  |  |
|                                                                                                     | 5,663,646  | 1,325,449  | 4,667,657  | 1,073,518  |  |  |
| Current assets                                                                                      | 806,351    | 188,708    | 421,971    | 97,049     |  |  |
| Total assets                                                                                        | 6,469,997  | 1,514,157  | 5,089,628  | 1,170,567  |  |  |
| Non-current liabilities                                                                             | 3,365,501  | 787,620    | 2,351,692  | 540,867    |  |  |
| Current liabilities                                                                                 | 358,310    | 83,854     | 342,308    | 78,728     |  |  |
| Equity, including:                                                                                  | 2,746,186  | 642,683    | 2,395,628  | 550,972    |  |  |
| Share capital                                                                                       | 5,999      | 1,404      | 5,999      | 1,380      |  |  |
| Total equity and liabilities                                                                        | 6,469,997  | 1,514,157  | 5,089,628  | 1,170,567  |  |  |
| Number of shares                                                                                    | 23,994,982 | 23,994,982 | 23,994,982 | 23,994,982 |  |  |
| Book value per share and diluted book value per<br>share attributable to owners of the parent (PLN) | 114.45     | 26.78      | 99.84      | 22.96      |  |  |

The data in the consolidated statement of financial position was translated at the mid exchange rate quoted by the National Bank of Poland for the last day of the reporting period.

Key items of the consolidated statement of profit or loss and other comprehensive income converted into the euro:

|                   | for the year ended 31 December                                                            | 2024            |                 | 2023            |                 |
|-------------------|-------------------------------------------------------------------------------------------|-----------------|-----------------|-----------------|-----------------|
|                   |                                                                                           | PLN<br>thousand | EUR<br>thousand | PLN<br>thousand | EUR<br>thousand |
| Rental income     |                                                                                           | 214,802         | 49,905          | 200,874         | 44,359          |
|                   | Revenue from property management services                                                 | 157,619         | 36,620          | 159,886         | 35,307          |
| Other income      |                                                                                           | 5,317           | 1,235           | 2,140           | 473             |
| property          | Gain/(loss) on revaluation of investment                                                  | 359,376         | 83,494          | (257,680)       | (56,903)        |
| services          | Costs of self-provided property management                                                | (143,829)       | (33,416)        | (136,254)       | (30,089)        |
|                   | Selling, general and administrative expenses                                              | (46,690)        | (10,848)        | (35,233)        | (7,780)         |
|                   | Operating profit/(loss)                                                                   | 542,996         | 126,155         | (79,667)        | (17,593)        |
|                   | Profit/(loss) before tax                                                                  | 454,539         | 105,604         | (60,826)        | (13,432)        |
| Net profit/(loss) |                                                                                           | 372,187         | 86,471          | (52,058)        | (11,496)        |
|                   | Total comprehensive income                                                                | 350,558         | 81,446          | (102,287)       | (22,588)        |
| parent            | Net profit/ (loss) attributable to owners of the                                          | 372,187         | 86,471          | (52,058)        | (11,496)        |
| (PLN)             | Earnings per share and diluted earnings per<br>share attributable to owners of the parent | 15.51           | 3.60            | (2.17)          | (0.48)          |

The data in the consolidated statement of profit or loss and other comprehensive income was translated at the average euro exchange rate calculated as the arithmetic mean of the mid exchange rates quoted by the National Bank of Poland for the last day of each month in the reporting period.

Key items of the consolidated statement of cash flows converted into the euro:

| for the year ended 31 December                | 2024            |                 | 2023            |                 |
|-----------------------------------------------|-----------------|-----------------|-----------------|-----------------|
|                                               | PLN<br>thousand | EUR<br>thousand | PLN<br>thousand | EUR<br>thousand |
| Net cash from operating activities            | 92,187          | 21,418          | 176,906         | 39,066          |
| Cash from investing activities                | (685,072)       | (159,164)       | (486,866)       | (107,514)       |
| Cash from financing activities                | 912,077         | 211,904         | 335,722         | 74,137          |
| Total cash flows, net of exchange differences | 319,192         | 74,158          | 25,762          | 5,689           |
| Total cash flows                              | 323,808         | 75,231          | 29,047          | 6,414           |

The data in the consolidated statement of cash flows was translated at the average euro exchange rate calculated as the arithmetic mean of the mid exchange rates quoted by the National Bank of Poland for the last day of each month in the reporting period.

| MLP Group S.A. Group                                    |
|---------------------------------------------------------|
| Consolidated report for the year ended 31 December 2024 |
| (all data in PLN thousand unless stated otherwise)      |

|                             | as at 31 December | 2024     |          | 2023     |          |
|-----------------------------|-------------------|----------|----------|----------|----------|
|                             |                   | PLN      | EUR      | PLN      | EUR      |
|                             |                   | thousand | thousand | thousand | thousand |
| Cash at beginning of period |                   | 344,247  | 79,174   | 315,200  | 72,493   |
| Cash at end of period       |                   | 668,055  | 156,343  | 344,247  | 79,174   |

The following exchange rates were used to translate the presented data from the consolidated statement of cash flows:

- Cash at end of period the mid exchange rate quoted by the National Bank of Poland (NBP) for the last day in the reporting period,
- Cash at beginning of period the mid exchange rate quoted by the National Bank of Poland (NBP) for the last day of the period preceding the reporting period.

![](_page_20_Picture_5.jpeg)

MLP Group S.A. Group Consolidated report for the year ended 31 December 2024 (all data in PLN thousand unless stated otherwise)

22

**MLP Group - conservative approach to growth in industrial assets in core urban areas in Europe**

## <span id="page-22-0"></span>**III. Consolidated financial statements**

## <span id="page-22-1"></span>**Authorisation of the consolidated financial statements for issue**

On 18 March 2025, the Management Board of the Parent. i.e., MLP Group S.A., authorised for issue the consolidated financial statements (the "Consolidated Financial Statements") of the MLP Group S.A. Group (the "Group") for the period from 1 January 2024 to 31 December 2024.

The Consolidated Financial Statements for the period from 1 January 2024 to 31 December 2024 have been prepared in accordance with International Financial Reporting Standards approved by the EU. In this report, information is presented in the following sequence:

- 1. Consolidated statement of profit or loss and other comprehensive income for the period from 1 January 2024 to 31 December 2024, showing a net profit of PLN 372,187 thousand;
- 2. Consolidated statement of financial position as at 31 December 2024, showing total assets and total equity and liabilities of PLN 6,469,997 thousand;
- 3. Consolidated statement of cash flows for the period from 1 January 2024 to 31 December 2024, showing a net increase in cash of PLN 323,808 thousand;
- 4. Consolidated statement of changes in equity for the period from 1 January 2024 to 31 December 2024, showing an increase in consolidated equity of PLN 350,558 thousand;
- 5. Notes to the Consolidated Financial Statements.

These Consolidated Financial Statements have been prepared in thousands of PLN, unless otherwise stated.

*Signed by the Management Board with qualified digital signatures.*

![](_page_22_Picture_12.jpeg)

## <span id="page-23-0"></span>**Consolidated statement of profit or loss and other comprehensive income**

| for the year ended 31 December                      | Note | 2024      | 2023      |
|-----------------------------------------------------|------|-----------|-----------|
| Rental income                                       | 6    | 214,802   | 200,874   |
| Revenue from property management services           | 6    | 157,619   | 159,886   |
| Costs of self-provided property management services | 9    | (143,829) | (136,254) |
| Gross operating profit/(loss)                       |      | 228,592   | 224,506   |
| Selling, general and administrative expenses        | 9    | (46,690)  | (35,233)  |
| Gain/(loss) on revaluation of investment property   | 13   | 359,376   | (257,680) |
| Other income                                        | 7    | 5,317     | 2,140     |
| Other expenses                                      | 8    | (3,599)   | (13,400)  |
| Operating profit/(loss)                             |      | 542,996   | (79,667)  |
| Finance income                                      | 10   | 40,003    | 100,473   |
| Finance costs                                       | 10   | (128,460) | (81,632)  |
| Net finance costs                                   |      | (88,457)  | 18,841    |
|                                                     |      |           |           |
| Profit/(loss) before tax                            |      | 454,539   | (60,826)  |
| Income tax                                          | 11   | (82,352)  | 8,768     |
| Net profit/(loss)                                   |      | 372,187   | (52,058)  |

| Other comprehensive income that will be reclassified to profit or                       |                     |                      |
|-----------------------------------------------------------------------------------------|---------------------|----------------------|
| loss:<br>Exchange differences on translation of foreign operations                      | (3,822)<br>(22,229) | (12,810)<br>(45,951) |
| Effective portion of changes in fair value of cash flow hedges                          |                     |                      |
|                                                                                         |                     |                      |
| Other comprehensive income that will be reclassified to profit or<br>loss, before tax   | (26,051)            | (58,761)             |
| Other comprehensive income, gross                                                       | (26,051)            | (58,761)             |
| Income tax on other comprehensive income that will be reclassified<br>to profit or loss | 4,422               | 8,532                |
| Other comprehensive income, net                                                         | (21,629)            | (50,229)             |
| Total comprehensive income                                                              | 350,558             | (102,287)            |
| Comprehensive income attributable to:                                                   |                     |                      |
| Owners of the Parent                                                                    | 350,558             | (102,287)            |
| Earnings/(loss) per ordinary share:                                                     |                     |                      |
| - Earnings/(loss) per ordinary share                                                    | 15.51               | (2.17)               |
| Diluted earnings per ordinary share:                                                    |                     |                      |
| - Diluted earnings per ordinary share                                                   | 15.51               | (2.17)               |

## <span id="page-24-0"></span>**Consolidated statement of financial position**

|                                                          | as at 31 December<br>Note | 2024      | 2023      |
|----------------------------------------------------------|---------------------------|-----------|-----------|
| Non-current assets                                       |                           |           |           |
| Property, plant and equipment                            | 12                        | 26,391    | 24,683    |
| Intangible assets                                        |                           | 54        | 94        |
| Investment property                                      | 13                        | 5,549,613 | 4,541,505 |
| Other long-term financial investments                    | 15                        | 62,921    | 87,481    |
| Other non-current assets                                 | 16                        | 20,959    | 7,853     |
| Deferred tax asset                                       | 14                        | 3,708     | 6,041     |
| Total non-current assets                                 |                           | 5,663,646 | 4,667,657 |
|                                                          |                           |           |           |
| Current assets                                           |                           |           |           |
| Inventories                                              |                           | -         | 504       |
| Short-term investments                                   | 15                        | 2,789     | 1,722     |
| Income tax receivable                                    | 17                        | 10,289    | 2,573     |
| Trade and other receivables                              | 17                        | 124,321   | 64,315    |
| Other short-term investments                             | 15                        | 897       | 8,610     |
| Cash and cash equivalents                                | 18                        | 668,055   | 344,247   |
| Total current assets                                     |                           | 806,351   | 421,971   |
|                                                          |                           |           |           |
| TOTAL ASSETS                                             |                           | 6,469,997 | 5,089,628 |
|                                                          |                           |           |           |
| Equity                                                   | 20                        |           |           |
| Share capital                                            |                           | 5,999     | 5,999     |
| Share premium                                            |                           | 485,312   | 485,312   |
| Cash flow hedge reserve                                  |                           | 6,832     | 24,639    |
| Translation reserve                                      |                           | (12,936)  | (9,114)   |
| Retained earnings, including:                            |                           | 2,260,979 | 1,888,792 |
| Capital reserve                                          |                           | 83,542    | 83,542    |
| Statutory reserve funds                                  |                           | 168,129   | 168,129   |
| Profit/(loss) brought forward                            |                           | 1,637,121 | 1,689,179 |
| Net profit                                               |                           | 372,187   | (52,058)  |
| Equity attributable to owners of the parent              |                           | 2,746,186 | 2,395,628 |
| Total equity                                             |                           | 2,746,186 | 2,395,628 |
|                                                          |                           |           |           |
| Non-current liabilities                                  |                           |           |           |
| Borrowings, other debt instruments and other liabilities | 22.1                      | 2,864,362 | 1,907,605 |
| Deferred tax liability                                   | 14                        | 423,951   | 365,113   |
| Other non-current liabilities                            | 22.1                      | 77,188    | 78,974    |
| Total non-current liabilities                            |                           | 3,365,501 | 2,351,692 |

#### **Current liabilities**

| Borrowings, other debt instruments and other liabilities | 22.2 | 244,563   | 206,080   |
|----------------------------------------------------------|------|-----------|-----------|
| Employee benefit obligations                             | 23   | 5,240     | 389       |
| Income tax payable                                       | 24   | 6,010     | 8,375     |
| Trade and other payables                                 | 24   | 102,497   | 127,464   |
| Current liabilities other than held for sale             |      | 358,310   | 342,308   |
| Total current liabilities                                |      | 358,310   | 342,308   |
| Total liabilities                                        |      | 3,723,811 | 2,694,000 |
|                                                          |      |           |           |
| TOTAL EQUITY AND LIABILITIES                             |      | 6,469,997 | 5,089,628 |

![](_page_25_Picture_3.jpeg)

# <span id="page-26-0"></span>**Consolidated statement of cash flows**

| for the year ended 31 December                                               | Note | 2024      | 2023      |
|------------------------------------------------------------------------------|------|-----------|-----------|
| Cash flows from operating activities                                         |      |           |           |
| Profit/(loss) before tax                                                     |      | 454,539   | (60,826)  |
| Total adjustments:                                                           |      | (351,030) | 261,764   |
| Depreciation and amortisation                                                |      | 1,913     | 678       |
| Change in fair value of investment property                                  |      | (359,376) | 257,680   |
| Net interest                                                                 |      | 117,730   | 73,517    |
| Exchange differences                                                         |      | (41,876)  | (109,752) |
| Gain/(loss) on sale of property, plant and equipment                         |      | -         | 44        |
| Other                                                                        |      | (13,105)  | (6,971)   |
| Change in inventories                                                        |      | 504       | (504)     |
| Change in receivables                                                        | 19.2 | (60,006)  | 27,495    |
| Change in current and other liabilities                                      | 19.3 | 3,186     | 19,577    |
| Cash from operating activities                                               |      | 103,509   | 200,938   |
| Income tax paid                                                              |      | (11,322)  | (24,032)  |
| Net cash from operating activities                                           |      | 92,187    | 176,906   |
| Cash flows from investing activities                                         |      |           |           |
| Repayment of loans                                                           | 19.1 | 11        | -         |
| Payments for construction of investment property                             |      | (692,875) | (466,530) |
| and purchase of land for development                                         |      |           |           |
| Payments for intangible assest                                               |      | (9)       | (102)     |
| Payments for acquisition of property, plant and equipment                    |      | (2,535)   | (15,512)  |
| Other cash provided by (used in) investing activities                        |      | 10,336    | (4,722)   |
| Cash from investing activities                                               |      | (685,072) | (486,866) |
| Cash flows from financing activities                                         |      |           |           |
| Increase in borrowings                                                       | 19.1 | 183,206   | 590,713   |
| Repayment of borrowings, including refinanced bank borrowings                | 19.1 | (395,579) | (284,202) |
| Proceeds from fixed-rate hedging derivatives                                 |      | 24,415    | 25,242    |
| Cost of new share issue                                                      |      | -         | (36)      |
| Redemption of bonds                                                          |      | (229,149) | (54,708)  |
| Issue of debt securities                                                     |      | 1,473,325 | 130,445   |
| Interest paid on bank borrowings and bonds and others debt<br>servicing cost |      | (141,718) | (71,593)  |
| Finance lease payments                                                       |      | (2,423)   | (139)     |
| Cash from financing activities                                               |      | 910,077   | 335,722   |
| Total cash flows, net of exchange differences                                |      | 319,192   | 25,762    |
| Effect of exchange differences on cash and cash equivalents                  |      | 4,616     | 3,285     |
| Total cash flows                                                             |      | 323,808   | 29,047    |
| Cash and cash equivalents at beginning of period                             | 18   | 344,247   | 315,200   |
|                                                                              |      |           |           |
| Cash and cash equivalents at end of period                                   | 18   | 668,055   | 344,247   |

## **Consolidated statement of changes in equity**

|                                 | Share<br>capital | Share<br>premium | Cash flow<br>hedge<br>reserve* | Translation<br>reserve | Total<br>retained<br>earnings,<br>including: | capital<br>reserve | statutory<br>reserve<br>funds | including<br>profit<br>carried<br>forward | including<br>net profit | Total equity<br>attributable<br>to owners of<br>the parent | Total<br>equity |
|---------------------------------|------------------|------------------|--------------------------------|------------------------|----------------------------------------------|--------------------|-------------------------------|-------------------------------------------|-------------------------|------------------------------------------------------------|-----------------|
| As at 1 January 2024            | 5,999            | 485,312          | 24,639                         | (9,114)                | 1,888,792                                    | 83,542             | 168,129                       | 1,689,179                                 | (52,058)                | 2,395,628                                                  | 2,395,628       |
| Comprehensive income:           |                  |                  |                                |                        |                                              |                    |                               |                                           |                         |                                                            |                 |
| Net profit/(loss)               | -                | -                | -                              | -                      | 372,187                                      | -                  | -                             | -                                         | 372,187                 | 372,187                                                    | 372,187         |
| Total other comprehensive       |                  |                  |                                |                        |                                              |                    |                               |                                           |                         |                                                            |                 |
| income                          | -                |                  | -<br>(17,807)                  | (3,822)                | -                                            | -                  | -                             | -                                         | -                       | (21,629)                                                   | (21,629)        |
| Comprehensive income for        |                  |                  |                                |                        |                                              |                    |                               |                                           |                         |                                                            |                 |
| the year ended 31 December      | -                | -                | (17,807)                       | (3,822)                | 372,187                                      | -                  | -                             | -                                         | 372,187                 | 350,558                                                    | 350,558         |
| 2024                            |                  |                  |                                |                        |                                              |                    |                               |                                           |                         |                                                            |                 |
| Decrease in equity due to share |                  |                  |                                |                        |                                              |                    |                               |                                           |                         |                                                            |                 |
| issue                           | -                | -                | -                              | -                      | -                                            | -                  | -                             | -                                         | -                       | -                                                          | -               |
| Allocation from net profit      | -                | -                | -                              | -                      | -                                            | -                  | -                             | (52,058)                                  | 52,058                  |                                                            |                 |
| Changes in equity               | -                | -                | (17,807)                       | (3,822)                | 372,187                                      | -                  | -                             | (52,058)                                  | 424,245                 | 350,558                                                    | 350,558         |
| As at 31 December 2024          | 5,999            | 485,312          | 6,832                          | (12,936)               | 2,260,979                                    | 83,542             | 168,129                       | 1,637,121                                 | 372,187                 | 2,746,186                                                  | 2,746,186       |

<span id="page-27-0"></span>\* The cash flow hedge reserve consists of the effective portion of measurement gains and losses on hedging instruments.

|                                                                                   | Share<br>capital | Share<br>premium | Cash flow<br>hedge<br>reserve* | Translation<br>reserve | Total<br>retained<br>earnings,<br>including: | capital<br>reserve | statutory<br>reserve<br>funds | including<br>profit<br>carried<br>forward | including<br>net profit | Total<br>equity<br>attributab<br>le to<br>owners of<br>the<br>parent | Total<br>equity      |
|-----------------------------------------------------------------------------------|------------------|------------------|--------------------------------|------------------------|----------------------------------------------|--------------------|-------------------------------|-------------------------------------------|-------------------------|----------------------------------------------------------------------|----------------------|
| As at 1 January 2023                                                              | 5,999            | 485,348          | 62,058                         | 3,696                  | 1,940,850                                    | 83,680             | 168,129                       | 1,266,651                                 | 422,390                 | 2,497,951                                                            | 2,497,951            |
| Comprehensive income:<br>Net profit/(loss)<br>Total other comprehensive<br>income | -<br>-           | -<br>-           | -<br>(37,419)                  | -<br>(12,810)          | (52,058)<br>-                                | -<br>-             | -<br>-                        | -<br>-                                    | (52,058)<br>-           | (52,058)<br>(50,229)                                                 | (52,058)<br>(50,229) |
| Comprehensive income for<br>the year ended 31 December<br>2023                    | -                | -                | (37,419)                       | (12,810)               | (52,058)                                     | -                  | -                             | -                                         | (52,058)                | (102,287)                                                            | (102,287)            |
| Allocation from net profit                                                        | -                | -                | -                              | -                      | -                                            | (138)              | -                             | 422,528                                   | (422,390)               | -                                                                    | -                    |
| Increase in equity due to share<br>issue                                          | -                | (36)             | -                              | -                      | -                                            | -                  | -                             | -                                         | -                       | (36)                                                                 | (36)                 |
| Changes in equity                                                                 | -                | (36)             | (37,419)                       | (12,810)               | (52,058)                                     | (138)              | -                             | 422,528                                   | (474,448)               | (102,323)                                                            | (102,323)            |
| As at 31 December 2023                                                            | 5,999            | 485,312          | 24,639                         | (9,114)                | 1,888,792                                    | 83,542             | 168,129                       | 1,689,179                                 | (52,058)                | 2,395,628                                                            | 2,395,628            |

\* The cash flow hedge reserve consists of the effective portion of measurement gains and losses on hedging instruments.

## <span id="page-29-0"></span>**Notes to the Consolidated Financial Statements**

### <span id="page-29-2"></span><span id="page-29-1"></span>**1. General information**

### **1.1. The Parent**

The Parent of the Group is MLP Group S.A. (the "Company", the "Parent", or the "Issuer"), a listed joint-stock company registered in Poland. The Company's registered office is located at ul. 3-go Maja 8 in Pruszków, Poland.

The Parent was established as a result of transformation of the state-owned enterprise Zakłady Naprawcze Taboru Kolejowego im. Bohaterów Warszawy into a state-owned joint-stock company. The deed of transformation was drawn up before a notary public on 18 February 1995. Pursuant to a resolution of the General Meeting of 27 June 2007, the Company trades as MLP Group S.A. As at the date of issue of these Consolidated Financial Statements, the Company continued to trade under this business name.

At present, the Company is registered with the National Court Register maintained by the District Court for the Capital City of Warsaw, 14th Commercial Division, under No. KRS 0000053299.

As at the date of preparation of these consolidated financial statements, the composition of the Parent's Management and Supervisory Boards is as follows:

#### *Management Board of the Parent:*

- Radosław T. Krochta President of the Management Board
- Michael Shapiro Vice President of the Management Board
- Agnieszka Góźdź Member of the Management Board

On 29 February 2024, Tomasz Zabost stepped down from his position as Member of the Company's Management Board, effective immediately, without providing reasons for his resignation.

On 1 August 2024, the Supervisory Board of the Parent reappointed the following persons to the Company's Management Board for another term of office: Radosław T. Krochta, Michael Shapiro, Monika Dobosz, and Agnieszka Góźdź.

On 21 November 2024, Monika Dobosz stepped down from her position as Member of the Company's Management Board, effective immediately, without providing reasons for her resignation.

### *Supervisory Board of the Parent:*

- Shimshon Marfogel Chair of the Supervisory Board
- Eytan Levy Deputy Chair of the Supervisory Board
- Oded Setter Member of the Supervisory Board
- Guy Shapira Member of the Supervisory Board
- Piotr Chajderowski Member of the Supervisory Board
- Maciej Matusiak Member of the Supervisory Board

### <span id="page-29-3"></span>**1.2. The Group**

As at the reporting date, the MLP Group S.A. Group (the "Group") consisted of MLP Group S.A., i.e., the Parent, and 59 subsidiaries.

The majority shareholder MLP Group S.A. is CAJAMARCA HOLLAND B.V. of the Netherlands, registered address: Locatellikade 1, 1076 AZ Amsterdam.

The ultimate parent is Israel Land Development Company Ltd. (headquartered in Tel Aviv, Israel), whose shares are listed on the Tel Aviv Stock Exchange.

The Parent's and its subsidiaries' principal business activities comprise development, purchase and sale of own real estate, lease of own real estate, management of residential and non-residential real estate, general activities involving construction of buildings, and construction.

All subsidiaries listed below are fully consolidated. The financial year of the Parent and the Group companies is the same as the calendar year. The duration of the activities of all Group companies is not limited.

#### As at 31 December 2024, the MLP Group S.A. Group comprised the following entities:

|                                                    |                            | Parent's direct and indirect<br>interest in<br>share capital<br>31<br>31 |              | Parent's direct and indirect interest in<br>voting rights |              |  |
|----------------------------------------------------|----------------------------|--------------------------------------------------------------------------|--------------|-----------------------------------------------------------|--------------|--|
|                                                    |                            |                                                                          |              |                                                           |              |  |
|                                                    |                            | December                                                                 | December     | 31 December                                               | 31 December  |  |
| Entity                                             | Country of<br>registration | 2024                                                                     | 2023         | 2024                                                      | 2023         |  |
| MLP Pruszków I Sp. z o.o.                          | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Pruszków II Sp. z o.o.                         | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Pruszków III Sp. z o.o.                        | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Pruszków IV Sp. z o.o.                         | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Poznań Sp. z o.o.                              | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Lublin Sp. z o.o.                              | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Poznań II Sp. z o.o.                           | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Spółka z ograniczoną<br>odpowiedzialnością SKA | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| Feniks Obrót Sp. z o.o.                            | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Property Sp. z o.o.                            | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Bieruń Sp. z o.o.                              | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Bieruń I Sp. z o.o.                            | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Sp. z o.o.                                     | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Teresin Sp. z o.o.                             | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Business Park Poznań Sp. z<br>o.o.             | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP FIN Sp. z o.o.                                 | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| LOKAFOP 201 Sp. z o.o.                             | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| LOKAFOP 201 Spółka z                               |                            |                                                                          |              |                                                           |              |  |
| ograniczoną                                        | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| odpowiedzialnością SKA                             |                            |                                                                          |              |                                                           |              |  |
| MLP Wrocław Sp. z o.o.<br>MLP Gliwice Sp. z o.o.   | Poland<br>Poland           | 100%<br>100%                                                             | 100%<br>100% | 100%<br>100%                                              | 100%<br>100% |  |
| MLP Business Park Berlin I LP                      |                            |                                                                          |              |                                                           |              |  |
| Sp. z o.o.                                         | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Czeladź Sp. z o.o.                             | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Temp Sp. z o.o.                                | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Dortmund LP Sp. z o.o.                         | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Dortmund GP Sp. z o.o.                         | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Logistic Park Germany I<br>Sp. z o.o. & Co. KG | Germany                    | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Poznań West II Sp. z o.o.                      | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Bucharest West Sp. z o.o.                      | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Bucharest West SRL                             | Romania                    | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Teresin II Sp. z o.o.                          | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Pruszków V Sp. z o.o.                          | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Germany Management<br>GmbH                     | Germany                    | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |
| MLP Wrocław West Sp. z o.o.                        | Poland                     | 100%                                                                     | 100%         | 100%                                                      | 100%         |  |

|                                                   |                            | Parent's direct and indirect<br>interest in<br>share capital<br>31<br>31 |          | Parent's direct and indirect interest in<br>voting rights |             |
|---------------------------------------------------|----------------------------|--------------------------------------------------------------------------|----------|-----------------------------------------------------------|-------------|
|                                                   |                            | December                                                                 | December | 31 December                                               | 31 December |
| Entity                                            | Country of<br>registration | 2024                                                                     | 2023     | 2024                                                      | 2023        |
| MLP Business Park Berlin I GP<br>Sp. z o.o.       | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Łódź II Sp. z o.o.                            | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Zgorzelec Sp. z o.o.                          | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Schwalmtal LP Sp. z o.o.                      | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Schwalmtal GP Sp. z o.o.                      | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Pruszków VI Sp. z o.o.                        | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Business Park Berlin I Sp. z<br>o.o. & Co. KG | Germany                    | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Schwalmtal Sp. z o.o. & Co.<br>KG             | Germany                    | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Business Park Wien GmbH                       | Austria                    | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Wrocław West I Sp. z o.o.                     | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Gelsenkirchen GP Sp. z o.o.                   | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Gelsenkirchen LP Sp. z o.o.                   | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Gelsenkirchen Sp. z o.o. &<br>Co. KG          | Germany                    | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Gorzów Sp. z o.o.                             | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Idstein LP Sp. z o.o.                         | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Idstein GP Sp. z o.o.                         | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Idstein Sp. z o.o. & Co. KG                   | Germany                    | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Business Park Trebur GP<br>Sp. z o.o.         | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Business Park Trebur LP<br>Sp. z o.o.         | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Business Park Trebur Sp. z<br>o.o. & Co. KG   | Germany                    | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Poznań West III Sp. z o.o.                    | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Łódź III Sp. z o.o.                           | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| Feniks PV Sp. z o.o.                              | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Bieruń West Sp. z o.o.                        | Poland                     | 100%                                                                     | 100%     | 100%                                                      | 100%        |
| MLP Wrocław South Sp. z o.o. 1)                   | Poland                     | 100%                                                                     | 0%       | 100%                                                      | 0%          |
| MLP Bieruń II Sp. z o.o. 2)                       | Poland                     | 100%                                                                     | 0%       | 100%                                                      | 0%          |

### **1.3. Changes in the Group**

<span id="page-32-0"></span>1)MLP Wrocław South Sp. z o.o. was incorporated pursuant to a notarial deed of 27 March 2024. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 23 April 2024.

2) MLP Bieruń II sp. z o.o. was incorporated pursuant to a notarial deed of 27 March 2024. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 17 April 2024.

These Consolidated Financial Statements for the year ended 31 December 2024 include financial statements of the Parent and the subsidiaries controlled by the Parent (the "Group").

### <span id="page-32-1"></span>**1.4. Shareholding structure of the Parent**

### <span id="page-32-2"></span>*1.4.1 Shareholders holding, directly or through subsidiaries, 5% or more of total voting rights in the Company; holdings of Company shares by members of the Management Board and Supervisory Board*

To the best of the Management Board's knowledge, direct holdings of 5% or more of total voting rights in the Company and holdings of Company shares by members of the Management Board and Supervisory Board as at 31 December 2024 were as follows:

| Shareholder                                     | Number of shares and voting<br>rights in the Company | % direct interest in share capital<br>and voting rights |
|-------------------------------------------------|------------------------------------------------------|---------------------------------------------------------|
| CAJAMARCA Holland BV                            | 10,242,726                                           | 42.69%                                                  |
| Other shareholders                              | 4,249,015                                            | 17.72%                                                  |
| The Israel Land Development Company Ltd.        | 3,016,229                                            | 12.57%                                                  |
| THESINGER LIMITED                               | 1,771,320                                            | 7.38%                                                   |
| Allianz OFE                                     | 1,713,881                                            | 7.14%                                                   |
| Generali Powszechne Towarzystwo Emerytalne S.A. | 1,591,360                                            | 6.63%                                                   |
| GRACECUP TRADING LIMITED                        | 641,558                                              | 2.67%                                                   |
| MIRO HOLDINGS LIMITED.1)                        | 617,658                                              | 2.57%                                                   |
| Shimshon Marfogel                               | 149,155                                              | 0.62%                                                   |
| Oded Setter                                     | 2,080                                                | 0.01%                                                   |
| Total                                           | 23,994,982                                           | 100.00%                                                 |

1 ) The merger between MIRO HOLDINGS LIMITED (the acquirer) and MIRO LTD (the acquiree) was registered on 26 January 2024. As a result of this transaction, MIRO HOLDINGS LIMITED has been a shareholder in MLP Group S.A. since 26 January 2024.

To the best of the Management Board's knowledge, direct holdings of 5% or more of total voting rights in the Company and holdings of Company shares by members of the Management Board and Supervisory Board as at 31 December 2023 were as follows:

| Shareholder                              | Number of shares and voting rights<br>in the Company | % direct interest in share capital and<br>voting rights |
|------------------------------------------|------------------------------------------------------|---------------------------------------------------------|
| CAJAMARCA Holland BV                     | 10,242,726                                           | 42.69%                                                  |
| Other shareholders                       | 4,249,015                                            | 17.72%                                                  |
| The Israel Land Development Company Ltd. | 3,016,329                                            | 12.57%                                                  |
| THESINGER LIMITED                        | 1,771,320                                            | 7.38%                                                   |
| Allianz OFE                              | 1,713,881                                            | 7.14%                                                   |
| OFE NNLife                               | 1,591,360                                            | 6.63%                                                   |
| GRACECUP TRADING LIMITED                 | 641,558                                              | 2.67%                                                   |
| MIRO LTD.                                | 617,658                                              | 2.57%                                                   |
| Shimshon Marfogel                        | 149,155                                              | 0.62%                                                   |
| Oded Setter                              | 2,080                                                | 0.01%                                                   |
| Total                                    | 23,994,982                                           | 100.00%                                                 |

### *1.4.2 Shares and rights to shares of the Parent held by members of management and supervisory bodies*

<span id="page-33-0"></span>As at 31 December 2024 and 31 December 2023, Michael Shapiro, Vice President of the Management Board, held indirectly, through his fully-controlled company MIRO HOLDINGS LIMITED, a 2.57% interest in MLP Group S.A.'s share capital, and, through a 25% interest in the share capital held by MIRO HOLDINGS LIMITED (formerly MIRO Ltd.) in Cajamarca Holland B.V., Mr. Shapiro was the beneficial owner of 10.67% of the share capital of MLP Group S.A. Therefore, in aggregate, Mr. Shapiro was the beneficial owner of a 13.24% interest in the share capital of MLP Group S.A.

As at 31 December 2024 and 31 December 2023, Eytan Levy held indirectly a 13.34% interest in MLP Group S.A.'s share capital: Mr. Levy held a 100% interest in N Towards the Next Millennium Ltd. This company held a 33.31% interest in RRN Holdings Ltd. which in turn held a 75% interest in the share capital of Cajamarca Holland B.V., resulting in a 10.67% interest in MLP Group S.A.'s share capital and 2.67% interest as the sole shareholder of GRACECUP TRADING LIMITED.

As at 31 December 2024 and 31 December 2023, Shimshon Marfogel, Chairman of the Supervisory Board, held directly a 0.62% interest in the Company's share capital, comprising Company shares subscribed for in September 2017.

As at 31 December 2024 and 31 December 2023, Oded Setter, member of the Supervisory Board, held directly a 0.0087% interest in the Company's share capital, comprising Company shares subscribed for in September 2021, October 2021, January 2022, March 2022 and June 2022.

The other members of the Supervisory Board and the Management Board have no direct holdings in the Company's share capital.

### <span id="page-33-1"></span>**2. Basis of accounting used in preparing the Consolidated Financial Statements**

### **2.1. Statement of compliance**

<span id="page-33-2"></span>The MLP Group S.A. Group has prepared the consolidated financial statements in accordance with the accounting standards issued by the International Accounting Standards Board approved by the European Union, referred to as the International Financial Reporting Standards ("EU IFRS"). The Group applied all standards and interpretations which are applicable in the European Union except those which are awaiting approval by the European Union and those standards and interpretations which have been approved by the European Union but are not yet effective.

### <span id="page-33-4"></span><span id="page-33-3"></span>**2.2. Status of standards approval in the European Union**

### *2.2.1 Issued standards and interpretations which are not yet effective and have not been adopted early by the Group*

The amendments to IFRS taking effect on or after 1 January 2025 have no material effect on these Consolidated Financial Statements.

| Standards and interpretations approved by the<br>European Union which are not yet effective for annual<br>periods                                                          | Possible impact<br>on the consolidated<br>financial statements                                               | Effective date for periods<br>beginning on or after the date                             |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
| Amendments to IAS 21 The Effects of Changes in Foreign<br>Exchange Rates – Lack of Exchangeability                                                                         | no significant impact                                                                                        | amendments not approved by<br>the EU – scheduled to come into<br>force on 1 January 2025 |
| Amendments to IFRS 9 Financial Instruments and IFRS 7<br>Financial Instruments: Disclosures – Amendments to the<br>Classification and Measurement of Financial Instruments | no significant impact                                                                                        | amendments not approved by<br>the EU – scheduled to come into<br>force on 1 January 2026 |
| IFRS 18 Presentation and Disclosure in Financial<br>Statements                                                                                                             | changes in the presentation of<br>investing activities in the<br>consolidated statement of<br>profit or loss | amendments not approved by<br>the EU – scheduled to come into<br>force on 1 January 2027 |
| IFRS 19 Subsidiaries without Public Accountability:<br>Disclosures                                                                                                         | no significant impact                                                                                        | amendments not approved by<br>the EU – scheduled to come into<br>force on 1 January 2027 |

| IFRS 14 Regulatory Deferral Accounts                                                                                                    | no impact | by decision of the European<br>Union, the standard will not be<br>approved |
|-----------------------------------------------------------------------------------------------------------------------------------------|-----------|----------------------------------------------------------------------------|
| Amendments to IFRS 10 and IAS 28 concerning sale or<br>contribution of assets between an investor and its<br>associate or joint venture | no impact | by decision of the European<br>Union, implementation is<br>postponed       |

### *2.2.2 Standards and interpretations approved by the European Union effective as of 1 January 2024*

<span id="page-34-0"></span>The following new standards are applied for the first time in the Group's consolidated financial statements for 2024:

| Standards and interpretations approved by the European<br>Union                                                       | Possible impact<br>on the consolidated | Effective date for periods<br>beginning on or after the<br>date |
|-----------------------------------------------------------------------------------------------------------------------|----------------------------------------|-----------------------------------------------------------------|
| IFRS 16 Leases                                                                                                        | no impact                              | 1 January 2024                                                  |
| Amendments to IAS 1 Presentation of Financial Statements –<br>Classification of Liabilities as Current or Non-current | no significant impact                  | 1 January 2024                                                  |

### **2.3. Basis of accounting used in preparing the Consolidated Financial Statements**

<span id="page-34-1"></span>These consolidated financial statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future and in conviction that there are no circumstances which would indicate a threat to the Group's continuing as a going concern.

These Consolidated Financial Statements have been prepared in accordance with the accounting policies described in the consolidated full-year financial statements for 2023.

### <span id="page-34-2"></span>**2.4. Functional currency and presentation currency of the financial statements; rules applied to translate financial data**

### *2.4.1 Functional currency and presentation currency*

<span id="page-34-3"></span>In these consolidated financial statements all amounts are presented in the Polish złoty (PLN), rounded to the nearest thousand. The Polish złoty is the functional currency of the Parent and the presentation currency of the consolidated financial statements. The functional currencies of consolidated foreign entities are the euro (Germany and Austria) and the Romanian leu (Romania).

#### *2.4.2 Rules applied to translate financial data*

<span id="page-34-4"></span>The following exchange rates (in PLN) were used to measure items of the consolidated statement of financial position denominated in foreign currencies:

### *Consolidated statement of financial position:*

|     | 31 December<br>2024<br>Average mid<br>exchange rate<br>at the<br>reporting date | 31 December<br>2024<br>Average<br>mid exchange<br>rate during the<br>reporting<br>period* | 31 December<br>2023<br>Average mid<br>exchange rate<br>at the<br>reporting date | 31 December<br>2023<br>Average<br>mid<br>exchange rate<br>during the<br>reporting<br>period* |
|-----|---------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| EUR | 4.2730                                                                          | 4.3042                                                                                    | 4.3480                                                                          | 4.5284                                                                                       |
| USD | 4.1012                                                                          | 3.9853                                                                                    | 3.9350                                                                          | 4.1823                                                                                       |
| RON | 0.8589                                                                          | 0.8652                                                                                    | 0.8742                                                                          | 0.9145                                                                                       |

\* Arithmetic mean of the mid exchange rates effective as at the last day of each month in the reporting period.

### **2.5. Use of estimates and judgements**

<span id="page-35-0"></span>The preparation of consolidated financial statements in accordance with the EU IFRS requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgement about carrying amounts of assets and liabilities that are not directly attributable to other sources. Actual results may differ from the estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. A change in accounting estimates is recognised in the period in which the estimate is revised, or in the current and future periods if the revised estimate relates to both the current and future periods. In material matters, the Management Board makes estimates based on opinions and valuations prepared by independent experts.

For information on the significant uncertainties concerning estimates and judgements made using the accounting policies which had the most significant effect on the amounts disclosed in the consolidated financial statements, see Note 13. "Investment property".

Other areas in which estimates are made in the Consolidated Financial Statements include: lease assets and liabilities (land usufruct rights), provision for variable costs of remuneration for the Management Board, provision for repairs, and provision for part of potential claims arising in connection with land usufruct rights.

### <span id="page-35-1"></span>**3. Significant accounting policies**

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements by all the Group entities.

#### **3.1. Basis of consolidation**

<span id="page-35-2"></span>The consolidated financial statements of the Group include data of MLP Group S.A. and its subsidiaries prepared as at the same reporting date.

Due to the fact that not all Group companies apply the same accounting policies as those applied by the Parent, appropriate restatement of the financial statements of such entities was made to ensure compliance with the accounting policies applied by the Parent in the preparation of these consolidated financial statements.

Subsidiaries are controlled by the Parent. The Parent controls an investee if and only if it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Financial statements of subsidiaries are consolidated from the date of assuming control over subsidiaries to the date on which such control ceases to exist.

In preparing the consolidated financial statements, the financial statements of the Parent and its subsidiaries are aggregated by adding individual items of assets, liabilities, equity, income and expenses. In order to ensure presentation in the consolidated financial statements of the Group as if it were a single business entity, the carrying amount of the Parent's investment in each of the subsidiaries is eliminated. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated during the preparation of the consolidated financial statements.

### **3.2. Foreign currencies**

#### <span id="page-35-3"></span>*Foreign currency transactions*

Transactions denominated in foreign currencies are initially recognised at the exchange rate of the functional currency as at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate of the functional currency effective for the reporting date. Non-monetary items measured at cost in a foreign currency are translated at the exchange rate effective as at the date of the initial transaction. Non-monetary items measured at fair value in foreign currency are translated at the exchange rate effective as at the date of fair value measurement. As at the reporting date, monetary assets and liabilities denominated in currencies other than the Polish zloty are translated into the Polish zloty at the relevant exchange rate as at the reporting date; in this case the translation into PLN is made at the mid-rate for a given currency set by the National Bank of Poland. Currency translation differences are recognised in finance income or costs, as appropriate.

For the purpose of preparing consolidated financial statements in the presentation currency of PLN, individual items of the financial statements of foreign operations for which the functional currency is a currency other than PLN are translated as follows:

(i) assets and liabilities - at the closing rate announced for a given currency by the NBP,

(ii) income, expenses, profits and losses - at the exchange rate being the arithmetic mean of average exchange rates announced for a given currency by the National Bank of Poland on the last day of each month of in the reporting period. If there are significant fluctuations in the exchange rate during the period, income and expenses are translated at exchange rates prevailing on the transaction date.

Exchange differences on translation of financial statements of foreign operations are recognised in other comprehensive income for the period and cumulatively in equity.

### <span id="page-36-0"></span>**3.3. Financial instruments**

### *3.3.1 Derivative financial instruments, including hedge accounting*

<span id="page-36-1"></span>Derivatives designated as hedging instruments whose fair value or cash flows are expected to offset changes in the fair value or cash flows of the hedged item are recognised in accordance with fair value hedge accounting or cash flow hedge accounting.

The Group assesses the hedge effectiveness both at inception of the hedge and then at least at the end of each reporting period. Verification of the fulfilment of the conditions for the effectiveness of the relation is made on a prospective basis, based on qualitative analysis. If necessary, the Group uses quantitative analysis (linear regression) to confirm the existence of an economic relationship between the hedging instrument and the hedged item.

If the Group applies cash flow hedge accounting, then:

- the portion of the gain or loss on the hedging instrument that is designated to be an effective hedge of the hedged risk is recognised in other comprehensive income;

- the ineffective portion of the gain or loss on the hedging instrument is recognised in profit or loss. If cash flows from operating activities are hedged, the ineffective portion is recognised in other income/expenses, and where the hedging covers cash flows from financing activities – in finance income/costs,

- gains or losses recognised directly in other comprehensive income are reclassified from equity to profit or loss for the current period as a reclassification adjustment in the same period or periods in which the hedged planned cash flows affect profit or loss for the current period.

### *3.3.2 Financial assets and liabilities at fair value*

<span id="page-36-2"></span>Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, arising from the issuance of cash, the delivery of goods or the performance of services to a debtor without any intention to classify these receivables as financial assets measured at fair value through profit or loss. They are recognised as current assets unless their maturity exceeds 12 months.

Financial assets classified in this category are measured at amortised cost using the effective interest rate less impairment losses. Revaluation takes into account the timing and likelihood of their payment.

A financial asset is classified as measured at amortised cost when the following two conditions are met:

- the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.

The Group's financial assets measured at amortised cost include cash and cash equivalents, loans, and trade and other receivables.

Loans are presented under the following items of the statement of financial position: non-current portion – in other long-term financial investments, and current portion – in short-term investments.

Cash and cash equivalents in the consolidated statement of financial position include cash in hand and bank deposits with initial maturities of up to three months. The balance of cash and cash equivalents disclosed in the consolidated statement of cash flows comprises the same cash and cash equivalent items, less all outstanding overdrafts which form an integral part of the Group's cash management system.

The Group uses the effective interest rate method to measure financial assets measured at amortised cost.

After initial recognition, trade receivables are measured at amortised cost using the effective interest rate method, less impairment losses, where trade receivables maturing in less than 12 months from the date of origination (i.e., not containing a financing element) are not discounted and are measured at nominal value.

The Group classifies trade payables, borrowings and bonds as liabilities measured at amortised cost.

Interest income is recognised in the period to which it relates using the effective interest rate method and disclosed under finance income (in the note as interest income) in the statement of profit or loss.

#### *3.3.3 Financial instruments measured at fair value through profit or loss*

<span id="page-37-0"></span>An instrument is classified as an investment at fair value through profit or loss if it is held for trading or will be classified as such upon initial recognition. Financial instruments are classified as measured at fair value through profit or loss if the Group actively manages such investments and makes purchase and sale decisions based on their fair value. On initial recognition, transaction costs related to the investment are recognised in profit or loss on the date they are incurred. Any gains and losses on these investments are recognised in profit or loss.

Current financial assets measured at fair value through profit or loss include assets acquired to obtain economic benefits from short-term price changes and assets that do not meet the criteria for measurement at amortised cost or at fair value through other comprehensive income. Current financial assets are initially recognised at cost and measured at fair value as at the reporting date. Fair value is determined through individual analysis based on discounted cash flows. The result of measurement is recognised in profit or loss.

Gains or losses on measurement of a financial asset classified as measured at fair value through profit or loss are recognised as finance income or costs, in profit or loss in the period in which they arise. Gains or losses on measurement of items measured at fair value through profit or loss also include interest income and dividend income.

The Group classifies as assets at fair value through profit or loss derivatives not designated for hedge accounting purposes and loans that do not meet the SPPI test (i.e. cash flows from these loans do not represent solely payments of principal and interest) because the frequency of interest rate changes does not match the interest calculation formula. The above does not apply to hedges used by the Group.

Liabilities under derivative instruments not designated for hedge accounting are classified by the Group as measured at fair value through profit or loss. After initial recognition, such liabilities are measured at fair value.

Gain or loss on fair value measurement of debt investments is recognised in profit or loss in the period in which they arise. These gains/losses on fair value measurement include interest received on financial instruments classified as measured at fair value.

### **3.4. Equity**

<span id="page-37-1"></span>Equity is recognised in the accounting books by categories, in accordance with the rules set forth in applicable laws and in the Parent's Articles of Association.

#### *3.4.1 Share capital*

<span id="page-37-2"></span>Share capital is disclosed at the amount specified in the Articles of Association and recorded in the court register. The Group's share capital is the share capital of MLP Group S.A.

### *3.4.2 Statutory reserve funds*

<span id="page-37-3"></span>Statutory reserve funds are created from distribution of profits earned in previous years. Statutory reserve funds also include amounts transferred in accordance with the applicable laws.

#### *3.4.3 Share premium*

<span id="page-37-4"></span>Share premium is presented as a separate item of equity. Costs directly attributable to the issue of ordinary shares and share options reduce equity.

### *3.4.4 Cash flow hedge reserve*

<span id="page-37-5"></span>Cash flow hedge reserve includes an effective portion of the gain or loss on a financial instrument that meets the hedge accounting requirements.

### *3.4.5 Capital reserve*

<span id="page-38-1"></span><span id="page-38-0"></span>Reserve capital comprises retained earnings from prior years.

### *3.4.6 Profit/(loss) brought forward*

<span id="page-38-2"></span>This item includes undistributed profit (loss) from previous years.

### **3.5. Property, plant and equipment**

Property, plant and equipment comprises items of property, plant and equipment, leasehold improvements, property, plant and equipment under construction, and property, plant and equipment adopted for use by the Group where the terms of the agreement transfer substantially all the potential benefits and risks and the assets are used for the Group's own needs, and their expected useful life exceeds one year.

### *3.5.1 Measurement of property, plant and equipment*

<span id="page-38-3"></span>Items of property, plant and equipment are recognised at cost, less depreciation charges and impairment losses. Items of property, plant and equipment which were remeasured to fair value as at 1 January 2006, i.e. the date of first-time application of EU IFRS by the Group, are measured at deemed cost equal to the fair value at the date of the remeasurement.

Acquisition cost includes purchase price of an item of property, plant and equipment and costs directly attributable to bringing the item to a condition necessary for it to be capable of operating, including expenses relating to transport, loading, unloading, and storage. Rebates, discounts and other similar concessions and returns reduce the cost of an asset. Cost of a self-constructed item of property, plant and equipment under construction comprises all costs incurred by the Group during its construction, installation and assembly, adaptation and improvement, as well as interest expense on borrowings taken out to finance the item of property, plant and equipment directly attributable to the production of the item of property, plant and equipment, until the date of its acceptance for use (or, if the item has not yet been commissioned for use, until the end of the reporting period). The cost also includes, where required, a preliminary estimate of costs of dismantling and removing the items of property, plant and equipment and restoring them to their original condition. Purchased software, necessary for the proper operation of related equipment, is capitalised as a part of this equipment.

If an item of property, plant and equipment consists of separate and significant parts with different economic useful lives, such components are treated as separate items of property, plant and equipment.

### *3.5.2 Subsequent expenditure*

<span id="page-38-4"></span>Subsequent expenditure on replacement of significant parts of property, plant and equipment is capitalised only when it can be measured reliably and it is probable that the Group will derive economic benefits from such replaced essential components of property, plant and equipment. Other expenditure is expensed in profit or loss as and when incurred.

### *3.5.3 Depreciation and amortisation*

<span id="page-38-5"></span>Items of property, plant and equipment or their significant and separate parts are depreciated on a straight-line basis over the estimated useful life, allowing for the expected net selling price of an asset (residual value). Land is not depreciated. Depreciation is based on the cost of an item of property, plant and equipment, less its residual value, based on the adopted by the Group and periodically reviewed useful life of the item of property, plant and equipment. Property, plant and equipment are depreciated from the date when they are available for use until the earlier of: the day an item of property, plant and equipment is classified as held for sale, is derecognised from the consolidated statement of financial position, the residual value of the asset exceeds its carrying amount, or when the asset has been fully depreciated.

The Group has adopted the following useful lives for particular classes of property, plant and equipment:

| Buildings              | 10–40 years |
|------------------------|-------------|
| Plant and equipment    | 3–16 years  |
| Vehicles               | 5–7 years   |
| Furniture and fixtures | 1–5 years   |

The Group reviews the useful economic lives, depreciation methods and residual values (unless insignificant) of property, plant and equipment on a periodic basis.

### **3.6. Intangible assets**

<span id="page-39-0"></span>An intangible asset is an identifiable non-monetary asset without physical substance whose cost has been reliably measured which is expected to generate future economic benefits to the Group.

Intangible assets acquired by the Group are recognised at cost less amortisation charges and impairment losses.

Intangible assets are amortised on a straight-line basis over their estimated useful lives, unless such useful life is indefinite. Intangible assets are amortised from the date they are available for use Until the earlier of: the day an item of intangible assets is classified as held for sale, is derecognised from the consolidated statement of financial position, the residual value of the asset exceeds its carrying amount, or when the asset has been fully amortised.

### **3.7. Investment property**

<span id="page-39-1"></span>Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business or for use in operating activities. Investment property is initially recognised at cost, increased by transaction costs, such as notarial fees, costs of real estate agent fees. Following initial recognition, investment property is carried at fair value, with gains or losses from changes in the fair value recognised in profit or loss in the period in which they arise under gain/(loss) on revaluation of investment property.

The Company applies the cost model of IFRS 16 to all investment properties if their fair value cannot be reliably estimated.

Investment property is derecognised from the consolidated statement of financial position on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. Any resulting gain or loss is recognised in profit or loss in the period in which the investment property was liquidated or sold.

As of 2022, due to a change in regulations in Poland, investment properties are not depreciated for tax purposes.

#### *Recognition of right-of-use assets*

In accordance with IFRS 16, the Group recognises assets under usufruct rights to land at discounted amounts of liabilities. These assets are presented on the statement of financial position in the same line item as the underlying assets owned by the Company would be presented. The item includes usufruct rights related to investment property. Depreciation of right-of-use assets is recognised in the statement of profit or loss in the same line items as other expenses of this type, i.e., under depreciation.

Recognition of a lease requires making certain estimates, judgements and calculations that influence the measurement of finance lease liabilities and right-of-use assets. These include:

- assessment whether a lease payment is a fixed, in-substance fixed or variable payment;
- assessment whether a contract contains a lease under IFRS 16;
- determining the lease term (including for contracts with an indefinite term or an extension option);
- determining the interest rate to be used to discount future cash flows;
- determining the depreciation rate.

### **3.8. Investment property under construction**

<span id="page-39-2"></span>Investment property under construction is recognised as investment property.

Throughout the construction process the Group measures the investment property using the fair value method or the cost method. The cost method can be used in the following two cases:

- it is not possible to determine the fair value of the investment property under construction, but it is expected that such property may be measured at fair value after completion of the work,
- it is not possible to determine the fair value of the investment even after its completion.

<span id="page-39-3"></span>Gains and losses arising from fair value measurement are recognised directly in profit or loss.

### **3.9. Leased assets – the Group as the lessee**

Lease contracts under which the Group assumes substantially all risks and benefits resulting from the ownership of property, plant and equipment are classified as lease contracts. Property, plant and equipment acquired under lease contracts are initially recognised at the lower of their fair value or present value of the minimum lease payments, less any depreciation charges and impairment losses.

Lease payments are apportioned between finance costs and the reduction of the remaining balance of liabilities using the effective interest rate method. The finance cost is recognised directly in profit or loss. If there is no reasonable probability that items of property, plant and equipment used under lease contracts will be acquired as at the end of the lease term, they are depreciated over the shorter of the lease term and the useful life. Otherwise, property, plant and equipment are depreciated over their useful lives.

### <span id="page-40-0"></span>**3.10. Impairment of assets**

### *3.10.1 Financial assets*

<span id="page-40-1"></span>At each reporting date, the Group measures expected credit losses of a financial instrument in a way that reflects:

a) an unbiased and probability-weighted amount of credit losses that is determined by evaluating a range of possible outcomes;

#### b) time value of money; and

c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

Under IFRS 9, the Company is required to recognise a loss allowance for lifetime expected credit losses, and if at the reporting date the credit risk on a financial instrument has not increased significantly, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses.

The Company applies a three-stage impairment model with respect to financial assets other than trade receivables:

- Stage 1 financial instruments on which the credit risk has not increased significantly since initial recognition. Expected credit losses are determined based on the probability of default occurring within the next 12 months (i.e. total expected credit losses are multiplied by the probability of default occurring in the next 12 months);
- Stage 2 financial instruments that have had a significant increase in credit risk since initial recognition, but have no objective evidence of impairment; expected credit losses are calculated based on the probability of default over the life of an asset;
- Stage 3 financial instruments for which there is objective evidence of impairment.

To the extent that the Company is required under the above model to make an assessment as to whether there has been a significant increase in credit risk, such assessment is made taking into account the following factors:

- a loan is past due 30 days or more;
- there have been legislative, technological or macroeconomic changes having a material adverse effect on the debtor;
- a significant adverse event has been reported concerning the loan or another loan taken by the same debtor from another lender, for instance a loan agreement has been terminated, there has been a default under its terms and conditions, or the loan agreement has been renegotiated due to financial distress of the debtor, etc.;
- the debtor has lost a significant customer or supplier or has experienced other adverse developments on its market.

The Company has performed an analysis of the effect of expected losses for short-term receivables using the simplified method with respect to the effect of expected losses.

Changes in impairment losses are recognised in the statement of profit or loss and recognised as other expenses or finance costs, as appropriate, depending on the type of receivables for which an impairment loss is recognised.

### *3.10.2 Non-financial assets*

<span id="page-40-2"></span>Carrying amounts of non-financial assets other than biological assets, investment property, inventories and deferred tax assets are tested for impairment as at each reporting date. If any indication of impairment exist, the Group estimates the recoverable amount of particular assets. The recoverable amount of goodwill, intangible assets with indefinite useful lives and intangible assets which are not yet fit for use is estimated at the end of each reporting period.

An impairment loss is recognised when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognised in profit or loss. Impairment of a cash-generating unit is first recognised as impairment of goodwill allocated to that unit (group of units), and subsequently as impairment of carrying amount of other assets of that unit (group of units) on pro-rata basis. The recoverable amount of an asset or a cash-generating unit is the higher of an asset's fair value less costs to sell and its value in use. In assessing value in use, projected cash flows are discounted at a pre-tax rate which reflects current market assessments of the time value of money and the risks specific to the asset. For assets that do not generate independent cash flows, value in use is estimated for the smallest identifiable cash generating units to which those assets are allocated.

Goodwill impairment losses are not reversed. For other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indication that impairment loss has decreased or no longer exists. Impairment losses are reversed if the estimates applied to the assessment of the recoverable amount have changed. An impairment loss is reversed only up to the carrying amount of an asset, less depreciation/amortisation charges that would have been made if the impairment loss had not been recognised.

### <span id="page-41-0"></span>**3.11. Employee benefits**

### *Defined benefit plans*

Under current regulations all the Group companies have an obligation to withhold and pay social security contributions for their employees. Under IAS 19, these benefits constitute a state plan and are a defined contribution plan. Accordingly, the Group companies' obligations for each period are estimated based on the amounts to be contributed for a given year.

### **3.12. Trade and other receivables**

<span id="page-41-1"></span>Trade receivables and other receivables representing financial assets are initially measured at fair value. Receivables that satisfy the SPPI test and are held for collection are measured at amortised cost including impairment losses calculated using the expected loss model. For short-term receivables, the fair value and amortised cost measurements are not materially different from the nominal amount.

For short-term trade receivables without a significant financing component, the Group applies the simplified approach required under IFRS 9 and measures impairment losses in the amount of credit losses expected over the entire lifetime of the receivable from initial recognition. The Group uses the provision matrix to calculate impairment losses on trade receivables classified in different age groups or delinquency periods. For the purpose of determining expected credit losses, trade receivables were grouped based on similarity of credit risk characteristics (one group of B2B receivables was identified).

To determine the overall default rate, an analysis of collectability of receivables for the last five years is carried out. Default rates are calculated for the following time past due ranges: current (not past due), past due up to 1 month, past due from 1 month to 3 months, past due from 3 months to 6 months, past due from 6 months to 1 year, past due over 1 year. To determine the default rate for a given period, the amount of written off trade receivables is compared with the amount of outstanding receivables.

Impairment losses are calculated taking into account default rates adjusted for the effect of future factors and the amount of receivables outstanding at the reporting date for each period.

The Group concluded that it has homogeneous groups of receivables from institutional customers.

For receivables other than trade receivables, the Group applies a three-stage impairment model.

Impairment losses on receivables are charged to other expenses or finance costs, depending on the nature of the receivables. The amount of an impairment loss on receivables is determined in accordance with local legal regulations and taking into account specific provisions of contracts.

### **3.13. Cash and cash equivalents**

<span id="page-41-2"></span>Cash in bank accounts meets the SPPI test and the 'held for collection' business model test and is therefore measured at amortised cost with an impairment charge determined in accordance with the expected loss model.

Cash disclosed in the statement of cash flows comprises cash in hand and bank deposits maturing within three months which that have not been treated as investment activity.

### <span id="page-41-3"></span>**3.14. Provisions**

Provisions are recognised when the Group has a liability resulting from a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are estimated by discounting expected future cash flows at a pre-tax rate which reflects current market estimates of changes in the time value of money and the risks associated with a given item of liabilities.

As at the reporting date, provisions are reviewed and appropriate adjustments are made, if necessary, to reflect the current most reliable estimate of their amount. Changes in provisions are charged directly to the appropriate cost item for which the provision was recognised.

### <span id="page-42-0"></span>**3.15. Borrowings and other debt instruments**

Initially, bank and non-bank borrowings are recognised at cost equal to the fair value of the instrument. In subsequent periods, borrowings and other debt instruments are measured at amortised cost, using the effective interest rate method, which includes the cost of obtaining the borrowing or other debt instrument as well as discounts or premiums obtained in settlement of liabilities.

Amortised cost includes the cost of obtaining the borrowing or other debt instrument as well as any discounts or premiums obtained in connection with the liability. Any gains or losses are taken to profit or loss when the liability is derecognised or accounted for using the effective interest rate method.

If contract terms of a financial liability are modified in way that does not result in derecognition of the existing liability, the gain or loss is immediately recognised in profit or loss. Profit or loss is calculated as the difference between the present value of modified and original cash flows, discounted using the original effective interest rate of the liability.

### **3.16. Trade and other payables**

<span id="page-42-1"></span>Liabilities represent the Group's current obligation arising from past events, where the resolution of such obligation will lead to an outflow of resources embodying economic benefits from the Group.

Current liabilities include liabilities which are payable within 12 months from the end of the reporting period. Current liabilities include in particular: trade payables, salaries, taxes, customs duties, insurance and other benefits.

Trade payables are recognised at nominal value. Interest, if any, is recognised when notes are received from suppliers.

Non-financial liabilities are measured at amounts receivable.

### <span id="page-42-3"></span><span id="page-42-2"></span>**3.17. Revenue**

### *3.17.1 Rental income*

The Group's principal business activity is leasing properties to tenants, with the Group acting as the lessor. The Group has entered into lease contracts for properties within its portfolio. Lease contracts under which the Group does not transfer substantially all risks and rewards of ownership of the leased assets are classified as operating leases.

The Group recognises rental income on a straight-line basis over the lease term, in accordance with IFRS 16 *Leases*, reflecting the average rent over the lease duration.

Commercial property lease contracts typically include clauses permitting periodic increases in rental charges based on the European Consumer Price Index.

### <span id="page-42-4"></span>*3.17.2 Revenue from property management services*

The Group also generates revenue from property management services.

This revenue consists of charges paid by tenants of the Group's investment properties to cover the costs of services provided by the Group in connection with their leases. Service charges are invoiced monthly, based on a rate agreed upon in the contract, reflecting the best estimate for each project. Additionally, the Group earns income by recharging utility costs to tenants, which are recharged based on actual consumption. Such income is recognised in accordance with IFRS 15.

The Group recognises revenue from property management services primarily as revenue from acting as a principal. This means that for the purposes of financial statements, such costs are recognised on a gross basis since the Group acts as a principal that controls goods or services before they are transferred to the customer.

### <span id="page-42-5"></span>**3.18. Lease payments**

Minimum lease payments made under leases are apportioned between finance expense and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent payments are accounted for by adjusting the minimum lease payments over the remaining term of the lease, when the lease adjustment is confirmed.

### **3.19. Finance income and costs**

<span id="page-43-0"></span>Finance income comprises interest income on funds invested by the Group, dividend income, gains on the disposal of available-for-sale financial assets, fair value gains on financial assets at fair value through profit or loss, foreign exchange gains, and such gains on hedging instruments that are recognised in profit or loss. Interest income is recognised in profit or loss as it accrues, using the effective interest rate method. Dividend income is recognised in profit or loss when the Group acquires the right to receive the dividend.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, dividends on preference shares classified as liabilities, foreign exchange losses, fair value losses on financial instruments through profit or loss, impairment losses on financial assets, and gains and losses on hedging instruments recognised in profit or loss. Interest expense is recognised using the effective interest rate method.

Borrowing costs that are directly attributable to the acquisition or construction of an investment property are part of the purchase price or production cost of the investment property.

### **3.20. Income tax**

<span id="page-43-1"></span>The calculation of current income tax is based on the tax profit for a given period determined in accordance with the applicable tax laws.

Income tax disclosed in profit or loss comprises current and deferred tax. Income tax is recognised in profit or loss, except for items that are settled directly with other comprehensive income, in which case it is recognised in other comprehensive income.

Current tax is the tax payable on the taxable income or loss for the year, using tax rates enacted as at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax is determined using the balance-sheet liability method, based on temporary differences between the carrying amounts of assets and liabilities as determined for accounting purposes and the amounts used for tax purposes. Deferred tax liability is not recognised for the following temporary differences: goodwill whose amortisation is not treated as tax-deductible cost, initial recognition of assets or liabilities that do not affect accounting profit or taxable income, and differences associated with investments in subsidiaries to the extent it is not probable that they will be realised in the foreseeable future. The measurement of deferred tax reflects the expectations as to the manner in which the carrying amount of assets and liabilities is to be realised, using tax rates enacted or substantively enacted at the end of the reporting period.

Deferred tax assets are recognised only to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax assets to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profit will be available.

Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax laws enacted by the reporting date.

<span id="page-43-2"></span>Income tax on dividend is recognised when the obligation to pay such dividend arises.

### **3.21. Earnings per share**

The Group presents basic and diluted earnings per share for ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to holders of ordinary shares by the weighted average number of ordinary shares in the period. Diluted earnings per share is calculated taking into account the profit attributable to holders of ordinary shares, the average number of ordinary shares, including bonds or bonds convertible into shares, and options for shares granted to employees.

### **3.22. Segment reporting**

<span id="page-43-3"></span>An operating segment is a separate part of the Group which is engaged in providing certain products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is exposed to other risks and derives other benefits than the other segments. The primary and sole business activity of the Group is construction and management of logistics space. The Group's revenue is derived from renting of own property and from property revaluation. The Group operates in Poland, Germany, Romania, and Austria.

The financial data prepared for management reporting purposes is based on the same accounting principles as those applied in the preparation of consolidated financial statements.

### <span id="page-44-0"></span>**4. Financial risk management**

The Group's business is exposed to the following risks arising from holding of financial instruments:

- Credit risk (Note 25.3.4),
- Liquidity risk (Note 25.3.1),
- Market risk (Notes 25.3.2 and 25.3.3).

The notes provide information on the Group's exposure to a given risk, the objectives, policies and procedures adopted by the Group to manage that risk and the way in which the Group manages its capital.

The Management Board has overall responsibility for the establishment and oversight of the Group's risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor the risks and adherence to the limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Using such tools as training, management standards and procedures, the Group seeks to build an environment in which all employees understand their respective roles and responsibilities.

Moreover, the pursuit of a low-carbon economy and the fulfilment of international targets to lessen the effects of climate change demand that sustainability risks be evaluated in conjunction with financial risks. These issues are described in Section 1.2. Management Board's Report on the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2024

### **4.1. Credit risk**

<span id="page-44-1"></span>Credit risk is defined as the risk of financial loss to the Group if a trading partner or a counterparty in a transaction fails to meet its contractual obligations. Credit risk arises principally from the Group's receivables from customers, loans and cash and cash equivalents.

The objective of risk management is to establish and maintain a stable and sustainable portfolio of loans and other investments in debt instruments in terms of both quality and value. This is achieved by implementing an appropriate credit limit policy.

### <span id="page-44-2"></span>*4.1.1 Trade and other receivables*

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Structure of the customer base, including the default risk of the industry in which the customers operate, have less significant effect on credit risk.

There are no significant concentrations of credit risk with respect to the Group's customers. The Group manages the risk by demanding that customers provide bank guarantees to secure rental payments. In some cases, tenants also provide security deposits.

<span id="page-44-3"></span>In only few cases has the Group incurred losses as a result of a customer's failure to pay.

### *4.1.2 Loans*

The Group's credit risk from loans relates mainly to receivables from related parties. At the moment there are no indicators that related parties will not be able to repay the loans.

### **4.2. Liquidity risk**

<span id="page-44-4"></span>Liquidity risk is the risk of the Group not being able to meet in a timely manner its liabilities that are to be settled by delivery of cash or other financial assets. The Group's approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without risking unacceptable losses or damage to the Group's reputation. To this end, the Group monitors its cash flows and secures access to sufficient cash to cover anticipated operating expenses and expected cash outflows for current financial liabilities, and maintains anticipated liquidity ratios.

### **4.3. Market risk**

<span id="page-45-0"></span>Market risk is the risk that changes in market prices, such as exchange rates, interest rates and equity prices will affect the Group's results or the value of financial instruments it holds. The Group mitigates the risk by constantly monitoring the Group's exposures, maintaining the exposures them within assumed limits, and seeking to optimise the rate of return on investment. The risk mitigation measures involve using hedge accounting to reduce the influence of market price volatility on financial results.

### *4.3.1 Currency risk*

<span id="page-45-1"></span>The Group is subject to risks arising in connection with sale, purchase, credit and loan transactions which are denominated in currencies (chiefly the euro) other than functional currency. Financial statements are prepared in the Polish złoty, which is functional currency. In order to make estimates as to the level of capital required to achieve our strategic goals, The Group uses euro as a reference currency. Most of the investments executed and planned as part of business strategy is expressed in euro. Across all countries where the Group operate, debt financing is denominated in euros, contracts with general contractors are also concluded in the euro or denominated in this currency, and the Group earn rental income in euro or rents are denominated in euro. Hence, while the Group uses natural hedging to minimize or completely eliminate foreign exchange risk, a specific segment of its expenses, including certain construction costs, service fees, materials, utilities, and employee salaries, are incurred in the currencies of the geographic markets where we the Group is active, namely the Polish złoty, Romanian leu, or the euro.

For reporting purposes, the Group translate amounts denominated in the euro into functional currency. Considering the fluctuations in the PLN/EUR exchange rates, any significant appreciation of functional currency could notably decrease Group's revenue due to the conversion of rents denominated in the euro into PLN. If currency translation or transaction risk materialized, the value of revenue, costs, assets and liabilities reported in euro and translated into zloty could fluctuate due to changes in foreign exchange rates, thereby impacting Group's financial position.

### *4.3.2 Interest rate risk*

<span id="page-45-2"></span>The main objective of the interest rate risk management is to protect the Company from variable market conditions and to enable precise planning of costs in individual periods. Accordingly, the effect of hedging activities should be recognised in a manner that does not affect profit or loss as hedging effects are not of operating nature.

Corporate bonds issued on the Polish capital market bear interest at variable rates.

Credit facilities used by the Group largely bear interest at variable rates. The Group companies also enter into fixed-rate credit facility agreements. Interest rates depend, to a significant degree, on many factors, including the monetary policy of central banks, national and international economic and political conditions, as well as other factors outside the Group's control. Changes in interest rates may increase the Group's borrowing costs under the financial liabilities and thus affect the Group's profitability. Any need to hedge interest rate risk is considered by the Group on a case-by-case basis. In order to mitigate the interest rate risk, the Group companies enter into Interest Rate Swap transactions with their financing banks. Changes in interest rates may have a material adverse effect on the financial position and results of the Group.

The purpose is to hedge interest cash flows exposed to interest rate risk.

To meet this goal, the Group companies strive to enter into credit facility agreements with fixed interest rates, whenever feasible.

An increase in interest rates may also affect the rise in capitalization rates, which in turn may negatively impact property valuation and lead to a breach of bank covenants.

### <span id="page-45-3"></span>**4.4. Risk related to the Group's dependence on macroeconomic conditions**

The growth of the commercial real estate market, where the Group is active, is influenced by fluctuations in the construction and real estate sectors, trends within manufacturing, commerce, industry, services, and transportation, as well as the overall economic development. This development is shaped by various macroeconomic factors, including the impact of Russia's military aggression in Ukraine, the associated sanctions against Russia and Belarus (along with their retaliatory measures), the rate of economic growth, inflation, interest rates, labour market conditions, and the volume of direct foreign investments. Also, the Group's business depends indirectly on changes in the global economy. The Group's activities are affected by a range of factors: the military aggression of Russia towards Ukraine and the subsequent sanctions levied against Russia and Belarus (including their reciprocal responses), the dynamics of GDP growth, inflation rates, the level of interest rates and the expectations for their future adjustments, which sway the behaviours of both consumers and businesses, exchange rates, the rate of unemployment, the average wage levels, and

the medians of salaries and incomes. Furthermore, the fiscal and monetary policies within the European Union, especially in the nations where the Group's subsidiaries operate, are also significant influencing factors. The rate of growth of the domestic economy, and thus the Group's business and results, may be affected by slowdown of the global economy. Adverse changes in the macroeconomic conditions and economic and monetary policies in Poland, Romania, the European Central Bank and other countries may have a material adverse effect on the Group's financial results and its ability to implement its plans.

### **4.5. Risks related with factors specific to the real estate sector**

<span id="page-46-0"></span>The Group is also exposed to risks inherent to the real estate sector that arise from the acquisition, ownership, and management of properties. The revenue and value of properties can be affected by a variety of factors, including changes in legal and administrative regulations, such as those concerning the acquisition of permits or licenses, land use determinations, and taxation; cyclical variations in the real estate markets where the Group is active; and the capability to obtain suitable construction, management, maintenance, and property security services. The Group takes steps to safeguard its operations from the adverse impacts of these factors.

### **4.6. Risk related to a possible downturn on the real estate market and general slowdown**

<span id="page-46-1"></span>A downturn in the real estate market could adversely affect the Group's financial performance, particularly in terms of income derived from warehouse space rentals. If tenants default on their obligations or if there are vacancies, the Group would be unable to generate rental revenue, yet would continue to bear property-related expenses such as legal and appraisal fees, maintenance costs, insurance, and local property taxes. As a rule, lease rents and market prices of property depend on economic conditions. A decrease in market prices may result in lease rents being set at levels lower than those originally planned, may lead to losses on individual projects, or may result in a need to find an alternative use of the purchased land. The occurrence of such events may have a material adverse effect on the Group's business, financial position and results.

### **4.7. Risk related to land acquisition**

<span id="page-46-2"></span>The effectiveness and scale of the Group's operations depend, among other factors, on the supply of appropriate land properties for development, their prices and legal status. The ability to find and acquire appropriate real estate at competitive prices and to obtain financing on appropriate terms is a prerequisite for efficient execution of the adopted strategy and delivery of the planned results. The ability to secure land for investment projects in prime locations depends on the Group's operational effectiveness, the legal framework governing the Group's business, and objective factors within the market environment. The price of land is driven indirectly by such factors as demand for lease of warehouse, manufacturing and office space, as well as macroeconomic conditions, availability of financing, supply of warehouse, manufacturing and office space in a given area, and tenants' expectations as to the standard and location of the properties. The Group seeks to effectively respond to changes in the macroeconomic environment through such measures as phased approach to project execution. The Group has established a dedicated department responsible for identifying and securing land for purchase that meets the specified criteria.

### **4.8. Risk related to property rental**

<span id="page-46-3"></span>The company's activity in the real estate market entails risks associated with the loss of key tenants and risks stemming from the deterioration of tenants' financial situation. Securing tenants, especially key ones, for the Group's logistics parks is crucial for ensuring commercial success. Such anchor tenants play a significant role in the further development of the logistics park. The Group may face challenges in attracting tenants during economic downturns or when competing with other parks. The Group's performance can also be adversely affected by the financial situation of its tenants, which may deteriorate due to changes in their economic circumstances independent of the quality of their operations. Economic changes may arise from a general market downturn, a slowdown in demand, financial difficulties faced by business partners, rising interest rates, etc. Tenants' problems can adversely impact the Group's financial situation. The Group mitigates this risk by carefully selecting business partners and conducting thorough analyses of their financial situation.

### **4.9. Risks Related to the real estate market and Group's business**

<span id="page-46-4"></span>An economic downturn or a significant deterioration in macroeconomic conditions could have a material adverse effect on the Group's operations and value of the Group's real estate, including disruptions in financial markets, uncertain economic conditions, and recent inflationary pressure.

The development of the commercial real estate market in which the Group operate depends both on changes in the construction and real estate sectors, trends in manufacturing, trade, industry, services, transport, and on the development of the economy as a whole, which is influenced by a number of macroeconomic and geopolitical factors, such as: Russia's military aggression in Ukraine and the related sanctions imposed on Russia and Belarus (as well as the retaliations of these countries), the dynamics of economic growth, Gross Domestic Product ("GDP") levels, the level of inflation rates, the level of interest rates and expectations regarding changes in these rates, which influence the behavior of consumers and entrepreneurs, currency exchange rates, the situation on the labor market, the level of unemployment rates, the level of average wages and median wages and incomes, the value of foreign direct investment, the fiscal and monetary policy of the European Union, including the countries in which the Group operate. The growth rate of the domestic economy, and thus also Group's operations and results, may be affected by a downturn and slowdown in the global economy. Negative changes in the macroeconomic situation and the economic and monetary policies of Poland, Romania, other countries and the European Central Bank may materially adversely affect Group's financial results and its ability to implement plans.

In particular, on February 24, 2022, troops of the Russian Federation launched a full-scale invasion of Ukraine, which caused major changes in the economic situation of all European countries and significantly affected the supply and transport routes of raw materials and products. The EU as well as a number of non-EU Member States have imposed sanctions on Russia, Belarus and their leadership and individuals. These sanctions are without precedent in relations between European countries. Given the volume of trade with Russia to date, and above all the dependence of EU countries on natural resources, including gas and oil, imported from Russia, as well as the role of Russia and Ukraine as food exporters, both the sanctions imposed and the retaliation by Russia continue to have a significant impact on the global economy, and are causing far-reaching changes in the direction of flows of both raw materials and products, in particular by limiting trade in goods with Russia and Belarus and restricting transit through Russia, Belarus and Ukraine between Europe and Asia. Higher energy costs and commodity prices, cyber disruptions or attacks, heightened general operating risks and disruption of logistic chains in Europe resulting from the foregoing have led to increased economic instability, market volatility and inflation, which have affected and may continue to affect the financial strength of many commercial real estate tenants and the logistics industry as a whole. Although the hostilities in Ukraine have not had a material adverse effect on the Group's operations thus far, possible unfavorable military developments in Ukraine could lead to changes in logistics routes and negatively affect the propensity for tenant investment in Poland and Romania, thereby leading to a reduction in demand for the Group's services. Any of the foregoing could adversely affect Group's business and its results of operations.

In addition, inflation has the potential to adversely affect Group's liquidity, business, financial condition and results of operations by increasing overall cost structure. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects.. Although the Group takes measures to mitigate the impact of inflation (including full indexation of 100% of lease agreements), these measures may not be effective and Group's business, financial condition, results of operations, and liquidity could be materially adversely affected.

### <span id="page-47-0"></span>**4.10. Risk associated with liabilities that are not covered by, or which exceed the coverage limits, of insurance policies**

The Group's properties may be damaged or destroyed due to a number of foreseeable or unforeseeable circumstances. It is also possible for third parties to suffer damage as a result of events for which the Group is liable. Although the Group has various insurance policies, including liability insurance related to its operations and real estate, as well as allrisk property insurance, income protection insurance and insurance for directors and officers, these policies may prove to be insufficient and may not cover all risks related to the Group's operations.

Certain risks, such as terrorist attacks, risks related to war or armed conflict, and natural disasters, may also not be insurable or may only be insurable at high costs which, in turn, may make insuring them uneconomical. The insurance policies may not protect the Group against all losses that may incur in connection with the Group's operations, and certain types of insurance may not be available on commercially reasonable terms or at all. Accordingly, insurance cover may not be sufficient to fully compensate for losses incurred in connection with Group's properties. If any such risks were to materialize, it could have a material adverse effect on the Group's business, financial condition, and results of operations.

### <span id="page-47-1"></span>**4.11. Risk of failure to make profitable investments, particularly in ongoing development activities**

Ability to commence and complete the development, redevelopment or upgrading properties depends on a number of factors, some of which are beyond the Group's control. These factors include, in particular, the ability to obtain all required administrative decisions, to secure external financing on satisfactory terms or at all, to engage reliable contractors, and to secure suitable tenants.

Factors over which Group has limited or no control, which may delay or otherwise adversely affect the development or upgrading of its facilities, include:

• an increase in the cost of materials, labor or other costs that may make it uneconomical to complete the project;

• actions of public authorities and local governments resulting in unforeseen changes to land-use plans and architectural and construction requirements;

• defects or limitations in the legal titles to plots of land or buildings we acquire, or defects, limitations or conditions relating to administrative decisions concerning plots of land we hold;

• changes in applicable laws, norms, regulations or standards, or in their interpretation or application,

which come into force after we have commenced the planning or construction phase of a project,

resulting in additional costs or causing delays to the project;

• violations of building standards or norms, faulty construction methods or defective construction

materials;

• industrial accidents, as yet undisclosed existing soil contamination, or potential liability under

environmental and other relevant legislation, for example relating to archaeological finds or

unexploded ordnance or building materials that are deemed harmful to health;

- forces of nature, such as bad weather, earthquakes, and floods, which can damage or delay projects; and
- acts of terror or riots, rebellions, strikes and/or civil unrest.

Investment projects may only be carried out if the relevant plots of land have the appropriate technical infrastructure required by law. The relevant authorities may require to create the legally required additional infrastructure as part of our construction work before issuing permits. Such additional work may significantly affect the construction costs of the facility in question.

In addition, the development of certain projects may become uneconomic and/or unfeasible for reasons beyond our control, such as a downturn in the property market or increased financing costs. The Group may not be able to complete these projects on time, within budget or at all, for any of the above or other reasons, which may increase costs, or delay or cause a project to be abandoned, which in turn may have a material adverse effect on Group's financial position and results.

### <span id="page-48-0"></span>**4.12. Risks related to general contractors and other third parties**

Subcontracting of projects is outsourced to general contractors or other third parties. The successful completion of construction projects depends on the Group's ability to employ general contractors who deliver projects in accordance with accepted standards of quality and safety, on commercially reasonable terms, within agreed timeframes and within the approved budget. The inability to hire general contractors on commercially reasonable terms or the failure of general contractors to meet accepted quality and safety standards, their failure to complete construction or refurbishment on time or within the agreed budget, as well as the general contractors' demand for an increase in remuneration, especially due to an increase in the price of construction materials, may result in increased project costs, delays in project completion, or claims against the Group. In addition, the aforementioned events may adversely affect the Group's image and ability to sell completed projects.

Contractors and third-party service providers may be adversely affected by economic downturns, insolvencies or any other risks inherent to the provision of any such services. These risks include damages caused by severe weather conditions (*e*.*g*., fires, floods or natural disasters) and construction related delays due to personnel shortages, strikes, building site safety, governmental permits, adverse weather conditions, shortage of or inability to source building materials and transportation issues, any of which may be influenced by the respective parties' reliance on third parties. The financial strength and liquidity of the general contractors may prove to be insufficient in the event of a significant downturn in the property market or increases in the cost of development, which in turn could lead to their bankruptcy, adversely affecting the execution of the Group's strategy.

In connection with the construction of developments, the Group enters both general construction contracts, as well as contracts for the execution of specific works, including road-, water-, and sewage-related works. These contracts contain provisions to secure the performance of general contractors' obligations and secure claims against them, for example, by establishing a guarantee of proper and timely performance of the subject of the contract (in the form of a performance bond or a bank or insurance guarantee), as well as by establishing contractual penalties for delays. However, these provisions may not cover all costs and damages incurred in such circumstances, and they may not completely eliminate the consequences of delays in the construction of a project, such as an unplanned increase in completion costs and a delay in revenue generation. In specific cases, it may turn out that the contractors are unable to satisfy the Group's claims, which in turn may result in an inability to cover the losses incurred.

Dependence on general contractors also exposes Group to all risks relating to the poor quality of the work of such general contractors, their subcontractors and employees, and to construction defects. In particular, the Group may incur damages due to the need to engage other contractors to correct faulty work or due to the need to pay compensation to persons who have suffered damages due to faulty work. Furthermore, there is a risk that such losses or costs will not be covered by the Group's insurance, by the contractor or by the relevant subcontractor. In addition, the Group may be affected by occupational accidents involving persons employed by its contractors. Although the Group is not directly liable for workplace accidents affecting employees of construction contractors carrying out work on construction sites, accidents may nevertheless cause disruptions to the contractors' work, which may consequently cause delays in project execution and generate additional costs.

Furthermore, there can be no assurance that contractors or third-party service providers will not terminate agreements with the Group or enter into default. The Group's ability to continue its business operations upon any termination, default or similar circumstances caused by contractors or service providers is limited by, among others, the availability of qualified replacement contractors or service providers and/or our ability to enter into favorable agreements with them. Subsequently, following any termination, default or similar circumstance, the Group may no longer be able to develop, manage, operate, and maintain real estate properties or to assess or manage Group's transactions.

Any of these events could negatively affect the Group's profitability and financial position or result in claims, which could have an adverse effect on Group's reputation.

### <span id="page-49-0"></span>**4.13. The risk of failure to obtain the necessary approvals, licenses, titles or permits for properties and future developments, which could have a material adverse effect on the Group's business, financial condition or results of operations**

As part of operations and in managing assets, the Group is required to obtain numerous permits, arrangements, approvals, consents, administrative decisions or other types of rulings by public authorities including permits for the construction and use of its investment properties. Further approvals and permits with respect to, among others, density, site planning and protection of the environment may also be required. Obtaining such permits and approvals may be time consuming and is often, in particular with regard to land use plans (including the implementation of new zoning plans for our projects), subject to the discretion of the local authorities and may require significant resources.

The Group cannot assure that all such permits, arrangements, approvals, consents, administrative decisions or other types of rulings by public authorities in connection with existing properties or new investments will be obtained in a timely manner, or that they will be obtained at all, or that permits, consents, administrative decisions or other types of rulings by public authorities held now or obtained in the future will not expire, be revoked or cancelled, or that their validity will be extended in a timely manner.

In addition, public administration authorities may make the issuance of certain administrative decisions or other rulings subject to compliance with certain additional conditions (including, for example, provision of appropriate infrastructure) or obligations, which may involve additional costs and prolong the proceedings, resulting in a temporary inability to generate revenue.

In addition, the Group may seek to make changes to some of projects or facilities, as well as changes to the use of the properties so as to use them more efficiently or in line with trends in the property market at the time. It may not be possible to implement such changes, due to difficulties in obtaining or amending the required permits, approvals, administrative decisions or other rulings by public administration authorities, particularly in the case of properties entered in the register of historic buildings.

The Group's ability to obtain the permits required to realize development projects is dependent on ability to meet the relevant regulatory and planning requirements. The Group own property in numerous geographies and may therefore need to meet different requirements for each geography while being subject to various authorities' discretion in granting such permits. The Group's progress in development activities is highly dependent on the decisions of such local authorities, and this process is often uncertain and political, and may require significant efforts in order to secure the necessary approvals. There can be no assurance that the necessary approvals will be received, or that they will be received in a timely manner or without unfavorable provisions and/or conditions. Planning regulations and permits could also be challenged within the relevant statutory period, which could eventually lead to delays in the realization or even in completion of a particular development project.

In addition, social and environmental organizations, as well as owners of neighboring properties and local residents may take action to prevent from obtaining the required permits, approvals, administrative decisions or other rulings by public authorities, including by participating in administrative and court proceedings, challenging decisions, rulings and judgments issued in the course of such proceedings, as well as by disseminating negative and defamatory information regarding Group's investments. In particular, the above actions may significantly delay execution of investment activities, the achievement of expected revenues, and may cause the Group to incur additional costs in connection with its investments.

<span id="page-50-0"></span>The materialization of any of the foregoing risks could materially affect development activities and results of operations.

### **4.14. Risks related to operating in multiple jurisdictions and dependence on economic, political and market developments**

The Group operates in the following four jurisdictions: Poland, Germany, Romania and Austria. As a result, Group needs to appropriately adapt internal regulations, including those related to monitoring and reporting. Any mismanagement of foreign investments or inadequacy of internal regulations could materially adversely affect Group's reputation, business, and financial performance.

### **4.15. The risk of geographical concentration**

<span id="page-50-1"></span>As of December 31, 2024, 76% of the Group's portfolio based on fair value was located in Poland and for the twelve months ended December 31, 2024, 85% of rental income was generated by properties located in Poland. As a result of the geographical concentration of the Group's portfolio, performance may be disproportionately affected by negative market developments in Poland. In addition, given the geographic concentration of properties, the outcome of a catastrophic environmental or other event, such as a flood, fire, terrorism or other disaster, could be more severe for the Group compared to a more geographically diversified portfolio of properties.

### <span id="page-50-2"></span>**4.16. The Group is exposed to the risk of construction defects and defective construction materials**

The Group is exposed to various risks relating to defective construction work or the use or installation of defective construction materials by third-party suppliers or contractors. The construction of new real estate properties involves health, safety and environmental risks. Specifically, building components might contain hazardous substances or the properties could bear other environmental risks. The warranty, guarantee or indemnity protection set forth in contracts with third-party suppliers and contractors, and the arrangements with insurance providers to insure against certain risks may prove to be insufficient or may not adequately protect Group against relevant risks. Furthermore, the Group may not be able to enforce claims in the respective amount, or at all, due to the third-party contractor's or supplier's insolvency, or for other reasons. Significant liabilities may not be identified or may only come to light after the expiry of our warranty, guarantee or indemnity claims. Unexpected levels of expenditure attributable to such construction defects or defective construction materials arising in relation to a development project may adversely affect Group's business, financial position, and results of operation.

### <span id="page-50-3"></span>**4.17. The Group is exposed to risks related to environmental pollution and natural disasters, such as earthquakes, floods and other extreme weather events, including those related to infrastructural development, primarily technical disasters, or the effects of climate change**

The real estate sector is exposed to risks relating to natural disasters and environmental pollutants. This damage could lead to additional costs for us that may not be, in whole or in part, covered by our insurance policies. During construction, there is a risk of water and soil pollution linked to the presence of hydrocarbons, chemicals, and other pollutants. There is also a risk of air pollution due to dust emissions and fine particles. Group's development projects may impact biodiversity due to the loss of vegetation from soil sealing. This could have a negative impact on Group's reputation and increase the risk of litigation. Environmental damage and pollution, whether caused by natural disasters, environmental pollutants or failure of or defects in the technology and equipment used by Group's buildings, or any other factor outside of our control could also prompt a loss of recognitions for certain environmental or health certifications. Any of the foregoing could have material adverse effects on our business, financial condition, and results of operations.

A failure to successfully manage the impacts of climate change may leave properties vulnerable to negative effects of changing climate conditions. Group's properties are increasingly exposed to extreme weather conditions which are becoming more frequent and harsher.

Such actual or threatened climate change related damage could increase the cost of, or make unavailable, insurance on favorable terms. The Group may face increased costs of resources such as water, energy, building materials and techniques due to climate change. Further, The Group may also need to comply with more stringent regulatory requirements and respond to higher stakeholder expectations regarding sustainability.

### <span id="page-51-0"></span>**4.18. The Group may be able to incur substantially more debt in the future. This could further exacerbate the risks associated with its leverage**

Subject to the restrictions in senior secured loan facilities, the Bonds, and other outstanding debt, the Group may be able to incur substantial additional debt in the future, some of which could also be secured. In addition, the senior secured loan facilities do not, and the Indenture will not, prohibit the Group from incurring additional debt, including secured debt, or from repurchasing the Notes.

To the extent that the Group incurs additional debt or such other obligations, the risk associated with its debt described above, including possible inability to service debt, will increase.

Furthermore, subject to compliance with the terms of the Notes, additional debt that the Group incurs may be guaranteed by one or more of our subsidiaries or secured, with the result being that the Notes may be structurally or effectively subordinated to such additional debt. Accordingly, in any insolvency, the creditors under such structurally or effectively senior debt will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer, as such subsidiary's direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

### <span id="page-51-1"></span>**4.19. Ability to actively manage our assets depends on market factors, some of which are beyond the Group's control**

One important part of the Group's business is active asset management, which includes managing vacancy rates and rental levels and the terms of leases for all properties, as well as ensuring the desired tenant mix.

In addition to legal restrictions, the Group's ability to lease vacant space, renegotiate rents and achieve the desired tenant mix depends on market factors.

Some of these factors, such as the general economic environment, consumer confidence, inflation and interest rates are beyond the Group's control. During recessions or economic downturns, competition between investors and developers makes it more difficult to retain existing tenants and attract new ones. If the Group is unable to generate or capitalize on demand for its properties, it may not be possible to reduce vacancy rates or renegotiate rents in a favorable manner.

If high vacancy rates persist for an extended period of time, this could result in an overall reduction in the rents paid by tenants, making it much more difficult to increase the average rental rates in accordance with our plans. Vacant space also results in an increase in overall operating costs, due to the need to cover costs generated by empty properties. Any such decrease in rental income or increase in operating expenses could have a material adverse effect on Group's financial position and results.

### <span id="page-51-2"></span>**4.20. The Group's business may be adversely impacted by negative developments in the property and commercial real estate markets**

The Group is exposed to risks associated with the development, acquisition, ownership and management of properties in the commercial property market.

A number of factors may affect the revenue generated and the value of our properties, including:

(i) changes in laws and administrative regulations relating to real estate, including those relating to obtaining permits or approvals, determining land use, taxes and other public charges;

(ii) cyclical changes in the real estate markets in which the Group operate;

(iii) ability to procure appropriate construction, management, maintenance, and property security services.

A general downturn in the property market may have a negative impact on the Group's performance in terms of income generated from the rental of warehouse space. If tenants default on their obligations or if there are no tenants, the Group will not earn rental income while incurring costs associated with the property. These costs may include but are not limited to: legal and valuation costs, maintenance costs, insurance, and local property taxes. The level of achievable rent as well as market price of a property are, in principle, dependent on the economic situation. Consequently, a fall in the level of market prices may result in rent levels that are different from projections and lead to losses within a project or the need to find alternative uses for land purchased for development.

The occurrence of any of the risk factors discussed above could have a significant negative impact on the Group's operations, financial position, results, and development prospects.

### <span id="page-52-0"></span>**4.21. The risk of failure to obtain the necessary approvals, licenses, titles or permits for properties and future developments, which could have a material adverse effect on the Group's business, financial condition or results of operations**

As part of operations and in managing assets, the Group is required to obtain numerous permits, arrangements, approvals, consents, administrative decisions or other types of rulings by public authorities including permits for the construction and use of its investment properties. Further approvals and permits with respect to, among others, density, site planning and protection of the environment may also be required. Obtaining such permits and approvals may be time consuming and is often, in particular with regard to land use plans (including the implementation of new zoning plans for our projects), subject to the discretion of the local authorities and may require significant resources.

The Group cannot assure that all such permits, arrangements, approvals, consents, administrative decisions or other types of rulings by public authorities in connection with existing properties or new investments will be obtained in a timely manner, or that they will be obtained at all, or that permits, consents, administrative decisions or other types of rulings by public authorities held now or obtained in the future will not expire, be revoked or cancelled, or that their validity will be extended in a timely manner.

In addition, public administration authorities may make the issuance of certain administrative decisions or other rulings subject to compliance with certain additional conditions (including, for example, provision of appropriate infrastructure) or obligations, which may involve additional costs and prolong the proceedings, resulting in a temporary inability to generate revenue.

In addition, the Group may seek to make changes to some of projects or facilities, as well as changes to the use of the properties so as to use them more efficiently or in line with trends in the property market at the time. It may not be possible to implement such changes, due to difficulties in obtaining or amending the required permits, approvals, administrative decisions or other rulings by public administration authorities, particularly in the case of properties entered in the register of historic buildings.

The Group's ability to obtain the permits required to realize development projects is dependent on ability to meet the relevant regulatory and planning requirements. The Group own property in numerous geographies and may therefore need to meet different requirements for each geography while being subject to various authorities' discretion in granting such permits. The Group's progress in development activities is highly dependent on the decisions of such local authorities, and this process is often uncertain and political, and may require significant efforts in order to secure the necessary approvals. There can be no assurance that the necessary approvals will be received, or that they will be received in a timely manner or without unfavorable provisions and/or conditions. Planning regulations and permits could also be challenged within the relevant statutory period, which could eventually lead to delays in the realization or even in completion of a particular development project.

In addition, social and environmental organizations, as well as owners of neighboring properties and local residents may take action to prevent from obtaining the required permits, approvals, administrative decisions or other rulings by public authorities, including by participating in administrative and court proceedings, challenging decisions, rulings and judgments issued in the course of such proceedings, as well as by disseminating negative and defamatory information regarding Group's investments. In particular, the above actions may significantly delay execution of investment activities, the achievement of expected revenues, and may cause the Group to incur additional costs in connection with its investments.

<span id="page-52-1"></span>The materialization of any of the foregoing risks could materially affect development activities and results of operations.

### **4.22. Development activities depend on the Group's ability to acquire real estate properties at economically reasonable prices**

The efficiency and scale of the Group's operations depend on the supply of suitable land properties for development, the price level of these properties, and their legal status. The Group's ability to secure land for development projects in attractive locations depends on several factors, including the efficiency of operations, as well as on objective factors within the market environment, such as strong competition in the land market, the length of time required to change the legal purpose of land and limited supply of land with appropriate infrastructure.

Land prices are indirectly influenced by the demand for the rental of warehouse, manufacturing and office space, as well as the macroeconomic situation, the availability of financing, the supply of warehouse, manufacturing and office space in a given area, and tenants' expectations regarding standard and location of the properties. An increase in future land prices may also adversely affect the competitiveness and profitability of the Group's new developments. Conversely, a decline in the value of land may result in lower valuations of the Group's investment properties and may adversely affect the competitiveness, profitability and valuation of some of existing projects.

In addition, an inability to identify and acquire land for development projects at economically feasible prices could materially impact Group's business, financial position, and results of operations.

### <span id="page-53-0"></span>**4.23. The Group may be unable to identify all risks associated with properties and may overestimate the value of such acquisition and development opportunities**

The development and management of real estate properties are subject to risks caused by, including, the condition of the real estate property, the inaccurate assessment of any of the investments, unfavorable financing conditions, and changes in the legislative and regulatory environment or any other factor, including those beyond the Group's control.

We may not be able to identify all material risks in connection with the due diligence processes that the Group conduct prior to an acquisition. The Group may also not be able to assess whether the original owner of an acquisition target or any potential successor has obtained, maintained or renewed all required permits, satisfied all permit conditions and obtained all necessary licenses.Any acquisition target may suffer from hidden defects or damages that we were not able to discover in the course of the acquisition process. Consequently, there can be no assurance that all risks related to the acquisition of real estate properties have been identified, evaluated and addressed accordingly. The Group's ability to identify and evaluate all risks relating to the unrestricted ownership title to real estate properties and third-party rights relating to acquisition targets may also be limited in certain instances. Legal, tax and/or economic liabilities may be, or may have been, insufficiently or inaccurately evaluated.

In addition, the representations and warranties we receive from sellers in the sale and purchase agreements for such acquisitions may not cover all risks or fail to cover known and existing risks sufficiently. Additionally, warranties may be or become unenforceable. In some cases, a seller may refuse to make any representation or warranty as to risks associated with the acquisition or make no representation or warranty as to the sufficiency and correctness of the information made available in the context of a due diligence investigation. Due to the high competition for attractive land plots or buildings suitable for development projects, the Group may has to accept purchase agreements with very limited or even no representations and warranties.

Furthermore, the Group may overestimate the earnings potential and potential synergies from acquisitions, as well as underestimate the rental and cost risks, including expected demand from tenants for the respective property and expected capital expenditures for developing, maintaining or modernizing the property, and consequently pay a purchase price that exceeds a property's actual value. In addition, properties could be inaccurately appraised, even if they were acquired on the basis of valuation reports by reputable independent appraisers and due diligence investigations. Therefore, neither a particular cash flow from rentals, nor a certain retail price can be guaranteed with respect to acquired properties.

The realization of any risk described above could have a material adverse effect on the Group's business, financial condition, and results of operations.

### <span id="page-53-1"></span>**4.24. The business is dependent on qualified personnel, including key personnel such as senior management**

The success of the Group's business depends on a large extent on executives, who have the knowledge and experience in running the business of developing, leasing and operating warehouse and manufacturing centers. The current members of management have substantial experience in the real estate industry and/or have held other key senior management positions and have gained expertise that is particularly necessary to run and develop our business with respect to the search for and acquisition of both new locations for investments and tenants with an established position in the market, as well as the construction, marketing and management of logistics parks. In the event of departure of one or more of these key personnel, the Group may not be able to replace them with suitable successors, which could affect operational and financial results.

Any unanticipated changes in key personnel may also be disruptive to our business operations, and growth strategy may require hiring of additional qualified employees. In addition, these factors may adversely affect Group's ability to further develop its business or even to complete projects already underway.

### <span id="page-54-0"></span>**4.25. The Group is subject to strict environmental regulations and may face liability for environmental claims**

The owners and operators of real estate in the Group's jurisdictions are subject to strict environmental laws that require them to comply with current and future environmental standards and to prevent and remediate any contamination or damage. According to the applicable legislation, the entity using the environment is obliged to take preventive and remedial measures to prevent or eliminate environmental damage. In addition, if an imminent threat of environmental damage or environmental damage has been caused with the consent or knowledge of the landowner, the landowner is obliged to take preventive and remedial measures jointly and severally with the entity using the environment that caused it.

In addition, to develop projects, the Group must obtain a number of environmental approvals and permits, including waste management and water permits, and pay environmental fees. The Group properties may be affected by environmental issues that could expose Group to liabilities and put us at risk of non-compliance with our obligations under existing permits. The Group also may be exposed to damage as a consequence of sudden and unforeseen environmental pollution caused by events related to infrastructural development or caused by forces of nature.

The Group has complied with all environmental protection requirements stipulated by the applicable legislation, and the tenants of warehouse and manufacturing spaces have not conducted or are not conducting activities harmful to the environment within the meaning of environmental protection regulations. However, the Group may be required to pay damages, administrative fines or incur remediation costs resulting from environmental pollution on its land or on land the Group's acquires in the future.

If the relevant authorities discover violations of applicable environmental laws, the Group may be subject to fines and other penalties. Any of the foregoing could have a negative impact on Group's reputation, financial position, and results of operations.

### <span id="page-54-1"></span>**4.26. Legislative changes may have negative consequences for the markets in which the Group operates, which may significantly affect the Group's operations and financial situation**

The Group's operations are subject to several laws and regulations. Changes to applicable laws, could have a significant impact on the Group's business and its financial results. The entry into force of a new, economically significant regulation may directly cause significant changes in the commercial real estate market through a significant rise in project costs or a change in agreements with purchasers or tenants.

Local zoning laws are subject to change and may interfere with the intended use of the Group's properties. In addition, the enactment of any new law or regulation that is open to conflicting interpretations may give rise to uncertainty as to the current legal status, which may in turn lead to the temporary suspension of projects for fear of possible adverse consequences of the ambiguous laws or regulations. The above factors may have a material adverse effect on Group's business, financial position, and results of operations.

### **4.27. Risks related to changes in and unfavorable interpretations of tax laws**

<span id="page-54-2"></span>The Polish tax system is characterized by a lack of stability. At the same time, the interpretation of the regulations themselves by the tax authorities and administrative courts is also subject to significant changes, which may have negative consequences for entities adhering to known previous interpretations of these regulations. The Group also has operations in Romania, Germany and Austria. Tax laws are changed frequently, many times to the disadvantage of taxpayers. The interpretation of the rules may also be subject to similar changes. Frequent changes in the law governing the taxation of business activities and divergent interpretations and variability of such interpretations in the application of tax laws by the tax authorities may prove detrimental to the Group's business and results of operations.

### <span id="page-54-3"></span>**4.28. The Group may be unable to find or retain suitable tenants on acceptable terms or in a timely manner, and existing tenants may be unable to meet their payment obligations**

Attracting good tenants, especially anchor tenants is crucial to ensuring commercial success. Key tenants play an important role in generating further growth of the logistics park segment. The Group may face difficulties in securing tenants during periods of economic downturn.

In addition, the termination of a lease agreement by any of the key tenants may adversely affect the attractiveness of the park. If a tenant defaults on its lease agreement, is declared bankrupt or restructuring proceedings are initiated against it, there may be a delay in rent payments or a decline in rental income, the effects of which Group may not be able to offset.

Furthermore, new developments or trends in the market standard of commercial real estate could result in decreasing demand if such properties do not meet such new requirements. Any extension or change to the property may lead to additional unforeseen costs and expenses.

In addition, when existing lease agreements expire, the Group may not be able to release its commercial properties immediately, and it may take time to locate and secure a successor tenant for such space or property, which could have a negative effect on its business, financial position and results of operations. In extreme cases, long-term vacancies may occur. The economic success of the Group's business depends significantly on its ability to generate rental income from the lease of properties to suitable tenants. Tenants may fail to meet their rental obligations for a plethora of reasons, including a change in financial position. Adverse developments of any of the foregoing factors may lead to tenants' inability to meet their obligations under their lease agreements. The materialization of this risk may lead to a significant deterioration in the Group's rental income, and by extension, its financial position and results of operations.

### <span id="page-55-0"></span>**4.29. Tenants' operations in logistics properties of the Group may give rise to third-party damage claims**

The Group leases warehouse and manufacturing space to entrepreneurs conducting various types of business activities on the premises. In their lease agreements, tenants undertake third-party liability insurance on account of conducting business activities on the properties; nevertheless, an injured person may be unable to pursue compensation claims against the tenants for damages arising in connection with their business activities, in particular business activities that may cause environmental damage or damage resulting from faulty construction of the warehouse facilities. Such a situation could give rise to civil claims against Group as ownerof the land and facilities where the activities giving rise to third-party damage are carried out.

### <span id="page-55-1"></span>**4.30. Insufficient utility volumes may have a negative impact on Group's business, financial condition or results of operation**

In connection with the lease agreements concluded with prospective tenants, the Group undertakes to connect the constructed properties to the utilities necessary for the tenants' operations. In turn, tenants pay for all services related to the use of the facilities, including fees for, among other things, electricity and gas consumption, central heating, cold and hot water, sewage disposal, and waste disposal.

All logistics parks have secured access to utilities adequate to meet the tenants' current demand, and properties purchased by the Group can be connected to utilities of a similar type. However, due to an increase in the demand for utilities, the current capacities may prove insufficient in the future or the projected capacities of new investments may be underestimated. Any resulting shortfall in utility volumes may have a negative impact on Group's operations, financial position or results.

### **4.31. Risks associated with unfavorable ground conditions**

<span id="page-55-2"></span>When purchasing land for new investments, an analysis of the terrain is carried out. However, due to the limited scope of this analysis and the possibility of the occurrence of ground features that are difficult to identify, there may be unforeseen difficulties during the development of the project, which may result in delays and increased costs of site preparation for construction. Adverse ground conditions may result from, among other things, high groundwater levels, instability of lower ground, environmental contamination and archaeological finds. The occurrence of such situations may adversely affect Group's operations and financial performance.

### <span id="page-55-3"></span>**4.32. We may be required to provide a guarantee of payment for construction works under Polish civil law.**

Pursuant to the provisions of the Polish Civil Code, a contractor of construction works commissioned by an investor to carry out a development project may at any time demand from the investor a payment guarantee in the form provided for by the Polish Civil Code, up to the amount of any claim for remuneration under the contract and additional works or works necessary for the performance of the contract accepted in writing by the investor. The right to demand a payment guarantee may not be excluded or limited by a legal act, and a withdrawal from the contract caused by a demand for a payment guarantee shall be ineffective. The request for a guarantee may entail costs for us, and the absence of the requested payment guarantee constitutes an obstacle to the execution of the works for reasons attributable to us. This in turn would entitle the contractor to demand remuneration under the rules specified in the Polish Civil Code, which may increase costs and delay the execution of projects and thus have a negative impact on our operations, financial position, or results.

### **4.33. Risk of liability in the event of delays in completion or damage to leased warehouse space**

<span id="page-56-0"></span>The Group activities include the leasing of warehouse halls in storage and manufacturing centers. In the event that the halls are not completed on time or are damaged, Group may be obligated to pay contractual penalties, and risk tenants withdrawing from their leases or additional claims. In such circumstances, it may be required to make payments in connection with the termination of leases or to settle payments due under such leases. The occurrence of any of the events described above could have a material adverse effect on Group's operations, financial position, or results.

### **4.34. Leases may be subject to termination or non-performance by prospective tenants**

<span id="page-56-1"></span>Prior to the construction of warehouse and manufacturing facilities, the Group enters into certain lease agreements with future tenants. In connection with these agreements, prospective tenants undertake to use the facilities which are going to be constructed in the future, for a fee, from the time agreed in the lease agreement. Such leases may expire or be subject to non-performance, for instance, due to insolvency, loss of creditworthiness or withdrawal by the tenants. The termination or non-performance of lease agreements by existing tenants may lead to the deterioration of Group's tenant portfolio and have a significant negative impact on its operations and results.

### <span id="page-56-2"></span>**4.35. The Group may be required to incur maintenance, renovation and modernization costs, and any failure or inability to undertake such measures could have an adverse effect on its rental income.**

The attractiveness of rental properties in logistics parks depends not only on their location, but also on the condition in which they are kept. In order to maintain the attractiveness and profitability of the properties in the long term, the properties must be kept in good condition and sometimes may need to be upgraded to meet ever-changing market demands. In addition, the Group may be required from time to time to incur costs to undertake various maintenance and modernization measures to meet changing legal, environmental or market requirements, particularly with regard to health and safety requirements and fire protection. Any failure to maintain the properties could also pose a risk to the health and safety of our tenants as well as their employees, which in turn could cause the Group to be liable for any damages.

Maintenance, renovation and modernization measures may also lead to properties remaining vacant, at least temporarily, thereby leading to decreased rental income, especially if such measures take longer than expected.

While the Group anticipates that its properties may only require periodic maintenance for years following completion, the period of time between modernization measures may decrease in the future, due to applicable legal and regulatory requirements or tenants' increasing demand for modern, up-to-date infrastructure. The maintenance or upgrading of these properties will require significant financial expenditure.

If the actual costs of maintaining or upgrading such properties were to exceed the costs anticipated, or if, in the course of maintenance or upgrading work, the existence of latent defects not covered by insurance or a guarantee or warranty for the work performed were to be discovered, or if the Group is unable to increase rental rates in light of the legislation in force at the time or the provisions of the relevant leases, the Group will be forced to incur additional expenditure on the properties. The occurrence of the above-mentioned factors could have a material adverse effect on Group's business, financial condition, or results of operations.

### **4.36. The Group face business risks stemming from central banks' monetary policy decisions**

<span id="page-56-3"></span>The global economy is characterized by volatility, uncertainty and declining growth. Rising inflation as a result of, among other things, supply-chain disruptions and Russia's aggression in Ukraine have prompted the European Central Bank as well as central banks in Poland and Romania to raise interest rate levels. A further rise in interest rates in Europe may increase Group's borrowing costs under the financial liabilities and thus affect its profitability.

### <span id="page-56-4"></span>**4.37. The Group's profitability could suffer if operating, energy, heating and other costs related to the property management and maintenance of our commercial real estate portfolio increase**

In managing and maintaining property holdings, The Group is subject to the risk that operating, energy, heating, insurance and other property maintenance costs could rise and that such costs cannot or can only in part be transferred to tenants. This can be triggered, for example, by the imposition of new and/or higher land taxes and other statutory contributions, changes in laws, regulations, and government measures (including those concerning health and safety as well as environmental protection), a rise in the inflation rate, higher energy prices, an increase in insurance premiums or an increase in maintenance and repair costs or capital expenditure for properties. Each of the aforementioned factors could reduce Group's profitability in the absence of a simultaneous rise in rental income or recharge of utility costs and service charges by tenants, or due to exhausted net rent potential. This in turn could have material adverse effects on Group's business, financial condition, and results of operations.

### <span id="page-57-0"></span>**4.38. Title to some of Group's properties may be challenged or defective. Any impairment or defect in title could have a negative impact on Group's business, financial condition and results of operation**

There is no guarantee that title to any of Group's properties will not be challenged or impaired. Third parties may have valid claims underlying portions of interests, including prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. As a result, Group may be constrained in ability to operate its properties or unable to enforce rights with respect to Group's properties. An impairment to, or defect in, title to Group's properties could have a material adverse effect on its business, financial condition, or results of operations.

### <span id="page-57-1"></span>**4.39. The Group is exposed to the risk of construction defects and defective construction materials**

The Group is exposed to various risks relating to defective construction work or the use or installation of defective construction materials by third-party suppliers or contractors. The construction of new real estate properties involves health, safety and environmental risks. Specifically, building components might contain hazardous substances or the properties could bear other environmental risks. The warranty, guarantee or indemnity protection set forth in contracts with third-party suppliers and contractors, and the arrangements with insurance providers to insure against certain risks may prove to be insufficient or may not adequately protect Group against relevant risks. Furthermore, the Group may not be able to enforce claims in the respective amount, or at all, due to the third-party contractor's or supplier's insolvency, or for other reasons. Significant liabilities may not be identified or may only come to light after the expiry of our warranty, guarantee or indemnity claims. Unexpected levels of expenditure attributable to such construction defects or defective construction materials arising in relation to a development project may adversely affect Group's business, financial position, and results of operation.

### <span id="page-57-2"></span>**4.40. The Group is exposed to risks related to environmental pollution and natural disasters, such as earthquakes, floods and other extreme weather events, including those related to infrastructural development, primarily technical disasters, or the effects of climate change**

The real estate sector is exposed to risks relating to natural disasters and environmental pollutants. This damage could lead to additional costs for us that may not be, in whole or in part, covered by our insurance policies. During construction, there is a risk of water and soil pollution linked to the presence of hydrocarbons, chemicals, and other pollutants. There is also a risk of air pollution due to dust emissions and fine particles. Group's development projects may impact biodiversity due to the loss of vegetation from soil sealing. This could have a negative impact on Group's reputation and increase the risk of litigation. Environmental damage and pollution, whether caused by natural disasters, environmental pollutants or failure of or defects in the technology and equipment used by Group's buildings, or any other factor outside of our control could also prompt a loss of recognitions for certain environmental or health certifications. Any of the foregoing could have material adverse effects on our business, financial condition, and results of operations.

A failure to successfully manage the impacts of climate change may leave properties vulnerable to negative effects of changing climate conditions. Group's properties are increasingly exposed to extreme weather conditions which are becoming more frequent and harsher.

Such actual or threatened climate change related damage could increase the cost of, or make unavailable, insurance on favorable terms. The Group may face increased costs of resources such as water, energy, building materials and techniques due to climate change. Further, The Group may also need to comply with more stringent regulatory requirements and respond to higher stakeholder expectations regarding sustainability.

### <span id="page-57-3"></span>**4.41. The Group may be adversely impacted by environmental, social and governance matters**

In recent years, there has been an increased focus from investors, governmental and nongovernmental entities, and the public on ESG matters, including greenhouse gas emissions, renewable energy, packaging and waste, practices related to sustainable supply chain, energy and water use, diversity, equity and inclusion, human rights and social commitment. A variety of organizations evaluate, and measure the performance of, companies on such ESG matters, and the results of these assessments are widely publicized. If Group's ESG practices do not meet investor, tenant, or employee expectations, which continue to evolve, our brand, reputation, and tenant and employee retention may be negatively impacted.

The execution of ESG strategies to achieve goals, commitments, and targets are subject to risks and uncertainties, many of which may be outside of control and prove to be more costly than Group anticipate.

These risks and uncertainties include ability to achieve goals, commitments, and targets within the currently projected costs and the expected timeframes; unforeseen operational and technological difficulties; the outcome of research efforts and future technology developments; and the success of collaborations with third parties. It is possible that stakeholders may not be satisfied with ESG reporting, ESG practices or speed of adoption.

The Group could also incur additional costs and devote additional resources to monitor, report, and implement various ESG practices. Any failure, or perceived failure, to achieve ESG goals, commitments, and targets could damage Group's reputation and tenant, investor and other stakeholder relationships, and may even result in regulatory enforcement action.

### **4.42. The Group may become involved in disputes in relation to property rights**

<span id="page-58-0"></span>Certain acquisitions or sales of property may be rendered void under applicable local law provisions as a result of insolvency, fraud, lack of consideration, gross undervaluation, avoidance of creditors, defrauding of creditors or as a result of other technical requirements in the conveyance of property. Further, there may be a risk of legal disputes with neighboring landowners, architects, project managers and suppliers, with respect to Group's refurbishment/construction projects. In addition, there can be no assurance that all permits necessary to legally own, develop or operate the properties have been obtained in compliance with all applicable laws. While the Group conduct detailed due diligence to identify any issues related to such permits and take all steps necessary to remedy any defects, there can be no assurance that this can be achieved on time and that regulators will not impose the suspension of the relevant properties' operation. If ownership interests over property or permits are successfully challenged, this could have a material adverse effect on Group's business, prospects, results of current and future operations, as well as financial condition.

### **4.43. Risks Related to Regulatory, Legal, and Tax Matters**

<span id="page-58-1"></span>In the event that contract clauses prove to be invalid, the use of standardized contracts could lead to claims against the Group from numerous contracts to a loss of receivables, or to increases expenses.

The Group uses standardized contracts in the ordinary course of business in contractual relationships with a large number of parties, in particular with tenants. A lack of clarity or any errors in these model contracts could therefore impact numerous contractual relationships. Changes in the legal environment affecting existing contracts could also impact numerous contractual relationships. Moreover, contracts seemingly signed as individual agreements could be considered general terms and conditions of business and, if violations of the applicable regulations were to occur, could be invalid or eligible for termination. Such developments could result in Group being forced to bear costs or could subject to large claims or cause us to suffer a loss of receivables.

### <span id="page-58-2"></span>**4.44. Real estate properties may be in violation of building codes and environmental regulations**

Group's business is exposed to the risk of non-compliance with building codes or environmental regulations. There can be no assurance that all building codes or environmental regulation were, or are, complied with for all of our real estate properties. The Group may acquire real estate properties that are, at the time of the acquisition, not in compliance with environmental regulations, which remain undiscovered during the acquisition process. There can be no assurance that landlord responsibilities relating to environmental regulations, including, among others, environmental protection and energy efficiency, will not be amended or tightened in the future. Any measures utilized to adapt to future regulations could require capital-intensive modernization measures, which, in turn, may depend on the grant of building permits, issued by relevant building authorities. Subsequently, the Group may not comply with applicable building codes or environmental regulations and ultimately be in violation thereof.

### **4.45. Risks related to legal proceedings**

<span id="page-58-3"></span>In the ordinary course of its business, the Group may, from time to time, become involved in various claims, lawsuits, investigations, arbitration or administrative proceedings, which may involve substantial claims for damages or other payments. Such lawsuits, investigations or proceedings may arise, in particular, from relationships with investors, tenants, employees, building contractors and other contractual counterparties as well as public authorities, including tax authorities. Adverse judgments or determinations in such lawsuits, investigations or proceedings may require the Group to change the way we do business or use substantial resources in adhering to settlements or pay fines or other penalties. In addition, the costs related to such proceedings may be significant and, even if there is a positive outcome, we may still have to bear part or all of advisory and other costs to the extent they are not reimbursable by other parties.

### <span id="page-59-0"></span>**4.46. The Group may be able to incur substantially more debt in the future. This could further exacerbate the risks associated with its leverage**

Subject to the restrictions in senior secured loan facilities, the Bonds, and other outstanding debt, the Group may be able to incur substantial additional debt in the future, some of which could also be secured. In addition, the senior secured loan facilities do not, and the Indenture will not, prohibit the Group from incurring additional debt, including secured debt, or from repurchasing the Notes.

To the extent that the Group incurs additional debt or such other obligations, the risk associated with its debt described above, including possible inability to service debt, will increase.

Furthermore, subject to compliance with the terms of the Notes, additional debt that the Group incurs may be guaranteed by one or more of our subsidiaries or secured, with the result being that the Notes may be structurally or effectively subordinated to such additional debt. Accordingly, in any insolvency, the creditors under such structurally or effectively senior debt will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer, as such subsidiary's direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

### <span id="page-59-1"></span>**4.47. The Group's ability to generate cash depends on many factors beyond its control, and the Group may not be able to generate cash required to service its debt**

The Group's ability to make scheduled payments to meet its other debt service obligations or to refinance its debt depends on its future operating and financial performance and ability to generate cash. The Issuer is dependent upon the cash flow from its operating subsidiaries in the form of dividends or other distributions or payments to meet its obligations, including the obligations under the Notes.

The operating performance and financial condition of such operating subsidiaries and the ability of such subsidiaries to provide funds to the Issuer will be affected by Group's ability to successfully implement its business strategy, as well as general economic, financial, competitive, regulatory, technical and other factors beyond its control. The operating subsidiaries may not generate enough income and cash flow sufficient to enable the Group to meet its payment obligations under the Notes.

If the Group cannot generate sufficient cash to meet its debt service obligations, including the Notes, or fund our other business needs, the Group may, among other things, need to refinance all or a portion of its debt, including the Notes, obtain additional financing, delay planned acquisitions, capital expenditures and capital allocation or sell assets.

### <span id="page-59-2"></span>**4.48. Restrictions imposed by the Notes, the senior secured loan facilities and certain of our other debt agreements limit or will limit Group's ability to take certain actions**

The senior secured loan facilities, the Existing Polish Bonds and other outstanding debt agreements limit, and the Indenture will limit, Group's flexibility to operate its business and engage in transactions that might otherwise be beneficial to the Group. For example, certain of these agreements restrict the Issuer's ability to, among other things:

- borrow money;
- create certain liens;
- make certain payments;
- make certain asset dispositions;
- guarantee indebtedness;
- or merge, consolidate or sell, lease or transfer all or substantially all of our assets.

All of these limitations currently are and will be subject to significant exceptions and qualifications. The Group's senior secured loans and existing Polish bonds also require that certain financial ratios be met and certain financial covenants be observed. For example, the Issuer is required to maintain a minimum capital ratio of 35% under the Existing Polish Bonds.

Furthermore, borrowers certain of Group's senior secured loan facilities are required to maintain a minimum DSCR of 1.2. The Group's ability to comply with these covenants and ratios and to meet these tests is dependent on its future performance, which will be subject to many factors, some of which are beyond the Group's control, including prevailing economic conditions. Group's failure to comply with these obligations could lead to a default under the senior secured loan facilities or the Existing Polish Bonds unless Group can obtain waivers or consents in respect of any breaches of these obligations under these credit facilities. The operating and financial restrictions and covenants in the senior

secured loan facilities, the Existing Polish Bonds, the Indenture and certain of Group's other debt agreements may adversely affect ability to finance its future operations or capital needs or engage in other business activities that may be in its interest. In addition to limiting Group's flexibility in operating its business, a breach of the covenants in the senior secured loan facilities, the Notes or the inability to comply with the required financial ratios could cause a default under the terms of each of those agreements, causing all the debt under those agreements to be accelerated. If any of the Group's debt is accelerated, Group may not have sufficient funds available to repay such debt, which could materially and negatively affect its financial condition and results of operation and, consequently, its ability to service, or otherwise make payments on, the Notes.

### <span id="page-60-0"></span>**4.49. Certain covenants may be suspended upon the occurrence of a change in the Group's ratings**

The terms of the Green Bond will provide that if, at any time following the date of the issuance date, the Issuer receives any two of the following ratings (a) Baa3 or higher by Moody's, (b) BBB- or higher from S&P or (c) BBB- or higher from Fitch, and no Default or Event of Default has occurred and is continuing, then, beginning on that day, certain covenants will cease to be applicable to the Notes. Please see "*Description of the Notes— Suspension of certain covenants when Notes rated investment grade*."

If these covenants were to cease to be applicable, the Group would be able to incur additional indebtedness or make payments, including dividends or investments, which may conflict with the interests of holders of the Notes.

### <span id="page-60-1"></span>**4.50. Capital management**

The primary objective of the Group's capital management is to drive operational growth and enhance value by implementing prudent capital management strategies and maintaining secure equity ratios that support the Group's operations and maximise shareholder value.

Capital corresponds to the equity presented in the consolidated statement of financial position.

The Management Board seeks to secure a strong capital structure to maintain the trust and confidence of investors, lenders and the broad market, and to maintain the Group's further growth.

The Management Board analyses the equity ratio, which is defined as total equity divided by total assets. In accordance with the terms and conditions of the Series C, Series D, Series E and Series F bonds, the equity ratio may not be less than 35%.

The Management Board monitors return on capital, defined as operating profit divided by equity (the sum total of share capital and share premium), excluding non-redeemable preferred shares and non-controlling interests. The Management Board also monitors the level of dividends to ordinary shareholders.

The Group monitors its capital position using the leverage ratio, calculated as the ratio of gross debt, net of cash and deposits, to the value of property investments. The Group's long-term strategy is to maintain the LTV (loan-to-value ratio) at no more than 40%.

There were no changes in the Group's approach to capital management during the reporting period.

Neither the Parent nor any of its subsidiaries is subject to external capital requirements.

### <span id="page-60-2"></span>**5. Segment reporting**

The primary and sole business activity of the Group is construction and management of logistics space. The Group's revenue is derived from renting of own property and from property revaluation. None of the customers' accounts for 10% or more of the Group's revenue.

Investment property comprises properties generating rental income (existing buildings), construction in progress, land for development, and perpetual usufruct of land.

The Group's focus is on the warehousing sector.

The Group operates in Poland, and abroad: since April 2017 in Germany, since October 2017 in Romania, and since October 2020 in Austria. Locations of the Group's assets coincide with the location of its customers. Operating segments are the same as the Group's geographical segments.

As at 31 December 2024 and in the reporting period then ended the Group had four geographical segments – Poland, Germany, Romania and Austria.

The Management Board is the chief operating decision-maker within the Group.

### A segment's profitability is measured by operating profit.

#### *Operating segments:*

| for the year ended 31 December                       |           |          |         | 2024    |                              |           |
|------------------------------------------------------|-----------|----------|---------|---------|------------------------------|-----------|
|                                                      | Poland    | Germany  | Romania | Austria | Intersegment<br>eliminations | Total     |
| Revenue                                              |           |          |         |         |                              |           |
| Rental income                                        | 181,663   | 25,341   | 7,798   | -       | -                            | 214,802   |
| Revenue from property<br>management services         | 149,239   | 9,104    | 3,039   | 24      | (3,787)                      | 157,619   |
| Gain/(loss) on revaluation of<br>investment property | 112,648   | 205,903  | 5,570   | 35,092  | 163                          | 359,376   |
| Segment's total revenue                              | 443,550   | 240,348  | 16,407  | 35,116  | (3,624)                      | 731,797   |
| Operating expenses                                   | (166,729) | (18,183) | (4,293) | (4,938) | 3,624                        | (190,519) |
| Segment's operating profit/(loss)                    | 276,821   | 222,165  | 12,114  | 30,178  | -                            | 541,278   |
| Segment's other income/(expense)                     | (2,239)   | 3,974    | (17)    | -       | -                            | 1,718     |
| Profit/(loss) before tax and net<br>finance costs    | 274,582   | 226,139  | 12,097  | 30,178  | -                            | 542,996   |
| Net finance income/(costs)                           | (60,078)  | (17,988) | (1,748) | (80)    | (8,563)                      | (88,457)  |
| Profit/(loss) before tax                             | 214,504   | 208,151  | 10,349  | 30,098  | (8,563)                      | 454,539   |
| Income tax                                           | (40,589)  | (33,614) | (1,525) | (6,624) | -                            | (82,352)  |
| Net profit/(loss)                                    | 173,915   | 174,537  | 8,824   | 23,474  | (8,563)                      | 372,187   |

The above data includes reconciliation of the segments' financial results with consolidated net profit for the year ended 31 December 2024, which was PLN 372,187 thousand.

| for the year ended 31 December                       |           |          |         | 2023    |                              |           |
|------------------------------------------------------|-----------|----------|---------|---------|------------------------------|-----------|
|                                                      | Poland    | Germany  | Romania | Austria | Intersegment<br>eliminations | Total     |
| Revenue                                              |           |          |         |         |                              |           |
| Rental income                                        | 172,128   | 24,774   | 3,972   | -       | -                            | 200,874   |
| Revenue from property<br>management services         | 145,431   | 12,175   | 2,416   | 256     | (392)                        | 159,886   |
| Gain/(loss) on revaluation of<br>investment property | (212,478) | (46,755) | 2,045   | (461)   | (31)                         | (257,680) |
| Segment's total revenue                              | 105,081   | (9,806)  | 8,433   | (205)   | (423)                        | 103,080   |
| Segment's operating profit/(loss)                    | (37,049)  | (34,214) | 4,843   | (1,987) | -                            | (68,407)  |
| Segment's other income/(expense)                     | (6,511)   | (4,749)  | -       | -       | -                            | (11,260)  |
| Profit/(loss) before tax and net<br>finance costs    | (43,560)  | (38,963) | 4,843   | (1,987) | -                            | (79,667)  |
| Net finance income/(costs)                           | 42,988    | (15,802) | (2,222) | (4)     | (6,119)                      | 18,841    |
| Profit/(loss) before tax                             | (572)     | (54,765) | 2,621   | (1,991) | (6,119)                      | (60,826)  |
| Income tax                                           | 2,036     | 6,843    | (634)   | 523     | -                            | 8,768     |
| Net profit/(loss)                                    | 1,464     | (47,922) | 1,987   | (1,468) | (6,119)                      | (52,058)  |

The above data includes reconciliation of the segments' financial results with consolidated net loss for the year ended 31 December 2023, which was PLN 52,058 thousand.

| as at 31 December            |           | 2024    |         |         |                              |           |
|------------------------------|-----------|---------|---------|---------|------------------------------|-----------|
|                              | Poland    | Germany | Romania | Austria | Intersegment<br>eliminations | Total     |
| Assets and liabilities       |           |         |         |         |                              |           |
| Segment's assets             | 5,733,744 | 958,434 | 133,676 | 337,148 | (693,005)                    | 6,469,997 |
| Total assets                 | 5,733,744 | 958,434 | 133,676 | 337,148 | (693,005)                    | 6,469,997 |
| Segment's liabilities        | 3,311,653 | 668,009 | 114,072 | 314,301 | (684,224)                    | 3,723,811 |
| Equity                       | 2,422,091 | 290,425 | 19,604  | 22,847  | (8,781)                      | 2,746,186 |
| Total equity and liabilities | 5,733,744 | 958,434 | 133,676 | 337,148 | (693,005)                    | 6,469,997 |
| Expenditure on<br>property   | 348,912   | 39,423  | 12,294  | 185,222 | -                            | 585,851   |

| as at 31 December                               | 2023      |         |         |         |                              |           |
|-------------------------------------------------|-----------|---------|---------|---------|------------------------------|-----------|
|                                                 | Poland    | Germany | Romania | Austria | Intersegment<br>eliminations | Total     |
| Assets and liabilities                          |           |         |         |         |                              |           |
| Segment's assets                                | 4,549,246 | 645,890 | 125,076 | 101,790 | (332,374)                    | 5,089,628 |
| Total assets                                    | 4,549,246 | 645,890 | 125,076 | 101,790 | (332,374)                    | 5,089,628 |
| Segment's liabilities                           | 2,288,048 | 529,231 | 110,617 | 92,162  | (326,058)                    | 2,694,000 |
| Equity                                          | 2,261,198 | 116,659 | 14,459  | 9,628   | (6,316)                      | 2,395,628 |
| Total equity and liabilities                    | 4,549,246 | 645,890 | 125,076 | 101,790 | (332,374)                    | 5,089,628 |
| Expenditure on<br>property                      | 315,015   | 57,840  | 34,565  | 1       | -                            | 407,421   |
| Revaluation of<br>perpetual usufruct<br>of land | 16,741    | -       | -       | -       | -                            | 16,741    |

Intersegment eliminations concern intra-Group loans advanced by the Group's Polish companies to the companies in Germany, Romania and Austria, as well as intra-Group services.

#### <span id="page-62-0"></span>**6. Revenue**

|               | for the year ended 31 December | 2024    | 2023    |
|---------------|--------------------------------|---------|---------|
| Rental income |                                | 214,802 | 200,874 |
| Rental income |                                | 214,802 | 200,874 |

Rental income increased by 7% in the 12 months ended 31 December 2024 relative to corresponding period in 2023. Rent in contracts entered into by the Group companies is either stated or denominated in euros. Therefore, excluding the effect of foreign exchange losses, revenue in the euro grew by 13% in the 12 months ended 31 December 2024 compared to the same period in 2023.

Converted at a constant exchange rate (the same as for the 12 months ended 31 December 2023), rental income for the 12 months ended 31 December 2024 would amount to PLN 225,991 thousand.

The Group companies' rental income does not exhibit seasonal fluctuations.

The Group's principal business activity is leasing properties to tenants, with the Group acting as the lessor. The Group has entered into lease contracts for properties within its portfolio. Lease contracts under which the Group does not transfer substantially all risks and rewards of ownership of the leased assets are classified as operating leases.

The Group recognises rental income on a straight-line basis over the lease term, in accordance with IFRS 16 *Leases*, reflecting the average rent over the lease duration.

Commercial property lease contracts typically include clauses permitting periodic increases in rental charges based on the European Consumer Price Index.

| for the year ended 31 December            | 2024    | 2023    |
|-------------------------------------------|---------|---------|
| Recharge of service charges               | 76,173  | 67,687  |
| Recharge of utility costs                 | 78,532  | 88,598  |
| Rental income from residential units      | 60      | 58      |
| Services provided to tenants              | 2,099   | 2,940   |
| Other revenue                             | 755     | 603     |
| Revenue from property management services | 157,619 | 159,886 |

The Group also generates revenue from property management services.

This revenue consists of charges paid by tenants of the Group's investment properties to cover the costs of services provided by the Group in connection with their leases. Service charges are invoiced monthly, based on a rate agreed upon in the contract, reflecting the best estimate for each project. Additionally, the Group earns income by recharging utility costs to tenants, which are recharged based on actual consumption. Such income is recognised in accordance with IFRS 15.

The Group recognises revenue from property management services primarily as revenue from acting as a principal. This means that for the purposes of financial statements, such costs are recognised on a gross basis since the Group acts as a principal that controls goods or services before they are transferred to the customer.

In the operations of the Group companies, the primary costs of property management services, and therefore the revenue from these services, do not exhibit seasonality, with the exception of the cost of purchased gas (and, consequently, income from recharging utility costs). Gas is used by the Group's tenants mainly in the heating season.

### <span id="page-63-0"></span>**7. Other income**

| for the year ended 31 December                       | 2024  | 2023  |
|------------------------------------------------------|-------|-------|
| Reimbursement of court fees                          | 12    | -     |
| Reversal of allowances for receivables               | -     | 63    |
| Past due liabilities written off                     | -     | 361   |
| Compensation received                                | 519   | 801   |
| Other                                                | 830   | 670   |
| Gain on disposal of non-current non-financial assets | 3,905 | 19    |
| Reversal of provision for future costs               | 51    | 226   |
| Other income                                         | 5,317 | 2,140 |

### <span id="page-64-0"></span>**8. Other expenses**

| for the year ended 31 December                                                         | 2024    | 2023     |
|----------------------------------------------------------------------------------------|---------|----------|
| Loss on disposal of non-current non-financial assets                                   | -       | (44)     |
| Perpetual usufruct charge for previous years                                           | (338)   | -        |
| Costs of donations                                                                     | (16)    | (29)     |
| Contribution to electricity producers and traders fund under Act of 27<br>October 2022 | -       | (6,640)  |
| Costs covered by insurance policies                                                    | (59)    | (46)     |
| Other                                                                                  | (233)   | (851)    |
| Investment site acquisition costs                                                      | (2,112) | (5,645)  |
| Written-off statute-barred receivables                                                 | (124)   | (132)    |
| Damages and contractual penalties                                                      | (717)   | (13)     |
| Other expenses                                                                         | (3,599) | (13,400) |

### <span id="page-64-1"></span>**9. Distribution costs and administrative expenses**

|                                                | for the year ended 31 December | 2024      | 2023      |
|------------------------------------------------|--------------------------------|-----------|-----------|
| Depreciation and amortisation                  |                                | (1,913)   | (678)     |
| Materials and consumables used                 |                                | (72,467)  | (75,669)  |
| Services                                       |                                | (52,699)  | (42,407)  |
| Taxes and charges                              |                                | (42,546)  | (37,664)  |
| Wages and salaries                             |                                | (14,386)  | (9,767)   |
| Social security and other employee benefits    |                                | (2,615)   | (2,064)   |
| Other expenses by nature                       |                                | (3,887)   | (3,206)   |
| Cost of merchandise and materials sold         |                                | (6)       | (32)      |
| Distribution costs and administrative expenses |                                | (190,519) | (171,487) |

In 2024, distribution costs and administrative expenses were PLN 190,519 thousand, up 11% year on year. They grew faster than revenue from property management services. Distribution costs and administrative expenses include mainly: (i) costs of consumables and energy used, (ii) services, (iii) taxes and charges. The costs of consumables and energy used include the cost of utilities that are recharged to tenants. The main components of taxes and charges are property tax and usufruct charges, which are also recharged to tenants. Services include two cost groups: (i) property maintenance services, recharged to tenants, (ii) and services recognised as administrative expenses.

| for the year ended 31 December                                         | 2024      | 2023      |
|------------------------------------------------------------------------|-----------|-----------|
| Cost of maintenance of property generating rental income               | (66,755)  | (57,848)  |
| Cost of maintenance of property other than generating rental<br>income | (6,604)   | (4,026)   |
| Utilities                                                              | (70,422)  | (74,161)  |
| Other recharged costs                                                  | (48)      | (219)     |
| Costs of self-provided property management services                    | (143,829) | (136,254) |
| Depreciation and amortisation                                          | (1,041)   | (678)     |
| Selling, general and administrative expenses                           | (45,649)  | (34,555)  |
| Distribution costs and administrative expenses                         | (190,519) | (171,487) |

The higher costs of maintenance of property, including property generating income and other property, were due mainly to an increase in property tax rates and in the volumes of buildings and land based on which property tax is calculated.

The increase in selling, general and administrative expenses was mainly attributable to the creation of a provision for variable remuneration of the Management Board (financial targets were not met for 2023 and no provision was recognised), as well as an increase in salaries and wages and service fees.

### <span id="page-65-0"></span>**10. Finance income and costs**

| for the year ended 31 December                                                     | 2024   | 2023    |
|------------------------------------------------------------------------------------|--------|---------|
| Interest on loans advanced                                                         | 730    | 771     |
| Ineffective portion of measurement gains and losses on cash flow hedge instruments | 492    | -       |
| Interest on bank deposits                                                          | 7,013  | 8,231   |
| Measurement of borrowings at amortised cost                                        | 7,183  | -       |
| Net exchange differences                                                           | 24,580 | 91,167  |
| Other interest                                                                     | -      | 300     |
| Interest on receivables                                                            | 5      | 4       |
| Total finance income                                                               | 40,003 | 100,473 |

| for the year ended 31 December                                                     | 2024      | 2023     |
|------------------------------------------------------------------------------------|-----------|----------|
| Interest on borrowings*                                                            | (84,640)  | (49,139) |
| Income from fixed-rate hedging derivatives*                                        | 23,396    | -        |
| Other interest                                                                     | (2,690)   | (445)    |
| Interest paid on swap contracts                                                    | (2,542)   | -        |
| Ineffective portion of measurement gains and losses on cash flow hedge instruments | (20)      | (145)    |
| Interest on bonds                                                                  | (52,271)  | (25,699) |
| Other finance costs                                                                | (2,348)   | (1,231)  |
| Debt service costs                                                                 | (7,345)   | (4,973)  |
| Total finance costs                                                                | (128,460) | (81,632) |

*\* In the financial statements for the 12 months ended 31 December 2023, the amount disclosed as interest expense on borrowings was offset against income from fixed-rate hedging derivatives.* 

Foreign exchange gains and losses are mainly attributable to the effect of measurement of liabilities under EURdenominated borrowings at the end of the reporting period. In the period from 31 December 2023 to 31 December 2024, the Polish currency depreciated by PLN 0.75, or 1.76%. As a result of the appreciation of the złoty against the euro, foreign exchange gains of PLN 24,580 thousand were recognised, which had an effect on the Group's net finance income/(costs).

#### <span id="page-66-0"></span>**11. Income tax**

In accordance with Polish laws, in 2024 and 2023, consolidated entities calculated their corporate income tax liabilities at 9% or 19% of taxable income. The lower tax rate was applicable to small taxpayers.

The following tax rates were applied in 2024 and 2023 by the Group's foreign operations to calculate current income tax liabilities: in Germany: 15.825%, in Romania: 16%, and in Austria: 23%.

| for the year ended 31 December                                                                                                                                            | 2024     | 2023     |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|----------|
|                                                                                                                                                                           |          |          |
| Current income tax                                                                                                                                                        | 15,821   | 16,905   |
| Temporary differences/reversal of temporary differences                                                                                                                   | 66,532   | (25,673) |
| Income tax                                                                                                                                                                | 82,353   | (8,768)  |
| Effective tax rate                                                                                                                                                        |          |          |
| for the year ended 31 December                                                                                                                                            | 2024     | 2023     |
| Profit/(loss) before tax                                                                                                                                                  | 454,539  | (60,826) |
| Tax at the applicable tax rate (19%)                                                                                                                                      | (86,362) | 11,557   |
| Excess of commercial property tax over income tax                                                                                                                         | (1,077)  | (625)    |
| Difference due to income tax rate change from 19% to 9%                                                                                                                   | 5,894    | 8,632    |
| Differences in income tax for previous years recognised in the separate financial<br>statements after the issue of the consolidated financial statements for a given year | 118      | 422      |
| Difference due to different rates of tax paid by the Austrian company                                                                                                     | (1,148)  | 77       |
| Non-taxable income                                                                                                                                                        | 119      | (311)    |
| Difference due to different rates of tax paid by the German and Romanian companies                                                                                        | 7,310    | (332)    |
| Unrecognised asset for tax loss                                                                                                                                           | 1,301    | (2,063)  |
| Write off of unused deferred tax asset for tax loss                                                                                                                       | (307)    | (182)    |
| Expenses not deductible for tax purposes                                                                                                                                  | (8,201)  | (8,407)  |
| Income tax                                                                                                                                                                | (82,353) | 8,768    |

Tax laws relating to value added tax, corporate and personal income tax, and social security contributions are frequently amended. Therefore, it is often the case that no reference can be made to established regulations or legal precedents. The laws tend to be unclear, thus leading to differences in opinions as to legal interpretation of fiscal regulations, both between different state authorities and between state authorities and businesses. Tax and other settlements (customs duties or foreign exchange settlements) may be inspected by authorities empowered to impose significant penalties, and any additional amounts assessed following an inspection must be paid with interest. Consequently, tax risk in Poland is higher than in countries with more mature tax systems.

The Group also operates in Romania, Germany, and Austria. Especially in Romania, the tax laws have undergone significant changes in recent years.

The frequent changes to tax laws are also attributable to the adoption of new regulations required by the EU law in the countries where the Group operates and commitments made by OECD member countries.

Tax settlements may be subject to inspection for five years from the end of the following tax year. As a result, the amounts disclosed in the financial statements may change at a later date, once their final amount is determined by the tax authorities.

The Global Minimum Tax (Pillar 2) framework will apply to groups of companies with consolidated annual revenues of at least EUR 750 million. Accordingly, the Group is not subject to these regulations. As of 1 January 2024, the minimum corporate income tax provisions, previously suspended, took effect again. The Group calculated the tax for the 12 months ended 31 December 2024 and did not identify any material effect on its current tax amount.

### **12. Property, plant and equipment**

<span id="page-67-0"></span>

|                                                                   | Buildings and<br>structures | Plant and<br>equipment | Vehicles | Other<br>property, plant<br>and equipment | Property, plant and<br>equipment under<br>construction | Total   |
|-------------------------------------------------------------------|-----------------------------|------------------------|----------|-------------------------------------------|--------------------------------------------------------|---------|
| Gross carrying amount as at 31 December<br>2023                   | 3,382                       | 6,248                  | 928      | 53                                        | 17,205                                                 | 27,816  |
| Increase                                                          | 31                          | 7,083                  | 886      | 31                                        | -                                                      | 8,031   |
| Acquisition                                                       | 31                          | 2,113                  | 190      | -                                         |                                                        | 2,334   |
| Transfer from property, plant and<br>equipment under construction | -                           | 4,992                  | -        | 31                                        | -                                                      | 5,023   |
| Lease                                                             | -                           | -                      | 698      | -                                         | -                                                      | 698     |
| Exchange differences on translation of<br>foreign operations      | -                           | (22)                   | (2)      | -                                         | -                                                      | (24)    |
| Decrease                                                          | -                           | (77)                   | (128)    | -                                         | (5,023)                                                | (5,228) |
| Transfer to property, plant and equipment                         | -                           | -                      | -        | -                                         | (5,023)                                                | (5,023) |
| Retirement                                                        | -                           | -                      | (128)    | -                                         | -                                                      | (128)   |
| Gross carrying amount as at 31 December<br>2024                   | 3,413                       | 13,254                 | 1,686    | 84                                        | 12,182                                                 | 30,619  |

|                                                              | Buildings and<br>structures | Plant and<br>equipment | Vehicles | Other property,<br>plant and<br>equipment | Property, plant and equipment<br>under construction | Total  |
|--------------------------------------------------------------|-----------------------------|------------------------|----------|-------------------------------------------|-----------------------------------------------------|--------|
| Accumulated depreciation as at 31<br>December 2023           | 1,914                       | 1,065                  | 109      | 45                                        | -                                                   | 3,133  |
| Increase                                                     | 81                          | 642                    | 363      | 14                                        | -                                                   | 1,100  |
| Depreciation and amortisation                                | 81                          | 642                    | 363      | 14                                        | -                                                   | 1,100  |
| Exchange differences on translation of<br>foreign operations | -                           | -                      | -        | -                                         | -                                                   | -      |
| Decrease                                                     | -                           | 50                     | (55)     | -                                         | -                                                   | (5)    |
| Retirement                                                   | -                           | -                      | -        | -                                         | -                                                   | -      |
| Sale                                                         | -                           | -                      | (42)     | -                                         | -                                                   | (42)   |
| Exchange differences on translation of<br>foreign operations | -                           | 50                     | (13)     |                                           | -                                                   | 37     |
|                                                              |                             |                        |          |                                           | -                                                   | -      |
| Accumulated depreciation as at 31<br>December 2024           | 1,995                       | 1,757                  | 417      | 59                                        | -                                                   | 4,228  |
| Net carrying amount as at 31 December 2023                   | 1,468                       | 5,183                  | 819      | 8                                         | 17,205                                              | 24,683 |
| Net carrying amount as at 31 December 2024                   | 1,418                       | 11,497                 | 1,269    | 25                                        | 12,182                                              | 26,391 |

The Group's plant and equipment include mainly solar photovoltaic systems on rooftops of the logistics parks.

Capital expenditure on property, plant and equipment under construction primarily includes amounts spent on the construction of new rooftop systems at the logistics parks in Poland and abroad.

### <span id="page-69-0"></span>**13. Investment property**

| as at 31 December                                            | 2024      | 2023      |
|--------------------------------------------------------------|-----------|-----------|
| Carrying amount at beginning<br>of period                    | 4,541,505 | 4,432,975 |
| Purchase of land                                             | 104,333   | 107,990   |
| Expenditure on property                                      | 583,851   | 299,431   |
| Revaluation of perpetual usufruct of land                    | (1,271)   | 16,741    |
| Exchange differences on translation of foreign<br>operations | (15,766)  | (57,952)  |
| Change in fair value                                         | 359,337   | (257,680) |
| Other                                                        | (24,415)  | -         |
| Carrying amount at end of<br>period                          | 5,549,613 | 4,541,505 |

Investment property comprises existing warehouse and office buildings, warehouse and office buildings under construction, and land for development. Rental income from lease of warehouse space is the key source of the Group's revenue. Investment property as at 31 December 2024 included a perpetual usufruct asset measured at PLN 56,240 thousand (PLN 58,382 thousand as at 31 December 2023).

**Change during 2024 in the value of assets recognised as investment property in accordance with IFRS 16**

| As at 1 January 2024 | Increase | Decrease (depreciation) | As at 31 December<br>2024 |
|----------------------|----------|-------------------------|---------------------------|
| 58,382               | 996      | (3,138)                 | 56,240                    |

| As at 1 January 2023 | Increase | Decrease (depreciation) | As at 31 December<br>2023 |
|----------------------|----------|-------------------------|---------------------------|
| 42,280               | 16,741   | (639)                   | 58,382                    |

In the period from 31 December 2023 to 31 December 2024, the carrying amount of investment property increased by PLN 1,008,108 thousand.

Factors contributing to the change:

1. increase of PLN 1,109,461 thousand in the fair value of the property portfolio as at 31 December 2024 (including PLN 664,494 thousand fair value change corresponding to the amount of expenditure incurred in the reporting period, and PLN 422,674 thousand change in excess of the expenditure amount),

2. foreign exchange losses of PLN 76,918 thousand on the translation of the property portfolio (including PLN 15,766 thousand attributable to the foreign portfolio and PLN 61,152 thousand attributable to the Polish portfolio),

3. decrease of PLN 2,142 thousand in the value of the perpetual usufruct right.

Litigation concerning revision of the perpetual usufruct charge rate for some of the land used by MLP Pruszków I, MLP Pruszków II, MLP Pruszków III continued in 2024. As at the date of issue of this report, the Management Board of MLP Group S.A. estimated, where appropriate, a provision for the perpetual usufruct charge rate revision from 2022 onwards. The amount determined by the court may be different and may affect the carrying amount of investment property and finance lease liabilities. For a description of disputes, see Note 30.

The value of assets and liabilities relating to perpetual usufruct of land was revised based on the amount used to calculate the provision.

Litigation concerning revision of the perpetual usufruct charge rate for some of the land used by MLP Pruszków I, MLP Pruszków II, MLP Pruszków III continued in 2024. As at the date of issue of this report, the Management Board of MLP Group S.A. estimated, where appropriate, a provision for the perpetual usufruct charge rate revision from 2022 onwards. The amount determined by the court may be different and may affect the carrying amount of investment property and finance lease liabilities. For a description of disputes, see Note 30.

The value of assets and liabilities relating to perpetual usufruct of land was revised based on the amount used to calculate the provision.

#### *Investment property by country*

|                                        | as at 31 December |           |
|----------------------------------------|-------------------|-----------|
|                                        | 2024              | 2023      |
| Poland                                 | 4,212,242         | 3,779,936 |
| Fair value of property                 | 4,156,002         | 3,721,554 |
| Perpetual usufruct of land*            | 56,240            | 58,382    |
| Germany                                | 889,728           | 548,457   |
| Fair value of property                 | 889,728           | 548,457   |
| Austria                                | 319,620           | 101,308   |
| Fair value of property                 | 319,620           | 101,308   |
| Romania                                | 128,023           | 111,804   |
| Fair value of property                 | 128,023           | 111,804   |
| Gross carrying amount at end of period | 5,549,613         | 4,541,505 |

\* Perpetual usufruct of land is recognised as finance lease in accordance with IFRS 16.

#### *Fair value of properties by country and property type as at 31 December 2024*

|         | Existing<br>buildings | Construction<br>in progress | Pipeline<br>portfolio | Landbank | Perpetual usufruct<br>of land |
|---------|-----------------------|-----------------------------|-----------------------|----------|-------------------------------|
| Poland  | 3,577,510             | 191,670                     | 248,270               | 138,552  | 56,240                        |
| Germany | 499,860               | 79,051                      | 242,449               | 68,368   | -                             |
| Austria | -                     | 319,620                     | -                     | -        | -                             |
| Romania | 95,168                | -                           | 19,925                | 12,930   | -                             |
| TOTAL   | 4,172,538             | 590,341                     | 510,644               | 219,850  | 56,240                        |

#### *Fair value of properties by country and property type as at 31 December 2023*

|         | Existing<br>buildings | Construction in<br>progress | Pipeline<br>portfolio** | Landbank** | Perpetual usufruct<br>of land |
|---------|-----------------------|-----------------------------|-------------------------|------------|-------------------------------|
| Poland  | 3,204,407             | 248,314                     | 91,982                  | 128,153    | 58,382                        |
| Germany | 475,236               | -                           | 96,960                  | 24,958     | -                             |
| Austria | -                     | -                           | -                       | 101,308    | -                             |
| Romania | 54,250                | 36,054                      | -                       | 21,501     | -                             |
| TOTAL   | 3,733,893             | 284,368                     | 188,942                 | 275,920    | 58,382                        |

\*\* In the consolidated financial statements for the 12 months ended 31 December 2023, the pipeline portfolio and landbank were disclosed together as landbank.

### <span id="page-70-0"></span>**13.1. Fair value of the Group's investment property**

The fair value of investment property was calculated based on expert reports issued by independent expert appraisers, with recognised professional qualifications and with experience in investment property valuation (based on inputs that are not directly observable – Level 3).

Property valuations have been prepared in accordance with the Royal Institution of Chartered Surveyors (RICS) Standards. They comply with the International Valuation Standards (IVS) as published by the International Valuation Standards Committee (IVSC).

For the valuation of existing buildings and construction in progress in the Polish portfolio, the external property appraisers applied either the Hardcore or the Term and Reversion technique, based on their professional judgement.

In the Hardcore technique (also known as the layer method, based on a horizontal split of rental income into "layers"), two main income layers are considered in the valuation:

- the 'hardcore' (lower-risk) layer: income actually earned on the property, which is at or below market levels,

- the 'top slice' (higher-risk) layer: any excess income generated by the property above the market levels.

In this technique, the value of property represents the sum of capitalised hardcore income and top slice income. The capitalised value of hardcore income is calculated using the traditional simple capitalisation method.

The capitalised value of top slice income is calculated as the difference between the income actually generated by the property on the valuation date, and the potential income thar can be earned from the property on the market, capitalised over the period from the valuation date to the end of the term of the lease that guarantees income above market levels.

This technique is typically used for properties where rental income exceeds (or in some cases, is equal to) market rent.

The valuation accounts for, where appropriate, the type of tenants actually in occupation or responsible for meeting obligations under the lease contracts, or likely to be in occupation after vacant space is leased, and the market's general perception of their creditworthiness; the allocation of maintenance and insurance responsibilities between the lessor and lessee; and the remaining economic life of the property. In accordance with the hardcore valuation method, the fair value of the property is higher when the rent rate is higher and the yield is lower.

The Term and Reversion technique (block approach, based on a 'vertical' split of income) involves consideration of income from property over two periods:

- the term of the existing lease contract: the 'term' part of the valuation, based on income earned during the existing lease period,

- period after the current lease expires: the 'reversion' part of the valuation, based on potential income after the end of the lease term (market rent rates as at the valuation date).

The Term & Reversion technique is typically opted for when the rent rates in the two periods differ.

Due to differences in risk levels, in the majority of cases it may be justified to apply different yields in the capitalisation of income for the period corresponding to the 'contract block' and the period corresponding to the 'market block'.

When using the Term & Reversion technique, the market value of the property is calculated by capitalising net operating income (NOI) generated by the property on the valuation date over the period corresponding only to the 'contract block'. The result is then increased by the amount of rental income in the period corresponding to the 'market block', which is capitalised over a perpetuity at a market yield and discounted to its present value as at the valuation date.

The value of the existing buildings in Romania and Germany was calculated by the appraisers using the discounted cash flow method. This approach discounts expected future income streams and residual value to estimate the present value of the property. The DCF method makes it possible to explicitly reflect valuation parameters over a selected time horizon, and typically involves two stages:

1. detailed cash flow projections for a defined period,

2. calculation of the terminal value.

In the detailed cash flow projection period (typically 10 years), all costs associated with the property for each year are deducted from the expected income (gross rental income) to arrive at the net cash flow (net operating income) from the property for that year. The calculations account for various factors, including rent changes, costs of repair and maintenance, costs of management,

running costs borne by the lessor, re-letting costs, and capital costs. The net operating income for each year is then discounted to the valuation date at a selected discount rate, monthly in advance. Inflation rate and rent growth expectations are taken into account during the detailed cash flow projection period, and therefore are not reflected in the cash flow forecast and the discount rate applied.

At the end of the detailed cash flow projection period, the property value is estimated using the income capitalisation method.

The income capitalisation method involves capitalising stabilised net rental income at an appropriate capitalisation rate over a perpetuity. After deducting acquisition costs, the net terminal value is then discounted to the valuation date at the DCF discount rate. The income capitalisation method is a static approach, providing a 'snapshot' calculation with only implicit consideration of rent growth or cost changes over time. The effects of rent changes, ageing building structure, and other market or financial factors are implicitly taken into account in the applied capitalisation rate (yield).

The terminal value is based on the stabilised net rental income. From this income, inflation-adjusted costs of ongoing maintenance and management, as well as other running costs, are deducted. After capitalising the resulting stabilised net rental income, the relevant acquisition costs are deducted from the gross terminal value as follows:

- transfer tax on the transfer of land, at a rate depending on the location of the property,

- costs of agent services,

- costs of notary public's services and other legal costs, depending on the level of value.

The residual method of property valuation is applied for investment properties under construction. In this method, the property value is estimated based on its development value (i.e. on completion of the development project) using the income/market approach, taking into account the development budget, including the developer's profit. Development costs include total construction costs, including fit-out costs, professional fees, financing costs and the developer's profit. In accordance with the valuation method, the higher the rent rate is, the higher the fair value of the property; the lower the yield rate – the higher the fair value of the property is, and the higher the estimated construction costs – the lower the fair value of the property.

The valuation of the pipeline portfolio is based on a development appraisal to assess the potential value (Gross Development Value) of a project once it is fully completed and leased/sold in its currently proposed form. From this Gross Developer Value, the appraisers deducted the project expenditure, including hard costs, soft costs, financing costs, and the developer's profit, to reflect the required level of return to the developer and to account for the project's risk. In assessing the Gross Development Value, the appraisers used a market approach, estimating the market rents for the space to be constructed as well as the appropriate capitalisation rate that would be required by a potential investor, in order to form an opinion on the market value of the completed and leased building.

For valuing the landbank, the appraisers use the sale comparison approach, where the probable value of property (land) is established using data from recent sale transactions involving similar assets.

This method determines the value of sites by comparing them against the selling prices of similar properties. The selling prices of properties that are considered the most comparable provide a range within which the value of the property being valued is likely to fall. The degree of similarity or difference between the property subject to valuation and comparable sale transactions was estimated, taking into account various elements of comparison. Then, percentage adjustments were applied to the selling prices of comparable properties, as the prices of these properties are known, whereas the value of the property being valued is not. This procedure produced the estimated value of the property being valued as at a specific date.

In order to arrive at an estimate of the property's value, the appraisers apply price adjustments as required. The appraisers rely on actual sales or lease evidence for similar properties, considering factors such as the date of sale, location, size of the site, property configuration, technical condition, and available utilities. In the sale comparison approach, the higher the price per square metre, the higher the fair value.

The Group measures the fair value of its property portfolio twice a year, i.e., as at 30 June and 31 December, unless changes occur which require remeasurement. The fair value of property, which is expressed in the euro in valuation reports, is translated at the mid rates quoted by the National Bank of Poland at the end of the reporting period.

The Group measures the fair value of its property portfolio twice a year, i.e., as at 30 June and 31 December. The fair value of the properties located in Poland, including the landbank, as determined by experts using the market approach is expressed in the Polish złoty (PLN). The fair value of the other properties is expressed in the euro and is subsequently translated at the mid rates quoted by the National Bank of Poland at the end of the reporting period.

The valuation method did not change relative to previous periods.

In the year ended 31 December 2024, there were no transfers between the levels.

In the commercial property market in Poland, there is a shortage of market data that could be used to effectively capture the risks associated with the transition towards a net zero carbon footprint in 2026. To date, no standards have been developed to accurately reflect the impacts of this transition in property valuations. Moreover, there are no existing methodologies that directly link decarbonisation with property valuations. In the case of property leases, the risk involves potential changes to rental income levels due to decarbonisation initiatives, which have been factored into the valuations through rent rates for leased space and yield rates in property sale processes. In particular, the age of buildings and their technical specifications have been taken into account for valuation purposes.

### <span id="page-73-0"></span>**13.2. Significant assumptions made by independent expert appraisers for the valuation of existing buildings and buildings under construction**

| as at           |       | 31 December 2024   |         |  |
|-----------------|-------|--------------------|---------|--|
|                 |       | Reversionary yield |         |  |
|                 | mean  | minimum            | maximum |  |
| Poland          | 6.30% | 6.01%              | 8.82%   |  |
| Germany         | 5.26% | 4.55%              | 5.48%   |  |
| Austria         | 4.50% | 4.50%              | 4.50%   |  |
| Romania         | 7.75% | 7.75%              | 7.75%   |  |
| Total portfolio | 6.19% | 4.50%              | 8.82%   |  |

A sensitivity analysis was performed to examine the sensitivity of yields (rates of return and capitalisation rates) to changes in the valuations of completed investment property. The table below presents the sensitivity of profit/(loss) before tax as at 31 December 2024.

|             | Present value<br>of investment<br>property<br>PLN million | Estimated value of<br>investment property<br>after yield change<br>PLN million | Valuation difference<br>PLN million |
|-------------|-----------------------------------------------------------|--------------------------------------------------------------------------------|-------------------------------------|
| Yield -25pp | 4,173                                                     | 4,374                                                                          | 202                                 |
| Yield -50pp | 4,173                                                     | 4,592                                                                          | 420                                 |
| Yield +25pp | 4,173                                                     | 3,991                                                                          | (181)                               |
| Yield +50pp | 4,173                                                     | 3,816                                                                          | (356)                               |

A sensitivity analysis was also conducted to assess how changes in rent rates affect the valuations of completed investment properties. The table below presents the sensitivity of profit/(loss) before tax as at 31 December 2024.

|                     | Present value<br>of investment<br>property<br>PLN million | Estimated value of<br>investment property<br>after rent rate<br>change<br>PLN million | Valuation difference<br>PLN million |
|---------------------|-----------------------------------------------------------|---------------------------------------------------------------------------------------|-------------------------------------|
| Rental income -25pp | 4,172                                                     | 4,090                                                                                 | (82)                                |
| Rental income -50pp | 4,172                                                     | 4,013                                                                                 | (159)                               |
| Rental income +25pp | 4,172                                                     | 4,254                                                                                 | 82                                  |
| Rental income +50pp | 4,172                                                     | 4,329                                                                                 | 157                                 |

### **Estimated rental value (ERV) per m<sup>2</sup>**

|         | average for<br>warehouse and<br>office space | warehouse space | office space |
|---------|----------------------------------------------|-----------------|--------------|
| Poland  | EUR 4.64                                     | EUR 4.35        | EUR 11.50    |
| Germany | EUR 7.43                                     | EUR 7.20        | EUR 11.50    |
| Austria | EUR 8.46                                     | EUR 7.95        | EUR 12.00    |
| Romania | EUR 4.56                                     | EUR 4.50        | EUR 8.50     |

### **For existing buildings and construction in progress**

### **Reversionary yield**

| as at           | 31 December 2023 |         |         |
|-----------------|------------------|---------|---------|
|                 | mean             | minimum | maximum |
| Poland          | 7.07%            | 6.18%   | 9.22%   |
| Germany         | 5.08%            | 4.96%   | 5.14%   |
| Austria         | n/a              | n/a     | n/a     |
| Romania         | 6.82%            | 6.82%   | 6.82%   |
| Total portfolio | 6.46%            | 4.96%   | 9.22%   |

As the project located in Austria was in the process of obtaining a building permit, the land was valued using the comparative method.

A sensitivity analysis was performed to examine the sensitivity of yields (rates of return and capitalisation rates) to changes in the valuations of completed investment property. The table below presents the sensitivity of profit/(loss) before tax as at 31 December 2023.

|             | Present value<br>of investment<br>property<br>PLN million | Estimated value of<br>investment property<br>after yield change<br>PLN million | Valuation difference<br>PLN million |
|-------------|-----------------------------------------------------------|--------------------------------------------------------------------------------|-------------------------------------|
| Yield -25pp | 3,734                                                     | 3,907                                                                          | 173                                 |
| Yield -50pp | 3,734                                                     | 4,097                                                                          | 363                                 |
| Yield +25pp | 3,734                                                     | 3,580                                                                          | (154)                               |
| Yield +50pp | 3,734                                                     | 3,435                                                                          | (299)                               |

## **Estimated rental value (ERV) per m<sup>2</sup>**

|         | 31 December 2023                             |                 |              |
|---------|----------------------------------------------|-----------------|--------------|
|         | average for<br>warehouse and<br>office space | warehouse space | office space |
| Poland  | EUR 4.58                                     | EUR 4.25        | EUR 10.75    |
| Germany | EUR 6.01                                     | EUR 5.53        | EUR 9.13     |
| Austria | n/a                                          | n/a             | n/a          |
| Romania | EUR 4.53                                     | EUR 4.50        | EUR 8.50     |

The landbank is valued using the comparative method. The average rates per square metre of land used for each geographic segment are as follows:

– Poland in 2024: from EUR 49 to EUR 335; in 2023: from EUR 47 to EUR 86,

- Germany in 2024: EUR 110 ; in from EUR 98 to EUR 141;

- Austria in 2023: EUR 237; in 2024: valued as construction in progress,

– Romania in 2024: EUR 4; in 2023: EUR 46.

### **14. Deferred tax**

|                                         |                   |        | Deferred tax asset |         | Deferred tax liability |          | Net amount |  |
|-----------------------------------------|-------------------|--------|--------------------|---------|------------------------|----------|------------|--|
|                                         | as at 31 December | 2024   | 2023               | 2024    | 2023                   | 2024     | 2023       |  |
|                                         |                   |        |                    |         |                        |          |            |  |
| Investment property 1)                  |                   | -      | -                  | 428,154 | 360,743                | 428,154  | 360,743    |  |
| Borrowings and loans                    |                   | -      | (9,669)            | 22,156  | -                      | 22,156   | 9,669      |  |
| Derivatives                             |                   | -      | -                  | 1,775   | 6,100                  | 1,775    | 6,100      |  |
| Other                                   |                   | 3,723  | 11,133             | -       | -                      | (3,723)  | (11,133)   |  |
| Tax losses deductible in future periods |                   | 22,383 | 7,635              | -       | -                      | (22,383) | (7,635)    |  |
| Interest on bonds                       |                   | 5,736  | (1,328)            | -       | -                      | (5,736)  | 1,328      |  |
| Deferred tax asset / liability          |                   | 31,842 | 7,771              | 452,085 | 366,843                | 420,243  | 359,072    |  |

|                        | as at 31<br>December | 2024    | 2023    |
|------------------------|----------------------|---------|---------|
| Including:             |                      |         |         |
| Deferred tax asset     |                      | (3,708) | (6,041) |
| Deferred tax liability |                      | 423,951 | 365,113 |
|                        |                      | 420,243 | 359,072 |

<span id="page-76-0"></span>Based on the tax budgets prepared by the Group, the Management Board considers it justified to recognise a deferred tax asset on tax loss in the amount disclosed in the statement of financial position.

1) Deferred tax on investment property relates fully to a long period. Therefore, at least 95% of the deferred tax liability shown above is a long-term deferred tax liability.

|                                         | 1 January<br>2023 | changes<br>recognised in<br>profit or loss | changes<br>recognised in<br>other<br>comprehensive<br>income | currency<br>translation<br>differences | 31 December<br>2023 |
|-----------------------------------------|-------------------|--------------------------------------------|--------------------------------------------------------------|----------------------------------------|---------------------|
| Investment property                     | 408,332           | (43,796)                                   | -                                                            | (3,793)                                | 360,743             |
| Borrowings and loans                    | (8,282)           | 17,951                                     | -                                                            | -                                      | 9,669               |
| Derivatives                             | 14,643            | (11)                                       | (8,532)                                                      | -                                      | 6,100               |
| Other                                   | (13,869)          | 2,666                                      | -                                                            | 70                                     | (11,133)            |
| Tax losses deductible in future periods | (3,823)           | (3,812)                                    | -                                                            | -                                      | (7,635)             |
| Interest on bonds                       | (1)               | 1,329                                      | -                                                            | -                                      | 1,328               |
|                                         | 397,000           | (25,673)                                   | (8,532)                                                      | (3,723)                                | 359,072             |

|                                         | 1 January<br>2024 | changes<br>recognised in<br>profit or loss | changes<br>recognised in<br>other<br>comprehensive<br>income | currency<br>translation<br>differences | 31 December<br>2024 |
|-----------------------------------------|-------------------|--------------------------------------------|--------------------------------------------------------------|----------------------------------------|---------------------|
|                                         |                   |                                            |                                                              |                                        |                     |
| Investment property                     | 360,743           | 68,356                                     | -                                                            | (945)                                  | 428,154             |
| Borrowings and loans                    | 9,669             | 12,487                                     | -                                                            | -                                      | 22,156              |
| Derivatives                             | 6,100             | 97                                         | (4,422)                                                      | -                                      | 1,775               |
| Other                                   | (11,133)          | 7,404                                      | -                                                            | 6                                      | (3,723)             |
| Tax losses deductible in future periods | (7,635)           | (14,748)                                   | -                                                            | -                                      | (22,383)            |
| Interest on bonds                       | 1,328             | (7,064)                                    | -                                                            | -                                      | (5,736)             |
|                                         | 359,072           | 66,532                                     | (4,422)                                                      | (939)                                  | 420,243             |

**MLP Group - conservative approach to growth in industrial assets in core urban areas in Europe**

### <span id="page-78-0"></span>**15. Investments and other investments**

|                                                                                                                                 | as at 31 December | 2024   | 2023   |
|---------------------------------------------------------------------------------------------------------------------------------|-------------------|--------|--------|
| Long-term receivables from measurement of swap contracts                                                                        |                   | 10,210 | 32,756 |
| Cash set aside in accordance with credit facility agreements to secure payment<br>of principal and interest – long-term portion |                   | 21,760 | 25,690 |
| Bank deposits comprising security deposits from tenants                                                                         |                   | 9,286  | 8,015  |
| Cash set aside in CAPEX account                                                                                                 |                   | 214    | 214    |
| Long-term performance bonds retained                                                                                            |                   | 3,761  | 3,748  |
| Deposit under bank guarantee                                                                                                    |                   | 136    | 136    |
| Long-term loans to related entities                                                                                             |                   | 17,554 | 16,922 |
| Other long-term investments                                                                                                     |                   | 62,921 | 87,481 |

The main bank with which the Group holds deposits comprising security deposits from tenants, cash set aside in accordance with credit facility agreements, and deposits comprising retained performance bonds is a bank with an A+ investment grade ranking (45% of total long-term and short-term investments in the form of deposits).

|                                                                                                                                  | as at 31 December | 2024  | 2023  |
|----------------------------------------------------------------------------------------------------------------------------------|-------------------|-------|-------|
|                                                                                                                                  |                   |       |       |
| Short-term receivables from measurement of swap contracts                                                                        |                   | 2,789 | 1,722 |
| Short-term investments                                                                                                           |                   | 2,789 | 1,722 |
| Cash set aside in accordance with credit facility agreements to secure payment of<br>principal and interest – short-term portion |                   | -     | 2,432 |
| Short-term performance bonds retained                                                                                            |                   | 896   | 5,881 |
| Deposit under bank guarantee                                                                                                     |                   | 1     | 297   |
| Other short-term investments                                                                                                     |                   |       |       |

### <span id="page-78-1"></span>**15.1. Change in financial assets attributable to financing and other activities**

|                                     | Loan assets |
|-------------------------------------|-------------|
| As at 31 December 2022              | 16,626      |
| Interest accrued                    | 771         |
| Exchange differences on measurement | (475)       |
| As at 31 December 2023              | 16,922      |
| Interest accrued                    | 730         |
| Loans                               | 22          |
| Repayment of loan principal         | (11)        |
| Exchange differences on measurement | (109)       |
| As at 31 December 2024              | 17,554      |

### <span id="page-79-0"></span>**16. Other non-current assets**

|                                          | as at 31 December | 2024   | 2023  |
|------------------------------------------|-------------------|--------|-------|
| Long-term prepayments and accrued income |                   | 20,959 | 7,853 |
| Other non-current assets                 |                   | 20,959 | 7,853 |

### <span id="page-79-1"></span>**17. Trade and other receivables**

| as at 31 December                                                                           | 2024    | 2023   |
|---------------------------------------------------------------------------------------------|---------|--------|
| Trade payables                                                                              | 26,628  | 21,453 |
| Investment settlements                                                                      | 1,851   | 628    |
| Prepayments and accrued income                                                              | 9,920   | 3,972  |
| Prepayments for property, plant and equipment and investment property under<br>construction | 235     | 225    |
| Assets from accrued rents from operating leases                                             | 24,415  | -      |
| Advance payment for purchase of land                                                        | 5,819   | -      |
| Taxes and social security receivable*                                                       | 55,453  | 38,037 |
| Trade and other receivables                                                                 | 124,321 | 64,315 |
| Income tax receivable                                                                       | 10,289  | 2,573  |
| Short-term receivables                                                                      | 134,610 | 66,888 |

\* As at 31 December 2024 (and as at 31 December 2023), tax and social security receivable comprised mainly VAT receivable of PLN 46,325 thousand (PLN 28,920 thousand) as disclosed in the VAT returns filed, and input VAT of PLN 9,128 thousand (PLN 8,920 thousand) to be deducted in future periods.

Trade receivables remained at a similar level relative to the previous year.

The rent collection ratio was 99%, largely unchanged year on year.

For more information on receivables from related entities, see Note 29.

The Group uses a provision matrix to calculate expected credit losses. In order to determine expected credit losses, trade receivables have been grouped on the basis of similarity of credit risk characteristics and past due periods. The Group concluded that it has the following homogeneous groups of receivables: receivables from tenants and receivables under development contracts.

The time past due structure of trade receivables and impairment losses are presented in the table below.

|                              | as at 31 December | 2024                 |                    | 2023                 |                    |
|------------------------------|-------------------|----------------------|--------------------|----------------------|--------------------|
|                              |                   | Gross<br>receivables | Impairment<br>loss | Gross<br>receivables | Impairment<br>loss |
| Not past due                 |                   | 39,459               | -                  | 13,803               | -                  |
| Past due from 1 to 30 days   |                   | 1,253                | -                  | 4,875                | -                  |
| Past due from 31 to 60 days  |                   | 6,641                | -                  | 157                  | -                  |
| Past due from 61 to 90 days  |                   | 1,210                | -                  | 22                   | -                  |
| Past due from 91 to 180 days |                   | 3                    | -                  | 99                   | (7)                |
| Past due over 181 days       |                   | 3,017                | (540)              | 5,201                | (2,697)            |
| Total receivables            |                   | 51,583               | (540)              | 24,157               | (2,704)            |

| 2024                                                        | 2023    |
|-------------------------------------------------------------|---------|
| (2,704)<br>Allowances for receivables as at 1 January       | (2,716) |
| -<br>Recognition                                            | (7)     |
| 2,164<br>Use of allowances                                  | 19      |
| (540)<br>Impairment losses on receivables as at 31 December | (2,704) |

### <span id="page-80-0"></span>**18. Cash and cash equivalents**

|                                                                               | as at 31 December | 2024    | 2023    |
|-------------------------------------------------------------------------------|-------------------|---------|---------|
| Cash in hand                                                                  |                   | 81      | 117     |
| Cash at banks                                                                 |                   | 133,498 | 225,321 |
| Short-term deposits                                                           |                   | 534,476 | 118,809 |
| Cash and cash equivalents in the consolidated statement of financial position |                   |         |         |
|                                                                               |                   | 668,055 | 344,247 |

Cash and cash equivalents disclosed in the consolidated statement of financial position include cash in hand and bank deposits with original maturities of up to three months.

Indications of impairment of cash and cash equivalents were determined separately for each balance held with the financial institutions. Credit risk was assessed using external credit ratings and publicly available information on default rates set by external agencies for a given rating. The analysis showed that the credit risk of the assets as at the reporting date was low.

All banks with which the Group holds cash have investment grade ratings (BBB- or higher).

The main bank where the Group holds 75% of its cash and cash equivalents as well as restricted deposits is a financial institution with an A+ credit rating. The second primary bank, where the Group holds 6% of its funds, is also an institution with an A+ credit rating. The Group monitors the banks' credit ratings and manages concentration risk by placing deposits in multiple (over 10) financial institutions.

### <span id="page-80-1"></span>**19. Notes to the consolidated statement of cash flows**

### **19.1. Cash flows from borrowings**

<span id="page-80-2"></span>

|                                                                                                            | for the year ended 31<br>December | 2024    | 2023    |
|------------------------------------------------------------------------------------------------------------|-----------------------------------|---------|---------|
| Proceeds from bank borrowings                                                                              |                                   | 183,206 | 590,713 |
| Cash flows from proceeds from borrowings                                                                   |                                   | 183,206 | 590,713 |
| Cash flows from proceeds from borrowings – amount disclosed in the consolidated<br>statement of cash flows |                                   | 183,206 | 590,713 |

|                                                                                                           | for the year ended 31<br>December | 2024      | 2023      |
|-----------------------------------------------------------------------------------------------------------|-----------------------------------|-----------|-----------|
| Repayment of bank borrowings, including refinanced bank borrowings                                        |                                   | (395,578) | (258,960) |
| Repayment of non-bank borrowings                                                                          |                                   | (473)     | -         |
| Total repayment of borrowings                                                                             |                                   | (396,051) | (258,960) |
| Cash flows from repayment of borrowings                                                                   |                                   | (396,051) | (258,960) |
| Cash flows from repayment of borrowings – amount disclosed in the consolidated<br>statement of cash flows |                                   | (396,051) | (258,960) |

| for the year ended 31 December                                                                       | 2024 | 2023 |
|------------------------------------------------------------------------------------------------------|------|------|
| Cash flows from repayment of loans                                                                   | 11   | -    |
| Cash flows from repayment of loans                                                                   | 11   | -    |
| Cash flows from repayment of loans – amount disclosed in the consolidated<br>statement of cash flows | 11   | -    |

### **19.2. Change in receivables**

<span id="page-81-0"></span>

| for the year ended 31 December                                              |          |        |
|-----------------------------------------------------------------------------|----------|--------|
|                                                                             | 2024     | 2023   |
| Change in trade and other receivables                                       | (60,006) | 27,495 |
| Change in receivables                                                       | (60,006) | 27,495 |
| Change in receivables disclosed in the consolidated statement of cash flows | (60,006) | 27,495 |

### **19.3. Change in current and other liabilities**

<span id="page-81-1"></span>

| for the year ended 31 December                                                                   | 2024     | 2023     |
|--------------------------------------------------------------------------------------------------|----------|----------|
| Change in trade and other payables                                                               | (24,967) | (40,527) |
| Change in employee benefit obligations                                                           | 4,851    | (1,682)  |
| Change in current liabilities under performance bonds and security deposits                      | (384)    | 3,493    |
| Change in finance lease and swap liabilities                                                     | 828      | 20,611   |
| Elimination of changes in investment commitments                                                 | 22,858   | 41,640   |
| Change in current and other liabilities                                                          | 3,186    | 23,535   |
| Change in current and other liabilities disclosed in the consolidated statement<br>of cash flows | 3,186    | 23,535   |

### <span id="page-82-0"></span>**20. Equity**

### **20.1. Share capital**

<span id="page-82-1"></span>

|                          | as at 31 December | 2024       | 2023       |
|--------------------------|-------------------|------------|------------|
| Share capital            |                   |            |            |
| Series A ordinary shares |                   | 11,440,000 | 11,440,000 |
| Series B ordinary shares |                   | 3,654,379  | 3,654,379  |
| Series C ordinary shares |                   | 3,018,876  | 3,018,876  |
| Series D ordinary shares |                   | 1,607,000  | 1,607,000  |
| Series E ordinary shares |                   | 1,653,384  | 1,653,384  |
| Series F ordinary shares |                   | 2,621,343  | 2,621,343  |
| Ordinary shares – total  |                   | 23,994,982 | 23,994,982 |
| Par value per share      |                   | 0.25       | 0.25       |

As at 31 December 2024, the Parent's share capital amounted to PLN 5,998,745.50 and comprised 23,994,982 shares conferring 23,994,982 voting rights in the Company. The par value per share is PLN 0.25. The entire capital has been paid up.

| as at 31 December                                |                     | 31 December 2024 |                     | 31 December 2023 |  |
|--------------------------------------------------|---------------------|------------------|---------------------|------------------|--|
|                                                  | Number of<br>shares | Par value        | Number of<br>shares | Par value        |  |
| Number/value of shares<br>at beginning of period | 23,994,982          | 5,999            | 23,994,982          | 5,999            |  |
| Issue<br>of<br>shares                            | -                   | -                | -                   | -                |  |
| Number/value of shares<br>at end of period       | 23,994,982          | 5,999            | 23,994,982          | 5,999            |  |

### <span id="page-82-2"></span>**21. Earnings and dividend per share**

Earnings per share for each reporting period are calculated as the quotient of net profit for the period attributable to owners of the Parent and the weighted average number of shares outstanding in the reporting period.

| for the year ended 31 December                   | 2024       | 2023       |  |
|--------------------------------------------------|------------|------------|--|
| Net profit/(loss) for period                     | 372,187    | (52,058)   |  |
| Number of outstanding shares                     | 23,994,982 | 23,994,982 |  |
| Weighted average number of outstanding<br>shares | 23,994,982 | 23,994,982 |  |
|                                                  |            |            |  |

Earnings per share attributable to owners of the Parent during the reporting period (PLN per share):

| - | basic   | 15.51 | (2.17) |
|---|---------|-------|--------|
| - | diluted | 15.51 | (2.17) |

There were no dilutive factors in the presented periods.

### <span id="page-83-0"></span>**22. Liabilities under borrowings and other debt instruments, and other liabilities**

### <span id="page-83-1"></span>**22.1. Non-current liabilities**

|                                                                     | as at 31 December | 2024      | 2023      |
|---------------------------------------------------------------------|-------------------|-----------|-----------|
| Borrowings secured with the Group's assets                          |                   | 1,390,177 | 1,568,901 |
| Bonds                                                               |                   | 1,457,088 | 321,752   |
| Non-bank borrowings                                                 |                   | 17,097    | 16,952    |
| Non-current liabilities under borrowings and other debt instruments |                   | 2,864,362 | 1,907,605 |

|                                                          | as at 31 December | 2024   | 2023   |
|----------------------------------------------------------|-------------------|--------|--------|
| Finance lease liabilities (perpetual usufruct of land)1) |                   | 56,240 | 58,382 |
| Liabilities from measurement of swap contracts           |                   | 4,237  | 3,959  |
| Performance bonds                                        |                   | 3,157  | 7,241  |
| Security deposits from tenants and other                 |                   | 12,731 | 9,031  |
| Lease liabilities (vehicles)                             |                   | 823    | 361    |
| Other non-current liabilities                            |                   | 77,188 | 78,974 |

1) The Group is a party to pending court proceedings concerning revision of the perpetual usufruct charge rate. As at the date of issue of this report, the Management Board of MLP Group S.A. estimated, where appropriate, a provision for a portion of potential claims against MLP Pruszków I, MLP Pruszków II, MLP Pruszków III Sp. z o.o. The amount determined by the court may affect the carrying amount of investment property and finance lease liabilities. For a description of disputes, see Note 26.

### <span id="page-83-2"></span>**22.2. Current liabilities**

|                                                                                                         | as at 31 December<br>2024 | 2023    |
|---------------------------------------------------------------------------------------------------------|---------------------------|---------|
| Short-term bank borrowings and short-term portion of bank<br>borrowings secured with the Group's assets | 28,823                    | 94,643  |
| Bonds                                                                                                   | 215,463                   | 111,248 |
| Current liabilities under borrowings and other debt<br>instruments                                      | 244,286                   | 205,891 |

Liabilities under borrowings secured with the Group's assets and under borrowings not secured with the Group's assets comprise liabilities to both related and unrelated parties.

|                                     | as at 31 December | 2024 | 2023 |
|-------------------------------------|-------------------|------|------|
| Liabilities under lease of vehicles |                   | 277  | 189  |
| Other current liabilities           |                   | 277  | 189  |

### <span id="page-84-0"></span>**22.3. Change in financial liabilities attributable to financing and other activities**

|                                                               | Bonds     |
|---------------------------------------------------------------|-----------|
| As at 31 December 2022                                        | 383,879   |
| Issue of bonds                                                | 130,445   |
| Interest accrued on bonds                                     | 25,700    |
| Interest paid on bonds                                        | (22,298)  |
| Redemption of Series A bonds                                  | (54,708)  |
| Exchange differences on measurement                           | (30,018)  |
| As at 31 December 2023                                        | 433,000   |
| Issue of bonds                                                | 1,473,325 |
| Interest accrued on bonds                                     | 52,271    |
| Interest paid on bonds                                        | (35,923)  |
| Redemption of Series E bonds and portion of Series D<br>bonds | (229,149) |
| Exchange differences on measurement                           | (20,973)  |
| As at 31 December 2024                                        | 1,672,551 |

|                                     | Non-bank borrowings |
|-------------------------------------|---------------------|
| As at 31 December 2022              | 16,654              |
| Interest accrued                    | 782                 |
| Exchange differences on measurement | (484)               |
| As at 31 December 2023              | 16,952              |
| Repayment of loan principal         | (473)               |
| Interest accrued                    | 724                 |
| Exchange differences on measurement | (106)               |
| As at 31 December 2024              | 17,097              |

#### *Bank borrowings*

| As at 31 December 2022                                       | 1,455,952 |
|--------------------------------------------------------------|-----------|
| including derecognised commission fee as at 31 December 2022 | 2,991     |
| Interest accrued                                             | 76,869    |
| Interest paid – credit facilities                            | (74,435)  |
| Interest accrued – IRS                                       | (27,309)  |
| Interest received – IRS                                      | 25,242    |
| Increase in bank<br>borrowings                               | 590,713   |
| Repayment of principal                                       | (258,960) |
| Realised foreign exchange<br>gains/(losses)                  | (2,197)   |
| Exchange differences on measurement                          | (118,079) |
| Interest capitalised                                         | (577)     |

85

| As at 31 December 2023                                       | 1,663,544 |
|--------------------------------------------------------------|-----------|
| including derecognised commission fee as at 31 December 2023 | 6,666     |
| As at 31 December 2023                                       | 1,663,544 |
| including derecognised commission fee as at 31 December 2023 | 6,666     |
| Interest accrued                                             | 83,913    |
| Interest capitalised                                         | 552       |
| Interest paid – credit facilities                            | (90,176)  |
| Interest accrued – IRS                                       | (20,854)  |
| Interest received – IRS                                      | 24,415    |
| Increase in bank<br>borrowings                               | 183,206   |
| Repayment of principal                                       | (395,579) |
| Realised foreign exchange<br>gains/(losses)                  | (15,857)  |
| Exchange differences on measurement                          | (1,466)   |
| Bank borrowings measured at amortised cost                   | (7,183)   |
| As at 31 December 2024                                       | 1,419,000 |
| including valuation at amortized cost as at 31 December 2024 | ( 12,181) |

|                                                                                                                     | Leases (perpetual usufruct of land) |
|---------------------------------------------------------------------------------------------------------------------|-------------------------------------|
| As at 31 December 2022                                                                                              | 42,280                              |
| Revaluation of perpetual usufruct of land at companies engaged in litigation with<br>the Pruszków District Governor | 16,741                              |
| Annual payment                                                                                                      | (639)                               |
| As at 31 December 2023                                                                                              | 58,382                              |
| Revaluation of perpetual usufruct of land at companies engaged in litigation with<br>the Pruszków District Governor | (1,271)                             |
| Annual payment                                                                                                      | (871)                               |
| As at 31 December 2024                                                                                              | 56,240                              |

### **22.4. Liabilities under bonds**

### *22.4.1. Liabilities under bonds as at 31 December 2024*

| Instrument                    | Currency | Nominal value<br>[EUR] | Valuation<br>[EUR] | Total [EUR] | Total [PLN]   | Maturity<br>date | Interest rate       | Guarantees<br>and collateral | Listing venue |
|-------------------------------|----------|------------------------|--------------------|-------------|---------------|------------------|---------------------|------------------------------|---------------|
| Public bonds –<br>Series C    |          | EUR 45,000,000         | 1,055,700          | 46,055,700  | 196,796,006   | 19 Feb 2025      | 6M EURIBOR + margin | none                         | Catalyst      |
| Series F2)<br>Public bonds –  | EUR -    |                        | -                  | -           | -             | 26 May<br>2025   | 6M EURIBOR + margin | none                         | Catalyst      |
| Public bonds –<br>Series G1)  |          | EUR 41,000,000         | 190,240            | 41,190,240  | 176,005,896   | 4 Dec 2026       | 6M EURIBOR + margin | none                         | Catalyst      |
| Public bonds –<br>Green Bonds |          | EUR 300,000,000        | 4,178,425          | 304,178,425 | 1,299,749,431 | 15 Oct 2029      | Fixed interest rate | none                         | Euro MTF      |

On 21 January 2024, the Company redeemed at maturity Series E bonds with a total nominal value of EUR 4,000,000.

On 9 October 2024, the Company issued bonds with a total nominal value of EUR 300,000,000.

On 27 February 2024, the Company redeemed early a portion of Series D bonds with a total nominal value of EUR 8,600,000. On 17 May 2024, the Company redeemed at maturity all outstanding Series D bonds, with a total nominal value of EUR 11,400,000.

<span id="page-86-0"></span>1)On 8 March 2024, the Company issued Series G bonds with a total nominal value of EUR 41,000,000.

<span id="page-86-1"></span>2) On 15 October 2024, the Company's Management Board decided to redeem Series F bonds with a total nominal value of EUR 29,000,000, and set the early redemption date at 25 November 2024.

#### *22.4.2. Liabilities under bonds as at 31 December 2023*

<span id="page-86-2"></span>

| Instrument                 | Currency | Nominal value<br>[EUR] | Valuation<br>[EUR] | Total<br>[EUR] | Total [PLN] | Maturity<br>date | Interest rate       | Guarantees<br>and collateral | Listing venue |
|----------------------------|----------|------------------------|--------------------|----------------|-------------|------------------|---------------------|------------------------------|---------------|
| Public bonds –<br>Series B | EUR -    |                        | -                  | -              | -           | 11 May<br>2023   | 6M EURIBOR + margin | none                         | Catalyst      |
| Public bonds –<br>Series C |          | EUR 45,000,000         | 1,142,100          | 46,142,100     | 200,625,851 | 19 Feb 2025      | 6M EURIBOR + margin | none                         | Catalyst      |
| Public bonds –<br>Series D |          | EUR 20,000,000         | 154,200            | 20,154,200     | 87,630,462  | 17 May<br>2024   | 6M EURIBOR + margin | none                         | Catalyst      |
| Public bonds –<br>Series E |          | EUR 4,000,000          | 60,920             | 4,060,920      | 17,656,880  | 21 Jan 2024      | 6M EURIBOR + margin | none                         | Catalyst      |
| Public bonds –<br>Series F |          | EUR 29,000,000         | 229,100            | 29,229,100     | 127,088,127 | 26 May<br>2025   | 6M EURIBOR + margin | none                         | Catalyst      |

### **22.5. Bank borrowings secured with the Group's assets**

#### *22.5.1. As at 31 December 2024*

| Bank borrowings secured with the Group's assets, taken in PLN | 31 December 2024 |                                    |                   |            |           |           |       |           |           |       |
|---------------------------------------------------------------|------------------|------------------------------------|-------------------|------------|-----------|-----------|-------|-----------|-----------|-------|
| Bank                                                          | currency         | Facility type                      | interest rate (%) | matures in | Principal | Valuation | Total | Principal | Valuation | Total |
| PEKAO S.A.                                                    | PLN              | working capital<br>credit facility | 1M WIBOR + margin | 2029       | -         | -         | -     | -         | -         | -     |
| ING Bank Śląski S.A.                                          | PLN              | working capital<br>credit facility | 1M WIBOR + margin | 2029       | -         | -         | -     | -         | -         | -     |
| Total bank borrowings taken in PLN:                           |                  |                                    |                   |            | -         | -         | -     | -         | -         | -     |

#### **Bank borrowings secured with the Group's assets, taken in EUR**

<span id="page-87-1"></span><span id="page-87-0"></span>

|                                                                           |          |                                 |                        |            | EUR thousand |           |         | PLN thousand |           |           |  |
|---------------------------------------------------------------------------|----------|---------------------------------|------------------------|------------|--------------|-----------|---------|--------------|-----------|-----------|--|
| Bank                                                                      | currency | Facility type                   | interest rate (%)      | matures in | Principal    | Valuation | Total   | Principal    | Valuation | Total     |  |
| PEKAO S.A.**                                                              | EUR      | investment credit<br>facility   | 1M EURIBOR + margin    | 2029       | -            | -         |         | -            | -<br>-    | -         |  |
| BNP Paribas S.A.                                                          | EUR      | investment credit<br>facility   | 1M EURIBOR + margin    | 2031       | 27,659       | (207)     | 27,452  | 118,189      | (887)     | 117,302   |  |
| BNP Paribas S.A.**                                                        | EUR      | construction<br>credit facility | 3M EURIBOR + margin    | 2030       | -            | -         |         | -            | -<br>-    | -         |  |
| ING Bank Śląski S.A., PKO BP S.A. and ICBC<br>(Europe) S.A. Polish Branch | EUR      | investment credit<br>facility   | 3M EURIBOR + margin    | 2027       | 95,412       | (1,098)   | 94,314  | 407,701      | (4,692)   | 403,010   |  |
| Aareal Bank AG                                                            | EUR      | investment credit<br>facility   | fixed interest rate    | 2028       | 60,800       | (1,041)   | 59,759  | 259,799      | (4,450)   | 255,349   |  |
| mBank S.A.**                                                              | EUR      | construction<br>credit facility | 1M EURIBOR + margin    | 2029       | -            | -         |         | -            | -<br>-    | -         |  |
| PKO BP S.A. and BNP Paribas S.A.                                          | EUR      | investment credit<br>facility   | 3M EURIBOR + margin    | 2027       | 66,936       | (115)     | 66,821  | 286,016      | (487)     | 285,529   |  |
| ING Bank Śląski S.A.**                                                    | EUR      | investment credit<br>facility   | 3M EURIBOR + margin    | 2029       | 25,264       | (89)      | 25,174  | 107,953      | (382)     | 107,570   |  |
| Santander Bank Polska S.A.**                                              | EUR      | investment credit<br>facility   | 3M EURIBOR + margin    | 2027       | -            | -         |         | -            | -<br>-    | -         |  |
| Santander Bank Polska S.A.**                                              | EUR      | construction<br>credit facility | 3M EURIBOR + margin    | 2027       | -            | -         |         | -            | -<br>-    | -         |  |
| Bayerische Landesbank                                                     | EUR      | investment credit<br>facility   | fixed interest rate    | 2030       | 39,806       | (201)     | 39,605  | 170,092      | (858)     | 169,234   |  |
| Bayerische Landesbank                                                     | EUR      | investment credit<br>facility   | fixed interest rate    | 2031       | 19,057       | (99)      | 18,958  | 81,431       | (425)     | 81,006    |  |
| OTP Bank Romania S.A.**                                                   | EUR      | investment credit<br>facility   | 3M EURIBOR +<br>margin | 2031       | -<br>-       | -         | -       |              | -<br>-    |           |  |
| Total bank borrowings taken in EUR:                                       |          |                                 |                        |            | 334,934      | (2,850)   | 332,083 | 1,431,181    | (12,181)  | 1,419,000 |  |

*\*\* In October 2024, all of the debt was prepaid; for details, see Current Report No. 22/2024 of 25 October 2024.*

#### *22.5.2. As at 31 December 2023*

| Bank borrowings secured with the Group's assets, taken in PLN |          |                                    |                   |            | 31 December 2023 |           |       |           |              |       |  |
|---------------------------------------------------------------|----------|------------------------------------|-------------------|------------|------------------|-----------|-------|-----------|--------------|-------|--|
|                                                               |          |                                    |                   |            | EUR thousand     |           |       |           | PLN thousand |       |  |
| Bank                                                          | currency | Facility type                      | interest rate (%) | matures in | Principal        | Valuation | Total | Principal | Valuation    | Total |  |
| PEKAO S.A.                                                    | PLN      | working capital<br>credit facility | 1M WIBOR + margin | 2029       | 322              | (1)       | 321   | 1,400     | (2)          | 1,398 |  |
| Total PLN-denominated bank borrowings                         |          |                                    |                   |            | 322              | (1)       | 321   | 1,400     | (2)          | 1,398 |  |

#### **Bank borrowings secured with the Group's assets, taken in EUR**

<span id="page-88-0"></span>

|                                                                           |          |                                 |                     |            | EUR thousand |           |         | PLN thousand |           |           |  |
|---------------------------------------------------------------------------|----------|---------------------------------|---------------------|------------|--------------|-----------|---------|--------------|-----------|-----------|--|
| Bank                                                                      | currency | Facility type                   | interest rate (%)   | matures in | Principal    | Valuation | Total   | Principal    | Valuation | Total     |  |
| PEKAO S.A.                                                                | EUR      | investment<br>credit facility   | 1M EURIBOR + margin | 2029       | 21,659       | (48)      | 21,611  | 94,165       | (197)     | 93,968    |  |
| BNP Paribas S.A.                                                          | EUR      | investment<br>credit facility   | 1M EURIBOR + margin | 2029       | 16,740       | 32        | 16,772  | 72,785       | 141       | 72,926    |  |
| BNP Paribas S.A.                                                          | EUR      | construction<br>credit facility | 3M EURIBOR + margin | 2030       | 11,045       | 79        | 11,124  | 48,023       | 345       | 48,368    |  |
| ING Bank Śląski S.A., PKO BP S.A. and ICBC<br>(Europe) S.A. Polish Branch | EUR      | investment<br>credit facility   | 3M EURIBOR + margin | 2027       | 97,553       | (380)     | 97,173  | 424,155      | (1,651)   | 422,504   |  |
| Aareal Bank AG                                                            | EUR      | investment<br>credit facility   | fixed interest rate | 2028       | 60,800       | (948)     | 59,852  | 264,358      | (4,121)   | 260,237   |  |
| mBank S.A.                                                                | EUR      | construction<br>credit facility | 1M EURIBOR + margin | 2029       | 11,700       | (96)      | 11,604  | 50,871       | (416)     | 50,455    |  |
| PKO BP S.A. and BNP Paribas S.A.                                          | EUR      | investment<br>credit facility   | 3M EURIBOR + margin | 2027       | 69,230       | 430       | 69,660  | 301,011      | 1,871     | 302,882   |  |
| ING Bank Śląski S.A.                                                      | EUR      | investment<br>credit facility   | 3M EURIBOR + margin | 2024       | 13,274       | -         | 13,274  | 57,714       | -         | 57,714    |  |
| Santander Bank Polska S.A.                                                | EUR      | investment<br>credit facility   | 3M EURIBOR + margin | 2027       | 5,444        | (18)      | 5,426   | 23,669       | (76)      | 23,593    |  |
| Santander Bank Polska S.A.                                                | EUR      | construction<br>credit facility | 3M EURIBOR + margin | 2027       | 10,384       | (34)      | 10,350  | 45,148       | (146)     | 45,002    |  |
| Bayerische Landesbank                                                     | EUR      | investment<br>credit facility   | fixed interest rate | 2030       | 40,631       | -         | 40,631  | 176,665      | -         | 176,665   |  |
| Bayerische Landesbank                                                     | EUR      | investment<br>credit facility   | fixed interest rate | 2031       | 19,450       | (55)      | 19,395  | 84,569       | (238)     | 84,331    |  |
| OTP Bank Romania S.A.**                                                   | EUR      | investment<br>credit facility   | 3M EURIBOR + margin | 2031       | 5,413        | (9)       | 5,404   | 23,541       | (40)      | 23,501    |  |
| Total bank borrowings taken in EUR:                                       |          |                                 |                     |            | 383,323      | (1,047)   | 382,276 | 1,666,674    | (4,528)   | 1,662,146 |  |
| Total bank borrowings                                                     |          |                                 |                     |            |              |           |         | 1,668,074    | (4,530)   | 1,663,544 |  |

### **22.6. Non-bank borrowings secured with the Group's assets**

<span id="page-89-0"></span>

|                                                            |          |                                |            | 31 December 2024 |                 |            | 31 December 2023 |                 |  |
|------------------------------------------------------------|----------|--------------------------------|------------|------------------|-----------------|------------|------------------|-----------------|--|
|                                                            | currency | effective interest<br>rate (%) | matures in | EUR<br>thousand  | PLN<br>thousand | matures in | EUR<br>thousand  | PLN<br>thousand |  |
| Non-bank borrowings not secured with<br>the Group's assets |          |                                |            |                  |                 |            |                  |                 |  |
| Fenix Polska S.A.                                          | EUR      | 3M EURIBOR +<br>margin         | 2029       | 1,492            | 6,377           | 2029       | 1,389            | 6,236           |  |
| Fenix Polska S.A.                                          | PLN      | 3M WIBOR + margin              | 2026       | -                | 146             | 2026       | -                | 139             |  |
| Fenix Polska S.A.                                          | PLN      | 3M WIBOR + margin              | 1932       | -                | 7,854           | 2032       | -                | 7,523           |  |
| Fenix Polska S.A.                                          | PLN      | 3M WIBOR + margin              | 1932       | -                | 1,118           | 2032       | -                | 1,065           |  |
| Fenix Polska S.A.                                          | PLN      | 3M WIBOR + margin              | 1932       | -                | 1,038           | 2032       | -                | 992             |  |
| Fenix Polska S.A.                                          | PLN      | 3M WIBOR + margin              | 1932       | -                | 420             | 2032       | -                | 666             |  |
| Fenix Polska S.A.                                          | PLN      | 3M WIBOR + margin              | 1932       | -                | 144             | 2032       | -                | 331             |  |
| Total non-bank borrowings                                  |          |                                |            |                  | 17,097          |            |                  | 16,952          |  |

**MLP Group - conservative approach to growth in industrial assets in core urban areas in Europe**

### <span id="page-90-0"></span>**23. Employee benefit obligations**

|                                     | as at 31 December | 2024  | 2023 |
|-------------------------------------|-------------------|-------|------|
| Wages and salaries                  |                   | 29    | 88   |
| Provision for variable remuneration |                   | 5,211 | 301  |
| Employee benefit obligations        |                   | 5,240 | 389  |

### <span id="page-90-1"></span>**24. Trade and other payables**

|                                                                 | as at 31 December | 2024    | 2023    |
|-----------------------------------------------------------------|-------------------|---------|---------|
| Trade payables                                                  |                   | 48,984  | 30,021  |
| Deferred income                                                 |                   | 3,756   | 3,856   |
| Taxes and social security receivable                            |                   | 9,568   | 11,199  |
| Unbilled trade payables                                         |                   | 15,343  | 21,905  |
| Investment commitments, security deposits and other obligations |                   | 24,846  | 60,508  |
| Trade and other payables                                        |                   | 102,497 | 127,489 |
| Income tax receivable                                           |                   | 6,010   | 8,375   |
| Current liabilities                                             |                   | 108,507 | 135,864 |

As at 31 December 2024, the Group did not have any past due trade payables owed to related parties.

The amount of trade payables was in line with the balance reported in December 2023.

The decrease in investment commitments compared to 2023 was due to an advanced stage of completion of the projects carried out by the Group in 2024. The investment commitments are classified as current liabilities.

The table below presents time past due for trade and other payables:

|                                | as at 31 December | 2024    | 2023    |
|--------------------------------|-------------------|---------|---------|
| Not past due                   |                   | 107,026 | 119,882 |
| Past due from 1 to 90 days     |                   | 2,959   | 8,678   |
| Past due from 91 to 180 days   |                   | 242     | 48      |
| Pas due over 180 days          |                   | 74      | 53      |
| Total trade and other payables |                   | 110,301 | 128,661 |

The time past due structure presented above includes non-current liabilities.

Trade payables are non-interest bearing and are typically settled within 30 to 60 days. Other payables are noninterest bearing, with average payment period of one month. Amounts resulting from the difference between input and output value added tax are paid to the relevant tax authorities in the periods prescribed by the relevant tax laws. Interest payable is generally settled on the basis of accepted interest notes.

### <span id="page-91-0"></span>**25. Financial instruments**

### **25.1. Measurement of financial instruments**

<span id="page-91-1"></span>The fair value of financial assets and financial liabilities as at 31 December 2024 and 31 December 2023 was equal to the respective amounts disclosed in the consolidated statement of financial position.

The following assumptions were made for the purpose of fair value measurement:

- **cash and cash equivalents:** the carrying amount corresponds to the amortised cost value;
- **trade receivables, other receivables, trade payables, and accrued expenses:** the carrying amount corresponds to the amortised cost;
- **loans:** the carrying amount corresponds to the amortised cost value, it is close to the fair value due to variable interest rate of these instruments, which is close to the market interest rate;
- **borrowings and other debt instruments:** the carrying amount corresponds to the amortised cost value, it is close to the fair value due to variable interest rates on these instruments which are close to market interest rates;
- **receivables and liabilities from measurement of swap contracts:** measured at fair value through other comprehensive income, determined by reference to instruments quoted in an active market.

### <span id="page-91-2"></span>*25.1.1 Financial assets*

|                                                   | as at 31 December | 2024    | 2023    |
|---------------------------------------------------|-------------------|---------|---------|
| Hedging financial instruments:                    |                   |         |         |
| Receivables from measurement of Swap<br>contracts |                   | 12,999  | 34,478  |
|                                                   |                   | 12,999  | 34,478  |
| Financial assets measured at amortised cost:      |                   |         |         |
| Cash and cash equivalents                         |                   | 668,055 | 344,247 |
| Loans and receivables, including:                 |                   |         |         |
| Trade and other receivables                     |                   | 53,129  | 22,306  |
| Loans                                           |                   | 17,554  | 16,922  |
| Other long-term investments                     |                   | 35,157  | 37,803  |
| Other short-term investments                    |                   | 897     | 8,610   |
|                                                   |                   | 774,792 | 429,888 |
| Total financial assets                            |                   | 787,191 | 464,366 |

As at 31 December 2024, the fair value of hedging instruments was PLN 12,999 thousand, measured on the basis of other directly or indirectly observable quotations (Level 2). The information is provided by banks and is based on reference to instruments traded on an active market.

In the year ended 31 December 2024, there were no transfers between the levels.

#### **Measurement of assets at amortised cost as at 31 December 2024:**

|                                   |                              | Stage 1 | Stage 2 | Stage 3 |
|-----------------------------------|------------------------------|---------|---------|---------|
| Gross carrying amount             |                              | 721,663 | 53,669  | -       |
| Cash and cash equivalents         |                              | 668,055 | -       | -       |
| Loans and receivables, including: |                              |         |         |         |
|                                 | Trade and other receivables  | -       | 53,669  | -       |
|                                 | Loans                        | 17,554  | -       | -       |
|                                 | Other long-term investments  | 35,157  | -       | -       |
|                                 | Other short-term investments | 897     | -       | -       |
| Impairment losses (IFRS 9)        |                              | -       | (540)   | -       |
| Loans and receivables, including: |                              |         |         |         |
|                                 | Trade and other receivables  | -       | (540)   | -       |
| Carrying amount (IFRS 9)          |                              | 721,663 | 53,129  | -       |

#### **Measurement of assets at amortised cost as at 31 December 2023:**

|                                   |                              | Stage 1 | Stage 2 | Stage 3 |
|-----------------------------------|------------------------------|---------|---------|---------|
| Gross carrying amount             |                              | 407,582 | 25,010  | -       |
| Cash and cash equivalents         |                              | 344,247 | -       | -       |
| Loans and receivables, including: |                              |         |         |         |
|                                 | Trade and other receivables  | -       | 25,010  | -       |
|                                 | Loans                        | 16,922  | -       | -       |
|                                 | Other long-term investments  | 37,803  | -       | -       |
|                                 | Other short-term investments | 8,610   | -       | -       |
| Impairment losses (IFRS 9)        |                              | -       | (2,704) | -       |
| Loans and receivables, including: |                              |         |         |         |
|                                 | Trade and other receivables  | -       | (2,704) | -       |
| Carrying amount (IFRS 9)          |                              | 407,582 | 22,306  | -       |

#### *25.1.2 Financial liabilities*

<span id="page-92-0"></span>

|                                                       | as at 31 December | 2024      | 2023      |
|-------------------------------------------------------|-------------------|-----------|-----------|
| Hedging financial instruments measured at fair value: |                   |           |           |
| Liabilities from measurement of swap contracts        |                   | 4,237     | 3,959     |
|                                                       |                   | 4,237     | 3,959     |
| Financial liabilities measured at amortised cost:     |                   |           |           |
| Bank borrowings                                       |                   | 1,419,000 | 1,663,544 |
| Non-bank borrowings                                   |                   | 17,097    | 16,952    |
| Trade and other payables                              |                   | 110,301   | 128,661   |
| Lease liabilities                                     |                   | 57,340    | 58,932    |
| Bonds                                                 |                   | 1,672,551 | 433,000   |
|                                                       |                   | 3,276,289 | 2,301,089 |
| Total financial liabilities                           |                   | 3,280,526 | 2,305,048 |

### <span id="page-93-0"></span>**25.2. Other disclosures relating to financial instruments**

#### **Security instruments**

For information on security instruments, see Note 26.

#### **Cash flow hedge accounting**

On 8 February 2024, MLP Pruszków II Sp. z o.o. entered into a variable-to-fixed interest rate swap contract with Bank Polska Kasa Opieki S.A.

On 29 February 2024, MLP Czeladź Sp. z o.o. terminated its existing variable-to-fixed interest rate swap contract with BNP Paribas Bank Polska S.A. and entered into a new variable-to-fixed interest rate swap contract with the bank.

On 20 May 2024, MLP Poznań Sp. z o.o. entered into a variable-to-fixed interest rate swap contract with ING Bank Śląski S.A.

On 16 May 2024, MLP Poznań II Sp. z o.o. entered into a variable-to-fixed interest rate swap contract with ING Bank Śląski S.A.

On 26 September 2024, MLP Pruszków V Sp. z o.o. terminated its existing variable-to-fixed interest rate swap contract with BNP Paribas Bank Polska S.A. and entered into a new variable-to-fixed interest rate swap contract with the bank.

#### *Hedging instruments and hedged item*

|                              |              | Hedged item as at<br>31 December 2024<br>at: | instrument – | Hedging<br>amortised<br>interest rate swap: |       | Fair value<br>of the hedging instrument<br>(EUR thousand)<br>as at 31 December | Fair value<br>of the hedging instrument<br>(PLN thousand)<br>as at 31 December |         |
|------------------------------|--------------|----------------------------------------------|--------------|---------------------------------------------|-------|--------------------------------------------------------------------------------|--------------------------------------------------------------------------------|---------|
| Entity                       | EUR thousand | PLN thousand                                 | EUR thousand | PLN thousand                                | 2024  | 2023                                                                           | 2024                                                                           | 2023    |
| MLP Pruszków I sp. z o.o.    | 40,943       | 174,951                                      | 40,943       | 174,951                                     | 34    | 1,282                                                                          | 144                                                                            | 5,574   |
| MLP Wrocław sp. z o.o.       | 14,832       | 63,378                                       | 14,832       | 63,378                                      | 656   | 1,238                                                                          | 2,801                                                                          | 5,383   |
| MLP Pruszków III sp. z o.o.  | 26,145       | 111,719                                      | 26,145       | 111,719                                     | 8     | 696                                                                            | 33                                                                             | 3,025   |
| MLP Gliwice sp. z o.o.       | 16,012       | 68,421                                       | 16,012       | 68,421                                      | 708   | 1,337                                                                          | 3,025                                                                          | 5,812   |
| MLP Poznań sp. z o.o.        | 5,379        | 22,983                                       | 5,379        | 22,983                                      | (153) | 22                                                                             | (653)                                                                          | 95      |
| MLP Teresin sp. z o.o.       | 6,566        | 28,057                                       | 6,566        | 28,057                                      | 290   | 548                                                                            | 1,240                                                                          | 2,383   |
| MLP Poznań II sp. z o.o.     | 5,791        | 24,743                                       | 5,791        | 24,743                                      | (165) | 28                                                                             | (704)                                                                          | 121     |
| MLP Pruszków IV sp. z o.o.   | 16,326       | 69,762                                       | 16,326       | 69,762                                      | (12)  | 411                                                                            | (50)                                                                           | 1,787   |
| MLP Pruszków V sp.<br>z o.o. | 19,314       | 82,530                                       | 19,314       | 82,530                                      | (51)  | 596                                                                            | (218)                                                                          | 2,592   |
| MLP Czeladź sp. z o.o.       | -            | -                                            | -            | -                                           | -     | (331)                                                                          | -                                                                              | (1,440) |
| MLP Lublin sp. z o.o.        | 16,659       | 71,183                                       | 16,659       | 71,183                                      | 736   | 1,391                                                                          | 3,144                                                                          | 6,046   |
| MLP Pruszków VI sp. z o.o.   | -            | -                                            | -            | -                                           | -     | (483)                                                                          | -                                                                              | (2,098) |
| MLP Łódź II sp. z o.o.       | -            | -                                            | -            | -                                           | -     | (97)                                                                           | -                                                                              | (421)   |
| MLP Pruszków II sp. z o.o.   | -            | -                                            | -            | -                                           | -     | 674                                                                            | -                                                                              | 1,660   |
| Total                        | 167,967      | 717,727                                      | 167,967      | 717,727                                     | 2,051 | 7,312                                                                          | 8,762                                                                          | 30,519  |

Hedged item and hedging instrument – amortised Interest Rate Swap as at 31 December 2024.

The ineffective portion of the hedge in the amount of PLN 472 thousand is due to the cumulative change in the notional derivative in relation to the cumulative change in the hedging instrument.

PLN 17,708 thousand was reclassified from other comprehensive income to profit or loss in 2024.

The fair value of the hedging instrument between 31 December 2024 and 31 December 2023 fell by PLN 21,757 thousand (PLN 10,387 thousand in SWAP receivables and PLN 1,625 thousand in SWAP payables as at 31 December 2024 – net amount of PLN 8,762 thousand in SWAP receivables vs PLN 34,478 thousand in SWAP receivables and PLN 3,959 in SWAP payables as at 31 December 2023 – net amount of PLN 30,519 thousand in receivables).

|                             | Amounts                                                         |                                                            |                                                        |  |
|-----------------------------|-----------------------------------------------------------------|------------------------------------------------------------|--------------------------------------------------------|--|
| Entity                      | Amounts recognised<br>as finance costs –<br>ineffective portion | recognised as<br>finance costs –<br>net interest<br>income | Amounts recognised in<br>other comprehensive<br>income |  |
| MLP Pruszków I Sp. z o.o.   | 81                                                              | -                                                          | (5,517)                                                |  |
| MLP Pruszków III Sp. z o.o. | 89                                                              | -                                                          | (3,081)                                                |  |
| MLP Pruszków V Sp. z o.o.   | -                                                               | -                                                          | (2,810)                                                |  |
| MLP Pruszków IV Sp. z o.o.  | 63                                                              | -                                                          | (1,900)                                                |  |
| MLP Czeladź Sp. z o.o.      | -                                                               | -                                                          | 1,440                                                  |  |
| MLP Teresin Sp. z o.o.      | 14                                                              | -                                                          | (1,157)                                                |  |
| MLP Poznań II Sp. z o.o.    | (1)                                                             | -                                                          | (824)                                                  |  |
| MLP Poznań Sp. z o.o.       | (9)                                                             | -                                                          | (739)                                                  |  |
| MLP Gliwice Sp. z o.o.      | 39                                                              | -                                                          | (2,826)                                                |  |
| MLP Wrocław Sp. z o.o.      | 32                                                              | -                                                          | (2,614)                                                |  |
| MLP Pruszków II Sp. z o.o.  | -                                                               | -                                                          | (1,659)                                                |  |
| MLP Lublin Sp. z o.o.       | 36                                                              | -                                                          | (2,936)                                                |  |
| MLP Łódź II Sp. z o.o.      | 16                                                              | -                                                          | 405                                                    |  |
| MLP Pruszków VI Sp. z o.o.  | 112                                                             | -                                                          | 1,989                                                  |  |
| Total                       | 472                                                             | -                                                          | (22,229)                                               |  |

#### *Amounts recognised in the consolidated statement of profit or loss and other comprehensive income in 2024:*

*Amounts recognised in the consolidated statement of profit or loss and other comprehensive income in 2023:*

| Entity                        | Amounts recognised<br>as finance costs –<br>ineffective portion | Amounts<br>recognised as<br>finance costs –<br>net interest<br>income | Amounts recognised in<br>other comprehensive<br>income |
|-------------------------------|-----------------------------------------------------------------|-----------------------------------------------------------------------|--------------------------------------------------------|
| MLP Pruszków I Sp. z o.o.     | -                                                               | -                                                                     | (9,438)                                                |
| MLP Pruszków III Sp. z o.o.   | -                                                               | -                                                                     | (5,585)                                                |
| MLP Pruszków V Sp. z o.o.     | -                                                               | -                                                                     | (2,395)                                                |
| MLP Pruszków IV Sp. z o.o.    | (39)                                                            | -                                                                     | (3,506)                                                |
| MLP Czeladź Sp. z o.o.        | -                                                               | -                                                                     | (2,701)                                                |
| MLP Teresin Sp. z o.o.        | 2                                                               | -                                                                     | (1,494)                                                |
| MLP Poznań II Sp. z o.o.      | 1                                                               | -                                                                     | (897)                                                  |
| MLP Poznań Sp. z o.o.         | 9                                                               | -                                                                     | (724)                                                  |
| MLP Gliwice Sp. z o.o.        | -                                                               | -                                                                     | (3,638)                                                |
| MLP Wrocław Sp. z o.o.        | 4                                                               | -                                                                     | (3,374)                                                |
| MLP Poznań West II Sp. z o.o. | -                                                               | -                                                                     | (2,670)                                                |
| MLP Pruszków II Sp. z o.o.    | -                                                               | -                                                                     | (3,346)                                                |
| MLP Lublin Sp. z o.o.         | 4                                                               | -                                                                     | (3,789)                                                |
| MLP Łódź II Sp. z o.o.        | (16)                                                            | -                                                                     | (405)                                                  |
| MLP Pruszków VI Sp. z o.o.    | (110)                                                           | -                                                                     | (1,989)                                                |
| Total                         | (145)                                                           | -                                                                     | (45,951)                                               |

96

### **25.3. Nature and extent of risks arising from financial instruments**

<span id="page-96-0"></span>The Group's business involves primarily exposure to the following types of financial risks:

- liquidity risk,
- market risk (including currency and interest rate risk),
- credit risk.

Liquidity risk is primarily the risk that the Group will encounter difficulty in meeting its future obligations under long-term borrowings.

The following table presents the maturity structure of bank borrowings based on contractual undiscounted cash flows:

| Bank borrowings – expected payments |      | up to 1 year | from 1 to 5<br>years | above<br>5 years | Total     |
|-------------------------------------|------|--------------|----------------------|------------------|-----------|
|                                     | 2024 | 158,865      | 1,210,013            | 326,839          | 1,695,717 |
|                                     | 2023 | 175,808      | 1,313,290            | 441,773          | 1,930,871 |
|                                     |      |              |                      |                  |           |

The following table presents the maturity structure of bonds based on contractual undiscounted cash flows:

| Bonds – expected payments | up to 1 year | from 1 to 5<br>years | above<br>5 years | Total     |
|---------------------------|--------------|----------------------|------------------|-----------|
| 2024 – nominal amount     | -            | 192,285              | -                | 192,285   |
| 2024 – interest           | 230,740      | 1,283,072            | -                | 1,513,812 |
| 2023 – nominal amount     | 104,352      | 321,752              | -                | 426,104   |
| 2023 – interest           | 22,159       | 18,094               | -                | 40,253    |

The following table presents the maturity structure of derivative instruments based on contractual undiscounted cash flows:

| Derivative instruments – expected payments |               | up to 1 year | from 1 to 5<br>years | above<br>5 years | Total    |
|--------------------------------------------|---------------|--------------|----------------------|------------------|----------|
| 2024                                       | inflows       | 18,239       | 20,961               | -                | 39,200   |
|                                            | outflows      | (11,233)     | (19,205)             | -                | (30,438) |
|                                            | net cash flow | 7,006        | 1,756                | -                | 8,762    |
| 2023                                       | inflows       | 1,394        | 6,353                | 1,603            | 9,350    |
|                                            | outflows      | (1,331)      | (9,755)              | (2,223)          | (13,309) |
|                                            | net cash flow | 63           | (3,402)              | (620)            | (3,959)  |

The following table presents the maturity structure of loans based on contractual undiscounted cash flows:

| Loans – expected payments | up to 1 year | from 1 to 5<br>years | above<br>5 years | Total  |
|---------------------------|--------------|----------------------|------------------|--------|
| 2024                      | -            | -                    | 18,149           | 18,149 |
| 2023                      | -            | 161                  | 22,676           | 22,837 |

The table below presents the maturity structure of other non-current and current liabilities, i.e., lease liabilities, as well as investment and guarantee deposits from tenants and other entities:

| Expected payments |      | up to 1 year | from 1 to 5<br>years | above<br>5 years | Total  |
|-------------------|------|--------------|----------------------|------------------|--------|
|                   | 2024 | 277          | 17,138               | 60,050           | 77,465 |
|                   | 2023 | 189          | 16,643               | 62,331           | 79,163 |
|                   |      |              |                      |                  |        |

#### *25.3.1 Currency risk*

The Group is exposed to significant currency risk as a large portion of its financial assets and liabilities is denominated in EUR and USD.

The table below presents the currency structure of financial instruments in each of the years:

*Currency structure of financial instruments as at 31 December 2024 (PLN thousand):*

| Financial assets                                                                        | PLN     | EUR       | other | Total     |  |  |
|-----------------------------------------------------------------------------------------|---------|-----------|-------|-----------|--|--|
| Hedging financial instruments measured at fair value through other comprehensive income |         |           |       |           |  |  |
| Receivables from measurement of Swap contracts                                          | -       | 12,999    | -     | 12,999    |  |  |
| Financial assets measured at<br>amortised cost:                                         |         |           |       |           |  |  |
| Cash and cash equivalents                                                               | 89,198  | 572,062   | 6,795 | 668,055   |  |  |
| Loans and receivables, including:                                                       |         |           |       |           |  |  |
| Trade and other receivables                                                            | 49,695  | 2,650     | 784   | 77,544    |  |  |
| Loans                                                                                   | -       | 17,554    | -     | 17,554    |  |  |
| Money fund units                                                                     | -       | -         | -     | -         |  |  |
| Other long-term investments                                                            | 9,451   | 25,706    | -     | 35,157    |  |  |
| Other short-term investments                                                           | 215     | 682       | -     | 897       |  |  |
|                                                                                         | 148,559 | 631,653   | 7,579 | 787,791   |  |  |
|                                                                                         |         |           |       |           |  |  |
| Financial liabilities                                                                   | PLN     | EUR       | other | Total     |  |  |
| Hedging financial instruments measured at fair value through other comprehensive income |         |           |       |           |  |  |
| Liabilities from measurement of swap contracts                                          | -       | 4,237     | -     | 4,237     |  |  |
| Financial liabilities measured at fair value through profit or loss:                    |         |           |       |           |  |  |
| Financial liabilities held for trading                                                  |         |           |       | -         |  |  |
| Financial liabilities measured at amortised cost:                                       |         |           |       |           |  |  |
| Bank borrowings                                                                         | -       | 1,419,000 | -     | 1,419,000 |  |  |
| Non-bank borrowings                                                                     | 10,720  | 6,377     | -     | 17,097    |  |  |
| Trade and other payables                                                                | 64,507  | 45,794    | -     | 110,301   |  |  |
| Lease liabilities                                                                       | 57,340  | -         | -     | 57,340    |  |  |
| Bonds                                                                                   | -       | 1,672,551 | -     | 1,672,551 |  |  |
|                                                                                         | 132,567 | 3,147,959 | -     | 3,280,526 |  |  |
| Currency structure of financial instruments as at 31 December 2023 (PLN thousand):      |         |           |       |           |  |  |
| Financial assets                                                                        | PLN     | EUR       | other | Total     |  |  |
| Receivables from measurement of swap contracts at other<br>comprehensive income         | -       | 34,478    | -     | 34,478    |  |  |
| Financial assets at amortised cost:                                                     |         |           |       |           |  |  |
| Cash and cash equivalents                                                               | 178,792 | 159,600   | 5,855 | 344,247   |  |  |
| Loans and receivables, including:                                                       |         |           |       |           |  |  |
| Trade and other receivables                                                             | 21,273  | 617       | 416   | 22,306    |  |  |
| Loans                                                                                   | -       | 10,752    | 6,170 | 16,922    |  |  |
| Money fund units                                                                        |         | -         | -     | -         |  |  |
| Other long-term investments                                                            | 10,396  | 27,407    | -     | 37,803    |  |  |
| Other short-term investments                                                           | 2,068   | 6,542     | -     | 8,610     |  |  |

**212,529 239,396 12,441 464,366**

| Financial liabilities                                                                   | PLN     | EUR       | other | Total     |
|-----------------------------------------------------------------------------------------|---------|-----------|-------|-----------|
| Hedging financial instruments measured at fair value through other comprehensive income |         |           |       |           |
| Liabilities from measurement of swap contracts                                          | -       | 3,959     | -     | 3,959     |
| Liabilities from measurement of CAP transactions                                        | -       | -         | -     | -         |
| Financial liabilities measured at fair value through profit or loss:                    |         |           |       |           |
| Financial liabilities held for trading                                                  | -       | -         | -     | -         |
| Financial liabilities measured at amortised cost:                                       |         |           |       |           |
| Bank borrowings                                                                         | 1,400   | 1,662,144 | -     | 1,663,544 |
| Non-bank borrowings                                                                     | 10,716  | 6,236     | -     | 16,952    |
| Trade and other payables                                                                | 74,823  | 53,832    | 6     | 128,661   |
| Lease liabilities                                                                       | 58,932  | -         | -     | 58,932    |
| Bonds                                                                                   | -       | 433,000   | -     | 433,000   |
|                                                                                         | 145,871 | 2,159,171 | 6     | 2,305,048 |

Due to its open short currency position, the Group is particularly exposed to changes in the EUR/PLN exchange rate. The table below presents the potential impact of a 2% depreciation of PLN against EUR and USD on the Group's results and equity. The rationale for assuming a 2% movement in EUR/PLN exchange rates on financial results and equity was based on the rates published by the National Bank of Poland on the last business day of each month in 2024. During this period, the variation between the minimum rate (4.2678 on 31 May 2024) and the maximum rate (4.3530 on 31 October 2024) was 2%.

Impact of PLN depreciation and appreciation on the Group's results and equity (PLN thousand)

The table below does not account for potential gains and losses on investment properties valued at fair value, which are sensitive to currency exchange fluctuations, nor does it consider the impact on other non-financial financial assets. The impact of exchange differences from investment properties in Poland is reflected in the statement of profit or loss item 'Gain/(loss) from revaluation,' and it has the opposite effect than on financing activities.

|                                                | as at 31 December | 2024<br>2023         |  |
|------------------------------------------------|-------------------|----------------------|--|
| Increase in the EUR/PLN exchange<br>rate by 2% |                   | (16,746)<br>(38,505) |  |
| Decrease in the EUR/PLN exchange<br>rate by 2% |                   | 16,746<br>38,505     |  |
| Increase in the USD/PLN exchange<br>rate by 2% |                   | 152<br>125           |  |
| Decrease in the USD/PLN exchange<br>rate by 2% |                   | (152)<br>(125)       |  |

A 2% depreciation of the Polish currency relative to the EUR has an adverse impact the valuation of the Group's receivables and liabilities, causing an increase in finance costs due to the Group's short currency position.

A 2% appreciation of the Polish currency relative to the EUR has a positive impact on the valuation of the Group's receivables and liabilities, causing a decrease in finance costs due to the Group's short currency position.

A 2% depreciation of the Polish currency against the US dollar has a positive impact on the Group's results, causing an increase in cash held in USD-denominated bank accounts.

A 2% appreciation of the Polish currency against the US dollar has a negative impact on the Group's results, causing a decrease in cash held in USD-denominated bank accounts.

### *25.3.2 Interest rate risk*

Interest rate risk arises chiefly from borrowings as well as issued bonds bearing interest at variable rates. Interest rate movements affect debt-service cash flows. In order to mitigate the interest rate risk, the Group entered into interest rate swap contracts with its financing banks.

The table below presents the potential impact of an interest rate increase/decrease by 120 basis points on cash flows related to the servicing of financial obligations, based on the analysis of absolute change in 3M EURIBOR rates between the end of 2024 and the end of 2023:

|                  | as at 31 December | 2024    | 2023    |
|------------------|-------------------|---------|---------|
| EURIBOR + 120 bp |                   | 1,855   | (7,536) |
| EURIBOR - 120 bp |                   | (1,855) | 7,536   |
| WIBOR + 120 bp   |                   | (148)   | (182)   |
| WIBOR - 120 bp   |                   | 148     | 182     |

### *Effect of interest rate movements on interest cash outflows from borrowings and issued bonds:*

The above sensitivity analysis shows how much interest expense related to the servicing of debt obligations would increase assuming a rise in interest rates by 120 basis points at the end of each reporting period, and how much interest expense related to the servicing of debt obligations would decrease assuming a fall in interest rates by 120 basis points at the end of each reporting period.

#### *Effect of interest rate movements on interest cash inflows from loans:*

|                  | as at 31 December | 2024  | 2023  |
|------------------|-------------------|-------|-------|
|                  |                   |       |       |
| EURIBOR + 120 bp |                   | -     | 93    |
| EURIBOR - 120 bp |                   | -     | (93)  |
| WIBOR + 120 bp   |                   | 211   | 161   |
| WIBOR - 120 bp   |                   | (211) | (161) |

The above sensitivity analysis shows how much interest income on loans would increase assuming a rise in interest rates by 120 basis points at the end of each reporting period, and how much interest income on loans would decrease assuming a fall in interest rates by 120 basis points at the end of each reporting period.

The table below presents a potential impact on cash flows from monetary assets of a 50 basis points increase in interest rates.

#### *Effect of interest rate changes on cash flows from monetary assets:*

|                  | as at 31 December | 2024    | 2023    |
|------------------|-------------------|---------|---------|
| EURIBOR + 120 bp |                   | 7,181   | 2,903   |
| EURIBOR - 120 bp |                   | (7,181) | (2,903) |
| WIBOR + 120 bp   |                   | 1,186   | 2,869   |
| WIBOR - 120 bp   |                   | (1,186) | (2,869) |

The above sensitivity analysis shows how much interest income on cash and other long- and short-term investments would increase assuming a rise in interest rates by 120 basis points at the end of each reporting period, and how much interest income on cash and other long- and short-term investments would decrease assuming a fall in interest rates by 120 basis points at the end of each reporting period.

### **IBOR reform**

The Group holds the following financial assets and liabilities linked to the WIBOR rate, which is set to be replaced by the new WIRON reference rate. According to the adopted Roadmap, the publication of WIBOR rates is scheduled to end in 2025:

| Financial assets, PLN thousand | WIBOR  | Total  |
|--------------------------------|--------|--------|
| Loans                        | 11,241 | 11,241 |
| Total financial assets         | 11,241 | 11,241 |

| Total financial liabilities         | 10,720 | 10,720 |
|-------------------------------------|--------|--------|
| Bonds                             | -      | -      |
| Non-bank<br><br>borrowings        | 10,720 | 10,720 |
| Bank borrowings                   | -      | -      |
| Financial liabilities, PLN thousand | WIBOR  | Total  |
|                                     |        |        |

#### *25.3.3 Credit risk*

Credit risk is defined as the risk of financial loss to the Group if a trading partner or a counterparty in a transaction fails to meet its contractual obligations. Credit risk arises chiefly from receivables and cash and cash equivalents.

The Group's maximum exposure to credit risk corresponds to the carrying amount of these financial instruments.

The Group reduces the exposure by demanding that tenants provide security deposits and bank guarantees supporting timely performance of their rental obligations.

|                                                           | as at 31 December | 2024   | 2023  |
|-----------------------------------------------------------|-------------------|--------|-------|
| Security deposits from tenants at end of reporting period |                   | 12,859 | 8,099 |

### <span id="page-100-0"></span>**26. Operating leases**

The Group enters into operating lease contracts for lease of warehouse and office space. Contracts are concluded for periods from three to ten years, usually for five years. A typical contract provides for the following types of payments: (a) rentals for leased space denominated in EUR (and occasionally in USD and PLN), with amounts varying depending on type and standard of space, (b) property management fees to cover running costs, denominated in PLN and charged per square metre of leased space, (c) contributions to the property tax and (d) re-charge of utility bills.

As at 31 December 2024, the aggregate amount of rental income (assuming that the EUR/PLN and USD/PLN exchange rates remain constant, rental rates are not indexed, and the amount of space leased remains unchanged) was PLN 1,980.7 million, of which PLN 240.9 million was receivable within one year, PLN 914.4 million in two to five years, and PLN 825.4 million after five years.

As at 31 December 2023, the aggregate amount of rental income (assuming that the EUR/PLN and USD/PLN exchange rates remain constant, rental rates are not indexed, and the amount of space leased remains unchanged) was PLN 1,512.6 million, of which PLN 199.4 million was receivable within one year, PLN 717.6 million in two to five years, and PLN 595.6 million after five years.

#### <span id="page-100-1"></span>**27. Contractual investment commitments**

|                                    | as at 31 December | 2024    | 2023    |
|------------------------------------|-------------------|---------|---------|
| Contractual investment commitments |                   | 118,192 | 146,919 |

Contractual investment commitments represent the value of executed investment contracts, less any expenditure incurred as at the last day of the financial year.

### <span id="page-101-0"></span>**28. Contingent liabilities and security instruments**

In the period ended 31 December 2024, the Group recognised the following changes in contingent liabilities and security instruments:

- On 26 April 2024, MLP Poznań Sp. z o.o. and MLP Poznań II Sp. z o.o. executed a credit facility agreement with ING Bank Śląski S.A. The following security was provided for the lender's claims under the agreement:
	- (a) joint contractual mortgage of up to EUR 40,315,287.45, securing claims under the credit facility agreement with respect to the refinancing, construction and investment credit facilities;
	- (b) contractual mortgage of up to EUR 2,100,000, securing the bank's claims under the master agreement and hedging transactions;
	- (b) contractual mortgage of up to PLN 6,000,000, securing claims under the credit facility agreement with respect to the VAT facility;
	- (d) three registered pledges over MLP Poznań II Sp. z o.o. shares, up to the maximum secured amount of EUR 40,315,287.45 each, and six financial pledges over MLP Poznań II Sp. z o.o. shares, up to the maximum secured amount of EUR 40,315,287.45 each;
	- (e) registered pledge over MLP Poznań Sp. z o.o. shares, up to the maximum secured amount of EUR 40,315,287.45 each, and two financial pledges over MLP Poznań Sp. z o.o. shares, up to the maximum secured amount of EUR 40,315,287.45 each;
	- (f) 11 registered pledges and 22 financial pledges over MLP Poznań II Sp. z o.o.'s bank accounts, up to the maximum secured amount of EUR 40,315,287.45;
	- (g) 13 registered pledges and 26 financial pledges over MLP Poznań Sp. z o.o.'s bank accounts, up to the maximum secured amount of EUR 40,315,287.45 each, and a registered pledge and financial pledge over the VAT account, securing the VAT credit facility up to the maximum secured amount of PLN 6,000,000;
	- (h) registered pledge over a set of movables and rights of MLP Poznań Sp. z o.o., and a registered pledge over a set of movables and rights of MLP Poznań II Sp. z o.o.;
	- (g) powers of attorney over the borrowers' bank accounts and holds on the borrowers' bank accounts, in accordance with the hold instruction;
	- (j) sponsor's commitment under the letter of comfort for cost overruns in the construction of Building B by MLP Poznań Sp. z o.o.;
	- (k) notarised consents to enforcement from the borrowers;
	- (l) notarised consents to enforcement from all the shareholders of the borrowers;
	- (m) assignment of rights under insurance policies, lease contracts, and construction contracts with security under the assignment agreement;
	- (n) subordination of claims and assignment under the subordination agreement.
- 30 June 2024 saw the expiry of a guarantee issued by Bank PKO BP S.A. to secure the performance of MLP Czeladź Sp. z o.o. 's obligations towards the Municipality of Czeladź and the State Treasury related to the conversion of a traffic circulation system in Czeladź as part of the construction of a logistics park

### <span id="page-102-0"></span>**28.1. Mortgages**

| Entity                            | Land register number                                                                                                              | Details                                                                                                                                                                                                                                                                                                                                                                                                                                           | Mortgage<br>charge      |
|-----------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|
| MLP<br>Pruszków I<br>Sp. z o.o.   | WA1P/00036973/9<br>WA1P/00038590/4<br>WA1P/00038589/4<br>WA1P/00038595/9<br>WA1P/00038591/1<br>WA1P/00038596/6<br>WA1P/00038593/5 | Joint contractual mortgage securing claims<br>of ING Bank Śląski S.A. under the credit<br>facility of 9 May 2019, provided as security<br>with highest ranking priority in favour of<br>the Mortgage Administrator, i.e. ING Bank<br>Śląski S.A., and as pari passu ranking<br>security in favour of ING Bank Śląski S.A.,<br>Powszechna Kasa Oszczędności Bank Polski<br>S.A., Industrial and Commercial Bank of<br>China LTD, Luxembourg Branch | EUR 140,895<br>thousand |
|                                   |                                                                                                                                   | Joint contractual mortgage securing claims<br>of ING Bank Śląski S.A. under Master<br>Agreement No. 1 of 9 May 2019                                                                                                                                                                                                                                                                                                                               | EUR 3,386<br>thousand   |
|                                   |                                                                                                                                   | Joint contractual mortgage securing claims<br>of PKO Bank Polski S.A. under Master<br>Agreement of 9 May 2019                                                                                                                                                                                                                                                                                                                                     | EUR 2,818<br>thousand   |
|                                   |                                                                                                                                   | Joint contractual mortgage securing claims<br>of INDUSTRIAL AND COMMERCIAL BANK OF<br>CHINA LTD, LUXEMBOURG BRANCH S.A.,<br>LUKSEMBURG under Master Agreement 3<br>of 9 May 2019                                                                                                                                                                                                                                                                  | EUR 2,250<br>thousand   |
|                                   |                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                         |
| Entity                            | Land register number                                                                                                              | Details                                                                                                                                                                                                                                                                                                                                                                                                                                           | Mortgage<br>charge      |
| MLP<br>Pruszków III<br>Sp. z o.o. | WA1P/00079808/5<br>WA1P/00101970/5                                                                                                | Joint contractual mortgage securing claims<br>of ING Bank Śląski S.A. under the credit<br>facility of 9 May 2019, provided as security<br>with highest ranking priority in favour of<br>the Mortgage Administrator, i.e. ING Bank<br>Śląski S.A., and as pari passu ranking<br>security in favour of ING Bank Śląski S.A.,<br>Powszechna Kasa Oszczędności Bank Polski<br>S.A., Industrial and Commercial Bank of<br>China LTD, Luxembourg Branch | EUR 140,895<br>thousand |
|                                   |                                                                                                                                   | Joint contractual mortgage securing claims<br>of ING Bank Śląski S.A. under Master<br>Agreement No. 1 of 9 May 2019                                                                                                                                                                                                                                                                                                                               | EUR 3,386<br>thousand   |
|                                   |                                                                                                                                   | Joint contractual mortgage securing claims<br>of PKO Bank Polski S.A. under Master<br>Agreement of 9 May 2019                                                                                                                                                                                                                                                                                                                                     | PLN 2,818<br>thousand   |
|                                   |                                                                                                                                   | Joint contractual mortgage securing claims<br>of INDUSTRIAL AND COMMERCIAL BANK OF<br>CHINA LTD, LUXEMBOURG BRANCH S.A.,<br>LUKSEMBURG under Master Agreement 3<br>of 9 May 2019                                                                                                                                                                                                                                                                  | PLN 2,250<br>thousand   |

| Entity                           | Land register number | Details                                                                                                                                                                                                                                                                                                                                                                                                                                           | Mortgage<br>charge      |
|----------------------------------|----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|
| MLP<br>Pruszków IV<br>Sp. z o.o. | WA1P/00111450/7      | Joint contractual mortgage securing claims<br>of ING Bank Śląski S.A. under the credit<br>facility of 9 May 2019, provided as security<br>with highest ranking priority in favour of<br>the Mortgage Administrator, i.e. ING Bank<br>Śląski S.A., and as pari passu ranking<br>security in favour of ING Bank Śląski S.A.,<br>Powszechna Kasa Oszczędności Bank Polski<br>S.A., Industrial and Commercial Bank of<br>China LTD, Luxembourg Branch | EUR 140,895<br>thousand |
|                                  |                      | Joint contractual mortgage securing claims<br>of ING Bank Śląski S.A. under Master<br>Agreement No. 1 of 9 May 2019                                                                                                                                                                                                                                                                                                                               | EUR 3,386<br>thousand   |
|                                  |                      | Joint contractual mortgage securing claims<br>of PKO Bank Polski S.A. under Master<br>Agreement No. 2 of 9 May 2019                                                                                                                                                                                                                                                                                                                               | EUR 2,818<br>thousand   |
|                                  |                      | Joint contractual mortgage securing claims<br>of INDUSTRIAL AND COMMERCIAL BANK OF<br>CHINA LTD, LUXEMBOURG BRANCH S.A.,<br>LUKSEMBURG under Master Agreement 3<br>of 9 May 2019                                                                                                                                                                                                                                                                  | EUR 2,250<br>thousand   |
|                                  |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                         |

| Entity                   | Land register number                                               | Details                                                                                                                                                                                                                                     | Mortgage<br>charge      |
|--------------------------|--------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|
| MLP Lublin<br>Sp. z o.o. | LU1S/00012867/9 WA1G/00076402/9<br>GL1T/00099961/3 WR1E/00102562/6 | Joint contractual mortgage established in<br>favour of the mortgage administrator, i.e.<br>BNP Paribas Bank Polska S.A., to secure<br>claims under the credit facility agreement<br>of 9 April 2021 against each of the<br>borrowers        | EUR 110,127<br>thousand |
|                          |                                                                    | Joint contractual mortgage established in<br>favour of BNP Paribas Bank Polska S.A. to<br>secure claims under the master agreement<br>and hedging transactions against each of<br>the borrowers (Mortgage securing hedging<br>transactions) | EUR 110,127<br>thousand |
|                          |                                                                    | Joint contractual mortgage established in<br>favour of PKO Bank Polski S.A. to secure<br>claims under the master agreement and<br>hedging transactions against each of the<br>borrowers (Mortgage securing hedging<br>transactions)         | EUR 110,127<br>thousand |

| Entity                    | Land register number                                               | Details                                                                                                                                                                                                                                                                                                                                                                    | Mortgage<br>charge                     |
|---------------------------|--------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|
| MLP Teresin<br>Sp. z o.o. | WA1G/00076402/9 LU1S/00012867/9<br>GL1T/00099961/3 WR1E/00102562/6 | Joint contractual mortgage established in<br>favour of the mortgage administrator, i.e.<br>BNP Paribas Bank Polska S.A., to secure<br>claims under the credit facility agreement<br>of 9 April 2021 against each of the<br>borrowers<br>Joint contractual mortgage established in<br>favour of BNP Paribas Bank Polska S.A. to<br>secure claims under the master agreement | EUR 110,127<br>thousand<br>EUR 110,127 |
|                           |                                                                    | and hedging transactions against each of<br>the borrowers (Mortgage securing hedging<br>transactions)                                                                                                                                                                                                                                                                      | thousand                               |
|                           |                                                                    | Joint contractual mortgage established in<br>favour of PKO Bank Polski S.A. to secure<br>claims under the master agreement and<br>hedging transactions against each of the<br>borrowers (Mortgage securing hedging<br>transactions)                                                                                                                                        | EUR 110,127<br>thousand                |

| Entity                       | Land register number                                                     | Details                                                                                                                                                                                                                                        | Mortgage<br>charge      |
|------------------------------|--------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|
| MLP<br>Wrocław Sp.<br>z o.o. | WR1E/00102562/6<br>LU1S/00012867/9<br>WA1G/00076402/9<br>GL1T/00099961/3 | Joint contractual mortgage established<br>in favour of the mortgage<br>administrator, i.e., BNP Paribas Bank<br>Polska S.A., to secure claims under the<br>credit facility agreement of 9 April 2021<br>against each of the borrowers          | EUR 110,127<br>thousand |
|                              |                                                                          | Joint contractual mortgage established<br>in favour of BNP Paribas Bank Polska<br>S.A. to secure claims under the master<br>agreement and hedging transactions<br>against each of the borrowers<br>(Mortgage securing hedging<br>transactions) | EUR 110,127<br>thousand |
|                              |                                                                          | Joint contractual mortgage established<br>in favour of PKO Bank Polski S.A. to<br>secure claims under the master<br>agreement and hedging transactions<br>against each of the borrowers<br>(Mortgage securing hedging<br>transactions)         | EUR 110,127<br>thousand |

| Entity                    | Land register number                                               | Details                                                                                                                                                                                                                                           | Mortgage<br>charge   |
|---------------------------|--------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|
|                           | GL1T/00099961/3 LU1S/00012867/9<br>WA1G/00076402/9 WR1E/00102562/6 | Joint contractual mortgage<br>established in favour of the<br>mortgage administrator, i.e. BNP<br>Paribas Bank Polska S.A., to<br>secure claims under the credit<br>facility agreement of 9 April<br>2021 against each of the<br>borrowers        | EUR 110,127 thousand |
| MLP Gliwice Sp.<br>z o.o. |                                                                    | Joint contractual mortgage<br>established in favour of BNP<br>Paribas Bank Polska S.A. to<br>secure claims under the master<br>agreement and hedging<br>transactions against each of the<br>borrowers (Mortgage securing<br>hedging transactions) | EUR 110,127 thousand |
|                           |                                                                    | Joint contractual mortgage<br>established in favour of PKO<br>Bank Polski S.A. to secure claims<br>under the master agreement<br>and hedging transactions against<br>each of the borrowers<br>(Mortgage securing hedging<br>transactions)         | EUR 110,127 thousand |

| Entity                       | Land register number               | Details                                                                                                                                                                                                                                                                                   | Mortgage<br>charge  |
|------------------------------|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|
| MLP Pruszków<br>V sp. z o.o. | WA1P/00130140/0                    | Joint contractual mortgage<br>established in favour of BNP<br>PARIBAS BANK POLSKA S.A. to<br>secure repayment of credit<br>facility under the credit facility<br>agreement of 7 November<br>2019 and an amendment of 30<br>August 2024 (mortgage<br>securing term loans)                  | EUR 61,237 thousand |
|                              | WA1P/00130142/4<br>WA1P/00048722/2 | Joint contractual mortgage<br>established in favour of BNP<br>PARIBAS BANK POLSKA S.A. to<br>secure repayment of credit<br>facility the under the credit<br>facility agreement of 7<br>November 2019 and an<br>amendment of 30 August 2024<br>(mortgage securing hedging<br>transactions) | PLN 12,000 thousand |

| Entity                                                   | Land register number                                                                                           | Details                                                                                                                                                                                                                                                                                                                 | Mortgage<br>charge     |
|----------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
| MLP Logistic<br>Park Germany I<br>sp. z o.o. & Co.<br>KG | Grundbuch Unna No. 25890                                                                                       | Contractual<br>mortgage<br>(Buchgrundschuld)<br>established<br>in<br>favour<br>of<br>Bayerische Landesbank to<br>secure<br>claims<br>under<br>the<br>credit facility agreement of<br>16 September 2021                                                                                                                  | EUR 41,250<br>thousand |
| MLP Business<br>Park Berlin I Sp.<br>z o.o. & Co. KG     | Grundbuch Zossen von Ludwigsfelde No.<br>2656                                                                  | Contractual<br>mortgage<br>(Buchgrundschuld)<br>established<br>in<br>favour<br>of<br>Bayerische<br>Landesbank<br>to<br>secure claims under the credit<br>facility<br>agreement<br>of<br>21<br>March 2022                                                                                                                | EUR 19,647 thousand    |
| MLP Poznań<br>West II Sp. z<br>o.o.                      | PO1P/00325364/7 PO1P/00350147/4                                                                                | joint contractual mortgage<br>established in favour of Aareal<br>Bank AG to secure claims<br>under<br>the<br>credit<br>facility<br>agreement of 28 April 2023                                                                                                                                                           | EUR 95,250 thousand    |
|                                                          | PO1D/00041539/8<br>PO1D/00050729/3<br>PO1D/00041540/8<br>PO1D/00050728/6<br>PO1D/00051882/0<br>PO1D/00059827/3 | joint contractual mortgage of<br>up to EUR 40,315,287.45,<br>securing claims under a credit<br>facility agreement of 26 April<br>2024 signed by MLP Poznań<br>Sp. z o.o. and MLP Poznań II<br>Sp. z o.o. with ING Bank Śląski<br>S.A. with respect to a<br>refinancing, construction and<br>investment credit facility; | EUR 40,315 thousand    |
| MLP Poznań<br>Sp. z o.o.<br>MLP Poznań II<br>Sp. z o.o.  |                                                                                                                | contractual mortgage of up<br>to EUR 2,100,000, securing<br>ING Bank's claims under the<br>master agreement and<br>hedging transactions;                                                                                                                                                                                | EUR 2,100 thousand     |
|                                                          |                                                                                                                | joint contractual mortgage of<br>up to PLN 6,000,000, securing<br>ING Bank's claims under the<br>credit facility agreement of<br>26 April 2024 with respect to<br>the VAT facility;                                                                                                                                     | PLN 6,000 thousand     |

### **28.2. Financial and registered pledges on shares**

<span id="page-107-0"></span>

| Type of security interest                                                              | Secured claims                                                                                                                                                                                                                                                                                   | Amount of<br>security interest |
|----------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|
| Security interests in MLP Group S.A.'s shareholdings in the following companies:<br> |                                                                                                                                                                                                                                                                                                  |                                |
| Registered pledges on shares:                                                          |                                                                                                                                                                                                                                                                                                  |                                |
| MLP Pruszków I Sp. z o.o.                                                              | claims of: ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków I Sp. z o.o.                                 | EUR 140,895<br>thousand        |
| MLP Pruszków III Sp. z o.o.                                                            | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków III Sp. z o.o.                                | EUR 140,895<br>thousand        |
| MLP Pruszków V Sp. z o.o.                                                              | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o.                                                                                                                                                                          | EUR 61,237<br>thousand         |
| MLP Wrocław Sp. z o.o.                                                                 | claims of BNP Paribas Bank Polska S.A. and PKO BP<br>S.A. under the credit facility of 9 April 2021 granted<br>to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o.,<br>MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.;<br>pledge created in favour of BNP Paribas as the<br>pledge administrator | EUR 147,127<br>thousand        |
| MLP Gliwice Sp. z o.o.                                                                 | claims of BNP Paribas Bank Polska S.A. and PKO BP<br>S.A. under the credit facility of 9 April 2021 granted<br>to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o.,<br>MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.;<br>pledge created in favour of BNP Paribas as the<br>pledge administrator | EUR 147,127<br>thousand        |
| MLP Poznań West II Sp. z o.o.                                                          | claims of Aareal Bank AG under the credit facility of<br>28 April 2023 granted to MLP Poznań West II Sp. z<br>o.o.;                                                                                                                                                                              | EUR 95,250<br>thousand         |
| MLP Poznań II Sp. z o.o.                                                               | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                               | EUR 40,315<br>thousand         |
|                                                                                        |                                                                                                                                                                                                                                                                                                  |                                |

| Financial pledges on shares: |                                                                                                                                                                                                                                                                                                                                 |                                                       |
|------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|
| Type of security interest    | Secured claims                                                                                                                                                                                                                                                                                                                  | Amount of<br>security interest                        |
| MLP Pruszków I Sp. z o.o.    | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków I Sp. z o.o.                                                                 | three financial<br>pledges EUR<br>140,895<br>thousand |
| MLP Pruszków III Sp. z o.o.  | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków III Sp. z o.o.                                                               | three financial<br>pledges EUR<br>140,895<br>thousand |
| MLP Pruszków V Sp. z o.o.    | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o.                                                                                                                                                                                                         | EUR 17,409<br>thousand                                |
| MLP Pruszków V Sp. z o.o.    | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o.                                                                                                                                                                                                         | EUR 11,577<br>thousand                                |
| MLP Pruszków V Sp. z o.o.    | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o.                                                                                                                                                                                                         | EUR 32,250<br>thousand                                |
| MLP Gliwice Sp. z o.o.       | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility A granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges of<br>up to EUR 49,719<br>thousand       |
| MLP Gliwice Sp. z o.o.       | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility B granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges of<br>up to EUR 5,344<br>thousand        |
| MLP Gliwice Sp. z o.o.       | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Hedging Documents executed under the credit<br>facility agreement of 9 April 2021; claims against<br>each of the companies are secured with a separate<br>pledge | four pledges of<br>up to EUR 9,250<br>thousand        |
| MLP Gliwice Sp. z o.o.       | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility A<br>granted under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                      | four pledges of<br>up to EUR 49,719<br>thousand       |

| MLP Gliwice Sp. z o.o.        | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility B granted<br>under the credit facility agreement of 9 April 2021;<br>claims against each of the companies are secured<br>with a separate pledge                      | four pledges of<br>up to EUR 5,344<br>thousand  |
|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------|
| MLP Gliwice Sp. z o.o.        | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Hedging Documents<br>executed under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                     | four pledges of<br>up to EUR 9,250<br>thousand  |
| MLP Wrocław Sp. z o.o.        | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility A granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges of<br>up to EUR 49,719<br>thousand |
| MLP Wrocław Sp. z o.o.        | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility B granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges of<br>up to EUR 5,344<br>thousand  |
| MLP Wrocław Sp. z o.o.        | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Hedging Documents executed under the credit<br>facility agreement of 9 April 2021; claims against<br>each of the companies are secured with a separate<br>pledge | four pledges of<br>up to EUR 9,250<br>thousand  |
| MLP Wrocław Sp. z o.o.        | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility A<br>granted under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                      | four pledges of<br>up to EUR 49,719<br>thousand |
| MLP Wrocław Sp. z o.o.        | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility B granted<br>under the credit facility agreement of 9 April 2021;<br>claims against each of the companies are secured<br>with a separate pledge                      | four pledges of<br>up to EUR 5,344<br>thousand  |
| MLP Wrocław Sp. z o.o.        | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Hedging Documents<br>executed under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                     | four pledges of<br>up to EUR 9,250<br>thousand  |
| MLP Poznań West II Sp. z o.o. | claims of Aareal Bank AG under the credit facility of<br>28 April 2023 granted to MLP Poznań West II Sp. z<br>o.o.; (Tranche 1 of the investment credit facility);                                                                                                                                                              | EUR 95,250<br>thousand                          |

| MLP Poznań West II Sp. z o.o. | claims of Aareal Bank AG under the credit facility of<br>28 April 2023 granted to MLP Poznań West II Sp. z<br>o.o.; (Tranche 2 of the investment credit facility); | EUR 95,250<br>thousand             |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|
| MLP Poznań II Sp. z o.o.      | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o. | two pledges EUR<br>40,315 thousand |

| Registered pledges on shares: |                                                                                                                                                                                                                                                                                                  |                         |
|-------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------|
| MLP Teresin Sp. z o.o.        | claims of BNP Paribas Bank Polska S.A. and PKO BP<br>S.A. under the credit facility of 9 April 2021 granted<br>to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o.,<br>MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.;<br>pledge created in favour of BNP Paribas as the<br>pledge administrator | EUR 147,127<br>thousand |
| MLP Lublin Sp. z o.o.         | claims of BNP Paribas Bank Polska S.A. and PKO BP<br>S.A. under the credit facility of 9 April 2021 granted<br>to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o.,<br>MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.;<br>pledge created in favour of BNP Paribas as the<br>pledge administrator | EUR 147,127<br>thousand |
| MLP Pruszków III Sp. z o.o.   | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków III Sp. z o.o.                                | EUR 140,895<br>thousand |
| MLP Pruszków IV Sp. z o.o.    | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków IV Sp. z o.o.                                 | EUR 140,895<br>thousand |
| MLP Poznań Sp. z o.o.         | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                               | EUR 40,315<br>thousand  |
| MLP Poznań II Sp. z o.o.      | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                               | EUR 40,315<br>thousand  |

#### *Financial pledges on shares:*

| Type of security interest | Secured claims                                                                                                                                                                                                                                                                                                                  | Amount of<br>security interest               |
|---------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|
| MLP Teresin Sp. z o.o.    | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility A granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges,<br>EUR 49,719<br>thousand each |
| MLP Teresin Sp. z o.o.    | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility B granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges,<br>EUR 5,344<br>thousand each  |
| MLP Teresin Sp. z o.o.    | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Hedging Documents executed under the credit<br>facility agreement of 9 April 2021; claims against<br>each of the companies are secured with a separate<br>pledge | four pledges,<br>EUR 9,250<br>thousand each  |
| MLP Teresin Sp. z o.o.    | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility A<br>granted under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                      | four pledges,<br>EUR 49,719<br>thousand each |
| MLP Teresin Sp. z o.o.    | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility B granted<br>under the credit facility agreement of 9 April 2021;<br>claims against each of the companies are secured<br>with a separate pledge                      | four pledges,<br>EUR 5,344<br>thousand each  |
| MLP Teresin Sp. z o.o.    | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Hedging Documents<br>executed under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                     | four pledges,<br>EUR 9,250<br>thousand each  |
| MLP Lublin Sp. z o.o.     | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility A granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges,<br>EUR 49,719<br>thousand each |
| MLP Lublin Sp. z o.o.     | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility B granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge     | four pledges,<br>EUR 5,344<br>thousand each  |
| MLP Lublin Sp. z o.o.     | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Hedging Documents executed under the credit<br>facility agreement of 9 April 2021; claims against<br>each of the companies are secured with a separate<br>pledge | four pledges,<br>EUR 9,250<br>thousand each  |

| MLP Lublin Sp. z o.o.         | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility A<br>granted under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                  | four pledges,<br>EUR 49,719<br>thousand each   |
|-------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------|
| MLP Lublin Sp. z o.o.         | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility B granted<br>under the credit facility agreement of 9 April 2021;<br>claims against each of the companies are secured<br>with a separate pledge                  | four pledges,<br>EUR 5,344<br>thousand each    |
| MLP Lublin Sp. z o.o.         | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Hedging Documents<br>executed under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                 | four pledges,<br>EUR 9,250<br>thousand each    |
| MLP Pruszków III Sp. z o.o.   | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków III Sp. z o.o.                                                           | three pledges,<br>EUR 140,895<br>thousand each |
| MLP Pruszków IV Sp. z o.o.    | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków IV Sp. z o.o.                                                            | three pledges,<br>EUR 140,895<br>thousand each |
| MLP Poznań Sp. z o.o.         | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                                                          | two pledges EUR<br>40,315 thousand             |
| MLP Poznań II Sp. z o.o.      | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                                                          | two pledges EUR<br>40,315 thousand             |
| Registered pledges on shares: |                                                                                                                                                                                                                                                                                                                             |                                                |
| MLP Poznań II Sp. z o.o.      | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                                                          | EUR 40,315<br>thousand                         |
| MLP Lublin Sp. z o.o.         | claims of BNP Paribas Bank Polska S.A. and PKO BP<br>S.A. under the credit facility of 9 April 2021 granted<br>to MLP Wrocław Sp. z o.o., MLP Teresin Sp. z o.o.,<br>MLP Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o.;<br>pledge created in favour of BNP Paribas as the<br>pledge administrator                            | EUR 147,127<br>thousand                        |
| Financial pledges on shares:  |                                                                                                                                                                                                                                                                                                                             |                                                |
| MLP Poznań II Sp. z o.o.      | claims of ING Bank Śląski S.A. under the credit<br>facility of 26 April 2024 granted to MLP Poznań II Sp.<br>z<br>o.o.<br>and<br>MLP<br>Poznań<br>Sp.<br>z<br>o.o.                                                                                                                                                          | EUR 40,315<br>thousand                         |
| MLP Lublin Sp. z o.o.         | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility A granted under the credit facility<br>agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge | four pledges,<br>EUR 49,719<br>thousand each   |
| MLP Lublin Sp. z o.o.         | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Credit Facility B granted under the credit facility                                                                                                          | four pledges,<br>EUR 5,344<br>thousand each    |

|                       | agreement of 9 April 2021; claims against each of<br>the companies are secured with a separate pledge                                                                                                                                                                                                                           |                                              |
|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|
| MLP Lublin Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. against MLP<br>Wrocław Sp. z o.o., MLP Teresin Sp. z o.o., MLP<br>Lublin Sp. z o.o. and MLP Gliwice Sp. z o.o. under<br>Hedging Documents executed under the credit<br>facility agreement of 9 April 2021; claims against<br>each of the companies are secured with a separate<br>pledge | four pledges,<br>EUR 9,250<br>thousand each  |
| MLP Lublin Sp. z o.o. | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility A<br>granted under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                      | four pledges,<br>EUR 49,719<br>thousand each |
| MLP Lublin Sp. z o.o. | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Credit Facility B granted<br>under the credit facility agreement of 9 April 2021;<br>claims against each of the companies are secured<br>with a separate pledge                      | four pledges,<br>EUR 5,344<br>thousand each  |
| MLP Lublin Sp. z o.o. | claims of PKO BP S.A. against MLP Wrocław Sp. z<br>o.o., MLP Teresin Sp. z o.o., MLP Lublin Sp. z o.o. and<br>MLP Gliwice Sp. z o.o. under Hedging Documents<br>executed under the credit facility agreement of 9<br>April 2021; claims against each of the companies are<br>secured with a separate pledge                     | four pledges,<br>EUR 9,250<br>thousand each  |

### **Security interests in MLP Pruszków II Sp. z o.o.'s shares in the following companies:**

| Type of security interest    | Secured claims                                                                                                                                                                                                                                                    | Amount of<br>security interest                 |
|------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------|
| MLP Pruszków III Sp. z o.o.  | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków III Sp. z o.o. | EUR 140,895<br>thousand                        |
| MLP Pruszków IV Sp. z o.o.   | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków IV Sp. z o.o.  | EUR 140,895<br>thousand                        |
| MLP Pruszków V Sp. z o.o.    | claim of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o. and the amendment of 30 August 2024                                                                                                        | EUR 61,237<br>thousand                         |
| Financial pledges on shares: |                                                                                                                                                                                                                                                                   |                                                |
| MLP Pruszków III Sp. z o.o.  | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka<br>Akcyjna) Polish Branch under the credit facility of 9<br>May 2019 granted to MLP Pruszków III Sp. z o.o. | three pledges,<br>EUR 140,895<br>thousand each |
| MLP Pruszków IV Sp. z o.o.   | claims of ING Bank Śląski S.A., Powszechna Kasa<br>Oszczędności Bank Polski S.A. and Industrial and<br>Commercial Bank of China (Europe) S.A. (Spółka                                                                                                             | three pledges,<br>PLN 140,895<br>thousand each |

#### *Registered pledges on shares:*

|                           | Akcyjna) Polish Branch under the credit facility of 9                                                                                                       |                        |
|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|
|                           | May 2019 granted to MLP Pruszków IV Sp. z o.o.                                                                                                              |                        |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o. and the amendment of 30 August 2024 | PLN 32,250<br>thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o.                                     | EUR 17,409<br>thousand |
| MLP Pruszków V Sp. z o.o. | claims of BNP Paribas Bank Polska S.A. under the<br>credit facility of 7 November 2019 for MLP Pruszków<br>V Sp. z o.o.                                     | EUR 11,577<br>thousand |

### <span id="page-114-0"></span>**28.3. Pledges on cash receivables and on a set of rights and movables**

In connection with a new credit facility agreement signed on 9 May 2019 by MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o. and MLP Pruszków IV Sp. z o.o. with ING Bank Śląski S.A., PKO BP S.A. and ICBC (Europe) S.A. Polish Branch, in May 2019 financial pledges were created, and registered pledges were created and recorded in the pledge register, over bank accounts of MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o. and MLP Pruszków IV, and pledges were created over a set of movables and rights representing an organised whole of MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o. and MLP Pruszków IV, for up to the maximum amount secured of EUR 140,895 thousand.

### **In connection with the credit facility agreement between MLP Pruszków V Sp. z o.o. and BNP Paribas Bank Polska S.A., on 7 November 2019 the following pledges were created:**

- **°** 11 registered pledges over bank account balances of up to EUR 61,237 thousand
- **°** 11 registered pledges over bank account balances of up to EUR 32,250 thousand
- **°** 11 financial pledges over bank account balances of up to EUR 17,409 thousand
- **°** 11 financial pledges over bank account balances of up to EUR 11,577 thousand
- **°** registered pledge over a set of movables and rights for up to EUR 61,237 thousand
- **In connection with the credit facility agreement between MLP Wrocław Sp. z o.o. and the banks BNP Paribas Bank Polska S.A. and PKO BP S.A., on 9 April 2021 the following pledges were created:**
	- **°** registered pledge over a set of movables and rights for up to EUR 147,127 thousand
	- **°** ten registered pledges over bank account balances of up to EUR 147,127 thousand
	- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 49,719 thousand
	- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 49,719 thousand
	- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 5,344 thousand
	- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 5,344 thousand
	- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 9,250 thousand four financial pledges in favour of PKO BP over bank account balances of up to EUR 9,250 thousand

### **In connection with the credit facility agreement between MLP Gliwice Sp. z o.o. and the banks BNP Paribas Bank Polska S.A. and PKO BP S.A., on 9 April 2021 the following pledges were created:**

- **°** registered pledge over a set of movables and rights for up to EUR 147,127 thousand
- **°** ten registered pledges over bank account balances of up to EUR 147,127 thousand
- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 49,719 thousand
- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 49,719 thousand
- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 5,344 thousand
- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 5,344 thousand
- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 9,250 thousand
- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 9,250 thousand
- **In connection with the credit facility agreement between MLP Lublin Sp. z o.o. and the banks BNP Paribas Bank Polska S.A. and PKO BP S.A., on 9 April 2021 the following pledges were created:**
	- **°** registered pledge over a set of movables and rights for up to EUR 147,127 thousand
	- **°** ten registered pledges over bank account balances of up to EUR 147,127 thousand
	- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 49,719 thousand
	- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 49,719 thousand
	- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 5,344 thousand
	- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 5,344 thousand
	- **°** four financial pledges in favour of BNP Paribas over bank account balances of up to EUR 9,250 thousand
	- **°** four financial pledges in favour of PKO BP over bank account balances of up to EUR 9,250 thousand
- **In connection with the credit facility agreement between MLP Poznań West II Sp. z o.o. and Aareal Bank AG, on 28 April 2023 the following pledges were created:**
	- **°** registered pledge over a set of movables and rights for up to EUR 95,250 thousand
	- **°** 9 registered pledges over bank account balances of up to EUR 95,250 thousand
	- **°** 18 financial pledges over bank account balances to secure claims under the credit facility agreement
- **In connection with the credit facility agreement of 24 April 2024 between MLP Poznań sp. z o.o., MLP Poznań II Sp. z o.o. and ING Bank Śląski S.A., the following pledges were created:**
	- **°** 11 registered pledges over MLP Poznań II's bank account balances of up to EUR 40,315 thousand
	- **°** 22 financial pledges over bank accounts balances of up to the maximum secured amount of EUR 40,315 thousand
	- **°** 13 registered pledges over MLP Poznań's bank account balances of up to EUR 40,315 thousand
	- **°** 26 financial pledges over MLP Poznań's bank accounts balances of up to the maximum secured amount of EUR 40,315 thousand

### <span id="page-115-0"></span>**28.4. Sureties**

On 16 September 2021, MLP Group S.A. provided an up to EUR 7,125,000.00 surety in the form of a corporate guarantee in favour of Bayerishe Landesbank to secure the latter's claims against MLP Logistic Park Germany I sp. z o.o. & Co. KG under the credit facility agreement of 16 September 2021.

On 14 January 2022, MLP Group S.A. provided an up to PLN 1,800,000 surety to MLP Łódź II Sp. z o.o. to secure fulfilment by the latter of its project developer commitments under a road redevelopment agreement with the City of Łódź.

On 20 February 2023, MLP Group S.A. issued a guarantee of up to PLN 5,000,000 to support MLP Wrocław West Sp. z o.o. (as the project developer) in connection with a road construction contract concluded by the latter with the Kąty Wrocławskie Municipality.

On 26 April 2024, MLP Group S.A. provided a surety (corporate guarantee) for a maximum amount of EUR 5,220,000.00 (VAT exclusive) to the general contractor GOLDBECK Rhomberg GmbH of Vienna to secure the liabilities of MLP Business Park Wien GmbH of Vienna related to the payment for the general contractor's services; On 27 June 2024, MLP Group S.A. provided a surety for a maximum amount of EUR 1,408,744.38 to PKO Bank Polski SA Niederlassung Deutschland (PKO BP) to secure liabilities of MLP Business Park Gelsenkirchen Sp. z o.o. & Co. KG (Germany) towards PKO BP as a guarantor under guarantee/surety No. 12953020004104 of 27 June 2024, issued under German law by PKO BP on behalf of MLP Gelsenkirchen. In addition, MLP Group S.A. is required to provide a notarised consent to enforcement under Art. 777.1.5 of the Code of Civil Procedure to secure liabilities under the surety.

On 22 July 2024, MLP Group S.A. provided a surety for a maximum amount of PLN 15,046,353.90 to Santander Bank Polska S.A. (Santander) to secure the liabilities of MLP Łódź II Sp. z o.o. towards Santander as a guarantor under bank guarantee No K00992/24 of 23 July 2024 issued by Santander on behalf of MLP Łódź II; Sureties totalling up to EUR 62,676 thousand until the date of receipt by the Buyer of the insurance policy covering the matters related to the surety, but no later than 31 October 2015.

### **28.5. Other security interests**

<span id="page-116-0"></span>On 9 May 2019, MLP Pruszków I Sp. z o.o., MLP Pruszków III Sp. z o.o. and MLP Pruszków IV Sp. z o.o. entered into a credit facility agreement with ING Bank Śląski S.A., Powszechna Kasa Oszczędności Bank Polski S.A. and Industrial and Commercial Bank of China (Europe) S.A. Spółka Akcyjna Oddział w Polsce (Polish Branch), whereby the following security interests were created in favour of ING Bank Śląski S.A. as the security agent:

- ° power of attorney over all accounts of each of the borrowers and power to issue instructions to block the accounts,
- ° notarised consent to enforcement by each borrower,
- ° loan subordination agreement,
- ° assignment of rights under insurance policies,
- ° assignment of rights under assignment agreement,
- ° assignment of rights under each borrower's lease contracts,
- ° assignment of rights under guarantees provided by each borrower's tenants,
- ° assignment of rights under subordinated loans,
- ° assignment of rights under each borrower's future debt claims.

On 7 November 2019, MLP Pruszków V Sp. z o.o. entered into a credit facility agreement with BNP Paribas Bank Polska S.A., whereby the following security interests were created in favour of BNP Paribas Bank Polski S.A.:

- ° power of attorney to all accounts of the borrower,
- ° assignment of rights under assignment agreement,
- ° registered pledges and financial pledges over receivables for payment of funds from each of the borrower's bank accounts,
- ° registered pledges and financial pledges over all shares in the borrower's share capital,
- ° registered pledge over a set of borrower's movables and rights,
- ° notarised consent to enforcement by the borrower,
- ° notarised consent to enforcement by each shareholder in the borrower,
- ° subordination of claims under subordination agreement,
- ° sponsor commitments under letters of comfort.

Other security interests created in favour of BNP Paribas Bank Polska S.A. as the security agent and PKO BP S.A. under the credit facility agreement with MLP Lublin Sp. z o.o., MLP Gliwice Sp. z o.o., MLP Teresin Sp. z o.o. and MLP Wrocław Sp. z o.o.:

- ° power of attorney to manage all of the borrowers' bank accounts and hold on accounts,
- ° assignment by way of security under assignment agreement,
- ° Notarised consent to enforcement by each borrower,
- ° subordination of claims under subordination agreement,
- ° deposit held in debt service account,
- ° commitments of the MLP Group S.A. as the sponsor under the letter of comfort with MLP Wrocław Sp. z o.o.

Other security interests created in favour of Bayerische Landesbank under the credit facility agreement with MLP Logistic Park Germany I Sp. z o.o. & Co. KG:

- ° assignment of any rights and claims of the borrower arising on the sale of the property financed with the facility,
- ° assignment of rights under secured lease contracts,
- ° assignment of rights under secured construction contracts,
- ° assignment of input VAT receivable,
- ° subordination of claims under subordination agreement,
- ° up to EUR 7,125,000.00 corporate guarantee provided by MLP Group S.A. to secure claims under the credit facility agreement.

Other security interests created in favour of Bayerische Landesbank under the credit facility agreement with MLP Business Park Berlin I Sp. z o.o. & Co. KG:

- ° assignment of any rights and claims of the borrower arising on the sale of the property financed with the facility,
- ° assignment of rights under lease contracts,
- ° notarised consent to enforcement,
- ° subordination of claims under subordination agreement,

Other security interests created in favour of Aareal Bank AG under the facility agreement with MLP Poznań West II Sp. z o.o.:

- ° Assignment of monetary claims under insurance contracts in respect of real property under construction and after its completion (throughout the lending period),
- ° Assignment of cash receivables under lease contracts,
- ° Assignment of cash receivables under guarantees issued to the borrower as security for lease contracts,
- ° Assignment of cash receivables under a management contract concluded with MLP Group S.A. or another entity,
- ° Assignment of claims under the contract/s concluded with the general contractor and assignment of cash receivables under the performance note,
- ° Notarised consent to enforcement by the borrower and each of its shareholders,
- ° Power of attorney to manage all bank accounts and hold on accounts,
- ° Payment into the bank's account of cash collateral to secure repayment of the facility,
- ° Assignment of cash receivables under insurance policy for loss of profit before tax by the borrower,
- ° subordination of claims under subordination agreement,
- ° sponsor's commitment under the Letter of Comfort for cost overruns in the construction of Building A1.1,
- ° duty of care agreement for property management.

Other security interests created in favour of ING Bank Śląski S.A. under the credit facility agreement of 26 April 2024 signed by MLP Poznań Sp. z o.o. and MLP Poznań II Sp. z o.o.:

- ° powers of attorney over the borrowers' bank accounts and holds on the borrowers' bank accounts, in accordance with the hold instruction;
- ° assignment of rights under assignment agreement,
- ° registered pledges and financial pledges over receivables for payment of funds from each of the borrowers' bank accounts,
- ° registered pledges and financial pledges over all shares in the borrowers' share capital,
- ° registered pledge over a set of borrowers' movables and rights,
- ° notarised consent to enforcement by the borrowers,
- ° notarised consent to enforcement by each shareholder in the borrowers,
- ° assignment of rights under insurance policies, lease contracts, and construction contracts with security under the assignment agreement;
- ° subordination of claims and assignment under the subordination agreement.
- ° sponsor's commitment under the letter of comfort for cost overruns in the construction of Building B by MLP Poznań Sp. z o.o.

### <span id="page-118-0"></span>**29. Related-party transactions**

### **29.1. Trade and other receivables and payables**

<span id="page-118-1"></span>The balances of trade and other receivables and payables from related-party transactions as at 31 December 2024 were as follows:

|                                                                              | Trade and<br>other<br>receivables | Trade and<br>other<br>payables1) |
|------------------------------------------------------------------------------|-----------------------------------|----------------------------------|
| Parent                                                                       |                                   |                                  |
| The Israel Land Development Company Ltd.                                     | 5                                 | -                                |
| Other related parties<br>Fenix Polska sp. z o.o.<br>Key management personnel | 4                                 | -                                |
| MPI Services Sp. z o.o.                                                      | -                                 | 54                               |
| Agnieszka Góźdź                                                              | -                                 | -                                |
| RTK Consulting                                                               | -                                 | -                                |
| Total                                                                        | 9                                 | 54                               |

The balances of trade and other receivables and payables from related-party transactions as at 31 December 2023 were as follows:

|                                          | Trade and<br>other<br>receivables | Trade and<br>other<br>payables1) |
|------------------------------------------|-----------------------------------|----------------------------------|
| Parent                                   |                                   |                                  |
| The Israel Land Development Company Ltd. | 23                                | -                                |
| Key management personnel                 |                                   |                                  |
| DG Monika Dobosz                         | -                                 | 14                               |
| Total                                    | 23                                | 14                               |

1) Trade and other payables do not include the remuneration of key management personnel, which is disclosed in Note 30.

### <span id="page-119-0"></span>**29.2. Loans and non-bank borrowings**

Below are presented the balances of loans to and borrowings from related parties as at 31 December 2024:

|                                                       | Loans  | Borrowings |
|-------------------------------------------------------|--------|------------|
| Other related parties                                 |        |            |
| Fenix Polska Sp. z o.o.                               | 17,433 | (17,097)   |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 121    | -          |
| Total                                                 | 17,554 | (17,097)   |

Below are presented the balances of loans to and borrowings from related parties as at 31 December 2023.

|                                                       | Loans  | Borrowings |
|-------------------------------------------------------|--------|------------|
| Other related parties                                 |        |            |
| Fenix Polska Sp. z o.o.                               | 16,819 | (16,952)   |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 103    | -          |
| Total                                                 | 16,922 | (16,952)   |
|                                                       |        |            |

### <span id="page-119-1"></span>**29.3. Income and expenses**

Below are presented income and expenses under related-party transactions for the year ended 31 December 2024:

|                                                          | Revenue | Purchase of<br>services<br>and cost of<br>wages and<br>salaries | Interest<br>income | Interest expense |
|----------------------------------------------------------|---------|-----------------------------------------------------------------|--------------------|------------------|
| Parent                                                   |         |                                                                 |                    |                  |
| The Israel Land Development Company Ltd.                 | 177     | -                                                               | -                  | -                |
|                                                          | 177     | -                                                               | -                  | -                |
| Other related parties                                    |         |                                                                 |                    |                  |
| Fenix Polska Sp. z o.o.                                  | 6       | -                                                               | 723                | -                |
| MLP FIN Spółka z ograniczoną<br>odpowiedzialnością Sp.k. | 5       | -                                                               | 7                  | -                |
|                                                          | 11      | -                                                               | 730                | -                |
| Key management personnel                                 |         |                                                                 |                    |                  |
| Radosław T. Krochta                                      | -       | (3,531)                                                         | -                  | -                |
| Michael Shapiro                                          | -       | (1,985)                                                         | -                  | -                |
| Tomasz Zabost                                            | -       | (93)                                                            | -                  | -                |
| Agnieszka Góźdź                                          | -       | (1,973)                                                         | -                  | -                |
| Monika Dobosz                                            | -       | (738)                                                           | -                  | -                |
| Marcin Dobieszewski                                      | -       | (776)                                                           | -                  | -                |
| Other key management personnel                           | -       | (2,367)                                                         | -                  | -                |
|                                                          | -       | (11,463)                                                        | -                  | -                |
|                                                          |         |                                                                 |                    |                  |
| Total                                                    | 188     | (11,463)                                                        | 730                | -                |

Below are presented income and expenses under related-party transactions for the period ended 31 December 2023.

|                                                       | Revenue | Purchase of<br>services<br>and cost of<br>wages and<br>salaries | Interest<br>income | Interest<br>expense |
|-------------------------------------------------------|---------|-----------------------------------------------------------------|--------------------|---------------------|
| Parent                                                |         |                                                                 |                    |                     |
| The Israel Land Development Company Ltd.              | 3       | -                                                               | -                  | -                   |
|                                                       | 3       | -                                                               | -                  | -                   |
| Other related parties                                 |         |                                                                 |                    |                     |
| Fenix Polska Sp. z o.o.                               | 6       | -                                                               | 764                | (782)               |
| MLP FIN Spółka z ograniczoną odpowiedzialnością Sp.k. | 5       | -                                                               | 7                  | -                   |
|                                                       | 11      | -                                                               | 771                | (782)               |
| Key management personnel                              |         |                                                                 |                    |                     |
| Radosław T. Krochta                                   | -       | (974)                                                           | -                  | -                   |
| Michael Shapiro                                       | -       | (544)                                                           | -                  | -                   |
| Tomasz Zabost                                         | -       | (558)                                                           | -                  | -                   |
| Marcin Dobieszewski                                   | -       | (545)                                                           | -                  | -                   |
| Monika Dobosz                                         | -       | (545)                                                           | -                  | -                   |
| Agnieszka Góźdź                                       | -       | (747)                                                           | -                  | -                   |
| Other key management personnel                        | -       | (2,185)                                                         | -                  | -                   |
|                                                       | -       | (6,098)                                                         | -                  | -                   |
| Total                                                 | 14      | (6,098)                                                         | 771                | (782)               |

Fenix Polska Sp. z o.o. is related to the Group through Cajamarca Holland B.V., which as at held 100% of shares in Fenix Polska Sp. z o.o. and 42.69% of the Group's share capital.

### <span id="page-120-0"></span>**30. Significant litigation and disputes**

### **30.1. CreditForce Holding B.V.**

<span id="page-120-1"></span>On 19 February 2024, the Regional Court in Warsaw issued a decision to discontinue proceedings in the case brought by MLP Sp. z o.o. sp. SKA ( formerly MLP Tychy Sp. z o.o.) against European Bakeries Sp. z o.o. and CreditForce Holding B.V. with respect to the defendant CreditForce Holding B.V. of Houten (the Netherlands).

### <span id="page-120-2"></span>**30.2. Pruszków District Governor (***starosta***)**

In 2012-2014, MLP Pruszków I Sp. z o.o., MLP Pruszków II Sp. z o.o. and MLP Pruszków III received decisions concerning change of perpetual usufruct charge. According to the decisions, as at 31 December 2024 the total amount potentially due was PLN 37,510 thousand. The management board of the companies does not accept the amount of the charge, and therefore the case was referred to the court. The District Governor did not take into account the expenses incurred by the companies.

In previous years and the reporting period, the Group recognised a provision of PLN 11,610 thousand for potential claims by Pruszków District Governor related to changes in the perpetual usufruct charge.

### <span id="page-121-0"></span>**31. Significant events during and subsequent to the reporting period**

- On 9 October 2024, the Group issued bonds with a total nominal value of EUR 300,000,000 (three hundred million euros). On the same day, the bonds were listed on the Official List of the Luxembourg Stock Exchange (the "Stock Exchange") and admitted and introduced trading in the alternative trading system Euro MTF operated by the Stock Exchange.
- On October 23, 2024, MLP Łódź II sp. z o.o. submitted a statement of voluntary submission to enforcement in favor of Santander Bank Polska S.A. as the guarantor, up to the amount of PLN 7,523,176.94, to secure the bank's claims related to bank guarantee No. K00992/24 dated July 23, 2024, issued at the request of MLP Łódź II sp. z o.o. for PGE Dystrybucja S.A., headquartered in Lublin, as the beneficiary.
- On 25 October 2024, credit facilities provided by mBank S.A. (mBank) to MLP Pruszków VI Sp. z o.o. were prepaid in full. As a result, the security created to secure mBank's claims under (i) the credit facility agreement of 6 September 2023 and the master agreement and IRS hedging contracts expired, and on 28 October 2024 the bank issued a notice confirming the release of all security.
- On 25 October 2024, credit facilities provided by BNP Paribas Bank Polska S.A. (BNP) to MLP Czeladź Sp. z o.o. were prepaid in full. As a result, the security created to secure BNP's claims under (i) the credit facility agreement of 29 March 2023 and the master agreement and IRS hedging contracts expired, and on 28 October 2024 the bank issued a notice confirming the release of all security
- On 25 October 2024, credit facilities provided by Santander Bank Polska S.A. (Santander) to MLP Łódź II Sp. z o.o. were prepaid in full. As a result, the security created to secure Santander's claims under (i) the credit facility agreement of 30 December 2022 and the master agreement and IRS hedging contracts expired, and on 28 October 2024 the bank issued a notice confirming the release of all security.
- On 29 October 2024, credit facilities provided by Bank Polska Kasa Opieki S.A. (Pekao) to MLP Pruszków II Sp. z o.o. were prepaid in full. As a result, the security created to secure Santander's claims under (i) the credit facility agreement of 23 July 2021 and the master agreement and IRS hedging contracts expired, and on 29 October 2024 the bank issued a notice confirming the release of all security.
- On 31 October 2024, the credit facility provided by OTP Bank Romania SA (Banca Transilvania SA) of Romania (OTP) to MLP Bucharest West SRL of Bucharest (Romania) was prepaid in full. As a result, the security created to secure OTP's claims under (i) the credit facility agreement of 23 September 2021 and the master agreement and IRS hedging contracts expired.
- In January 2025, two joint contractual mortgages, up to the amounts of PLN 6,000,000 and PLN 6,036,000, respectively, were removed from the land and mortgage register. These mortgages had been established in favor of BNP Paribas Bank Polska S.A. (BNP) to secure BNP's claims under the loan agreement concluded by MLP Pruszków V sp. z o.o. on November 7, 2019. Additionally, a new joint contractual mortgage in favor of BNP, up to the amount of PLN 12,000,000, was registered to secure hedging transactions.
- On February 14, 2025, MLP Group S.A. provided a surety (corporate guarantee) up to a maximum amount of EUR 1,000,000 for the tenant Sarantis Polska S.A., headquartered in Piaseczno, to secure the obligations of MLP Pruszków VI sp. z o.o. as the landlord under the lease agreement concluded on February 14, 2025. The surety is granted for a period no later than December 15, 2027.

In the period from the end of the reporting period to the date of authorisation of these consolidated financial statements for issue, no events occurred which should have been but were not reflected in the accounting books of the reporting period and the consolidated financial statements of the Group.

### <span id="page-122-0"></span>**31.1. Impact of the political and economic situation in Ukraine on the operations of the MLP Group S.A. Group**

Due to the amount of trade with Russia and the reliance of EU countries on natural resources such as gas, crude oil, and food exports from Russia and Ukraine, the sanctions imposed and Russia's response have had a significant impact on the global economy. These actions have caused changes in the direction of the flow of raw materials and products, particularly by limiting the exchange of goods with Russia and Belarus and restricting transit between Europe and Asia via Russia, Belarus, and Ukraine. These developments are also driving changes in the logistics industry. The war in Ukraine indirectly affects GDP dynamics, including in Poland, the inflation rate, interest rates, and expectations regarding their changes, which influence consumer and business behaviours, currency exchange rates, the unemployment rate, average and median wages and incomes, as well as the fiscal and monetary policy of the European Union, including the countries where the Group's companies operate.

The Group continuously monitors the situation and the impact of the war in Ukraine on its operations and individual projects, including long-term plans. The primary focus is on tracking key tenants (in terms of leased space and rental income) and information published regarding the war's impact on these entities. However, these tenants have not indicated any significant risks to their operations.

Retrospectively, the assessment of the war's impact on the Group's operations does not suggest that it has had or is having a significant negative effect on the Group's activities and financial results. However, the war in Ukraine has had an indirect impact (mainly in 2023, diminishing in 2024) on the following financial statement items:

- The increase in prices of crude oil, natural gas, and metals, as well as limited availability of Ukrainian workers for construction contractors;
- The reversal of the declining capitalization rate trend, which affected the valuation of investment properties as of December 31, 2023, and December 31, 2024, with a projected trend stabilization in 2025;
- The rise in interest rates in 2022-2023, which led to increased financial costs related to obtained financing, considering a downward trend (starting in the second half of 2024, a slow decline in EURIBOR, though slower than market forecasts).

The Group also monitors any potentially unfavorable military developments in Ukraine, which could lead to changes in logistics routes and negatively impact investor sentiment, particularly in Poland and Romania, where the Group operates.

### <span id="page-122-1"></span>**32. Variable remuneration and remuneration paid to members of management and supervisory bodies**

|                                             | for the year ended 31 December | 2024  | 2023  |
|---------------------------------------------|--------------------------------|-------|-------|
| Fixed remuneration of the Management Board: |                                |       |       |
| Radosław T. Krochta                         |                                | 953   | 974   |
| Michael Shapiro                             |                                | 662   | 544   |
| Tomasz Zabost**                             |                                | 93    | 558   |
| Marcin                                      |                                | 423   | 421   |
| Dobieszewski                                |                                |       |       |
| Monika Dobosz**                             |                                | 584   | 545   |
| Agnieszka Góźdź                             |                                | 650   | 545   |
|                                             |                                | 3,365 | 3,587 |

*\*\* For the period of service on the Management Board.*

| Provision for variable remuneration of the Management Board*: |  |
|---------------------------------------------------------------|--|
|---------------------------------------------------------------|--|

|                     | for the year ended 31 December | 2024  | 2023 |
|---------------------|--------------------------------|-------|------|
| Radosław T. Krochta |                                | 2,321 | -    |
| Michael Shapiro     |                                | 1,169 | -    |
| Tomasz Zabost       |                                | -     | -    |
| Marcin Dobieszewski |                                | 353   | 301  |
| Monika Dobosz       |                                | -     | -    |
| Agnieszka Góźdź     |                                | 1,169 | -    |
|                     |                                | 5,012 | 301  |

*\* Total provision for variable remuneration for services and under employment contracts.*

**Variable remuneration paid to the Management Board** 

|                                                                                 | for the year ended 31 December | 2024  | 2023   |
|---------------------------------------------------------------------------------|--------------------------------|-------|--------|
|                                                                                 |                                |       |        |
| Radosław T. Krochta                                                             |                                | 859   | 2,532  |
| Michael Shapiro                                                                 |                                | 515   | 1,201  |
| Tomasz Zabost                                                                   |                                | -     | 1,246  |
| Marcin Dobieszewski                                                             |                                | 281   | 833    |
| Monika Dobosz                                                                   |                                | 515   | 1,265  |
| Agnieszka Góźdź                                                                 |                                | 515   | 1,226  |
|                                                                                 |                                | 2,686 | 8,303  |
|                                                                                 | for the year ended 31 December | 2024  | 2023   |
| Remuneration of the Supervisory Board:                                          |                                |       |        |
| Remuneration and other benefits                                               |                                |       |        |
| Maciej Matusiak                                                                 |                                | 80    | 60     |
| Eytan Levy                                                                      |                                | 80    | 60     |
| Shimshon Marfogel                                                               |                                | 70    | 60     |
| Guy Shapira                                                                     |                                | 70    | 60     |
| Piotr Chajderowski,                                                             |                                | 80    | 60     |
| Oded Setter                                                                     |                                | 70    | 60     |
|                                                                                 |                                | 450   | 360    |
| Total remuneration paid to members of management and supervisory bodies         |                                | 6,502 | 12,250 |
|                                                                                 |                                |       |        |
|                                                                                 | for the year ended 31 December | 2024  | 2023   |
|                                                                                 |                                |       |        |
| Other key management personnel:                                                 |                                |       |        |
| <br>Remuneration and other benefits paid                                      |                                | 2,367 | 2,185  |
|                                                                                |                                | 2,367 | 2,185  |
| Total remuneration paid to members of management and supervisory bodies and key |                                |       |        |
| management personnel                                                            |                                | 8,869 | 14,435 |

The note presents remuneration of members of the management and supervisory bodies for discharging the responsibilities of Management or Supervisory Board members, as well as the costs of services provided to other companies in the Group, and other management personnel.

Apart from the transactions described in the note above, members of the Management Board, the Supervisory Board and the other management personnel did not receive any other benefits from any of the Group companies.

#### <span id="page-123-0"></span>**33. Employees**

|                                 | for the year ended 31 December | 2024 | 2023 |
|---------------------------------|--------------------------------|------|------|
| Average headcount in the period |                                | 48   | 50   |

### <span id="page-124-0"></span>**34. Information on the auditor**

|                                                                       | as at 31 December | 2024 | 2023 |
|-----------------------------------------------------------------------|-------------------|------|------|
| Audit of full-year financial statements*                              |                   | 105  | 134  |
| Audit of separate financial statements of subsidiaries                |                   | 340  | 255  |
| Review of the interim consolidated and separate financial statements* |                   | 40   | 40   |
| Audit and review of group procedures                                  |                   | 306  | 297  |
| Other permitted services                                              |                   | 250  | -    |

\*The amount is the fee for the review and audit of the separate and consolidated financial statements.

*Signed by the Management Board and the person responsible for keeping the accounting books with qualified digital signatures* 

*Pruszków, 18 March 2025*

![](_page_125_Picture_0.jpeg)

Conservative approach to growth in industrial assets in core urban areas in Europe

# Management **Board's Report**

On the activities of MLP Group S.A. Group for the 12 Months ended 31 December 2024

This document is a translation. Polish version prevails.

## **Contents**

|     | Authorisation by the MLP Group S.A. Management Board Management Board's Report on                 | 4  |
|-----|---------------------------------------------------------------------------------------------------|----|
|     | the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2024                |    |
|     | Introduction                                                                                      | 5  |
| 1.  | General information on the Group and MLP Group S.A.                                               | 6  |
| 1.1 | Structure of the Group                                                                            | 6  |
| 1.2 | Principal business of the Company and the Group                                                   | 8  |
| 1.3 | Selected Group financial data                                                                     | 11 |
| 1.4 | The Group's property portfolio                                                                    | 13 |
| 1.5 | Market, customers and suppliers                                                                   | 18 |
|     | 1.5.1<br>Structure of the Group's sales                                                           | 18 |
|     | 1.5.2<br>Key trading partners                                                                     | 19 |
| 2.  | Activities of the MLP Group S.A. Group                                                            | 20 |
| 2.1 | Activities of the MLP Group S.A. Group in 2024                                                    | 20 |
|     | 2.1.1<br>Projects started and projects completed                                                  | 20 |
|     | 2.1.2<br>Projects under construction or in the pipeline                                           | 20 |
|     | 2.1.3<br>Material agreements                                                                      | 21 |
|     | 2.1.4<br>Shareholder agreements                                                                   | 21 |
|     | 2.1.5<br>Partnership or cooperation agreements                                                    | 21 |
|     | 2.1.6<br>Related-party transactions                                                               | 21 |
|     | 2.1.7<br>Litigation                                                                               | 21 |
| 2.2 | Development of the Group and risk factors                                                         | 22 |
|     | 2.2.1<br>Key risk factors relevant to the development of the Group                                | 22 |
|     | 2.2.2<br>Business development prospects                                                           | 39 |
| 3.  | Financial position of the Group; management of financial resources                                | 42 |
| 3.1 | Key economic and financial data disclosed in the Group's consolidated financialstatementsfor 2024 | 42 |
|     | 3.1.1<br>Selected financial data from the consolidated statement of financial position            | 42 |
|     | 3.1.2<br>Selected financial data from the consolidated statement of profit or loss                | 52 |
|     | 3.1.3<br>Selected data from the consolidated statement of cash flows                              | 57 |
| 3.2 | Management Board's position on published forecasts                                                | 57 |
| 3.3 | Management of the Group's financial resources                                                     | 58 |
|     | 3.3.1<br>Profitability ratios                                                                     | 58 |
|     | 3.3.2<br>Liquidity ratios                                                                         | 59 |
|     | 3.3.3<br>Equity ratio                                                                             | 60 |
| 3.4 | Borrowings, notes, sureties and guarantees                                                        | 61 |
|     | 3.4.1<br>New and terminated non-bank borrowings                                                   | 61 |
|     | 3.4.2<br>New and terminated bank borrowings                                                       | 61 |
|     | 3.4.3<br>Notes                                                                                    | 62 |
|     | 3.4.4<br>Loans                                                                                    | 62 |
|     | 3.4.5<br>Sureties provided and received in 2024                                                   | 62 |
|     | 3.4.6<br>Guarantees provided and received                                                         | 63 |
| 3.5 | Feasibility of investment plans                                                                   | 63 |

| 3.6  | 63<br>Non-recurring factors and events with a bearing on the consolidated financial result for the 12<br>months ended 31 December 2024 |          |  |  |
|------|----------------------------------------------------------------------------------------------------------------------------------------|----------|--|--|
| 3.7  | Issue, redemption, cancellation and repayment of non-equity and equity securities                                                      |          |  |  |
| 3.8  | Material achievements and failures in the 12 months ended 31 December 2024<br>63                                                       |          |  |  |
| 3.9  | Seasonality and cyclicality                                                                                                            | 63       |  |  |
| 3.10 | Key intangible resources of the Group                                                                                                  | 63       |  |  |
| 4.   | Statement of compliance with corporate governance standards                                                                            | 64       |  |  |
| 4.1  | Share capital and shareholders                                                                                                         | 66       |  |  |
|      | 4.1.1<br>Shareholders                                                                                                                  | 66       |  |  |
|      | 4.1.2<br>Special rights of the Shareholders                                                                                            | 66       |  |  |
|      | 4.1.3<br>Restrictions on rights attached to shares                                                                                     | 66       |  |  |
| 4.2  | General Meeting                                                                                                                        | 67       |  |  |
| 4.3  | Rules for amending the Articles of Association                                                                                         | 68       |  |  |
| 4.4  | Management Board                                                                                                                       | 69       |  |  |
|      | 4.4.1<br>Powers and competencies of the Management Board                                                                               | 69       |  |  |
|      | 4.4.2<br>Operation of the Management Board                                                                                             | 70       |  |  |
|      | 4.4.3<br>Composition of the Management Board                                                                                           | 71       |  |  |
| 4.5  | Supervisory Board                                                                                                                      | 72       |  |  |
|      | 4.5.1<br>Powers and competencies of the Supervisory Board                                                                              | 72       |  |  |
|      | 4.5.2<br>Operation of the Supervisory Board<br>4.5.3<br>Composition of the Supervisory Board                                           | 73<br>74 |  |  |
|      | 4.5.4<br>Audit Committee                                                                                                               | 75       |  |  |
|      | 4.5.5<br>Key assumptions of the policy for selection and appointment of the audit firm                                                 | 76       |  |  |
| 4.6  | Remuneration and employment contracts of members of the Management Board of the Group<br>companies and of the Supervisory Board        | 77       |  |  |
|      | 4.6.1<br>Amount of remuneration, awards and benefits for members of the Management Board and the<br>Supervisory Board                  | 77       |  |  |
|      | 4.6.2<br>Agreements with members of the Management Board in case of resignation, dismissal                                             | 78       |  |  |
| 4.7  | Shares held by members of the Management Board and the Supervisory Board                                                               | 79       |  |  |
| 4.8  | Changes in the Company's and the Group's key business management policies                                                              | 79       |  |  |
| 4.9  | Internal control and risk management system<br>79                                                                                      |          |  |  |
| 4.10 | 81<br>Entity qualified to audit the financial statements                                                                               |          |  |  |

![](_page_127_Picture_2.jpeg)

# Authorisation by the MLP Group S.A. Management Board Management Board's Report on the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2024

This Management Board's report on the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2024 was prepared and authorised for issue by the Management Board of MLP Group S.A. on 18 March 2025.

*Signed with qualified electronic signature.*

*Pruszków, 18 March 2025*

![](_page_128_Picture_5.jpeg)

## Introduction

MLP Group S.A. (the "Company", the "Issuer", the "Parent") is the parent of the MLP Group S.A. Group (the "Group"). The Company is entered in the National Court Register maintained by the District Court for the Capital City of Warsaw, 14th Commercial Division of the National Court Register, under No. 0000053299. The Company's registered office is located at ul. 3-go Maja 8, 05-800 Pruszków, Poland.

The Company was established on 18 February 1995 (based on a deed of transformation) and was incorporated for an indefinite term.

The Parent and its subsidiaries are engaged in business activities that include the development, purchase, and sale of their own real estate, lease of own real estate, managing both residential and non-residential real estate, and offering general building construction services. The code of the principal business activity according to the Polish Classification of Business Activities (PKD) is: 7032Z, i.e. property management services.

The majority shareholder MLP Group S.A. is CAJAMARCA HOLLAND B.V. of the Netherlands, registered address: Locatellikade 1, 1076 AZ Amsterdam.

The Group's ultimate parent is The Israel Land Development Company Ltd. of Tel Aviv, Israel, whose shares are listed on the Tel Aviv Stock Exchange.

![](_page_129_Picture_7.jpeg)

## **1. General information on the Group and MLP Group S.A.**

### **1. 1 Structure of the Group**

As at 31 December 2024, the MLP Group S.A. Group comprised the following entities:

| No.      | Entity                                                     | Country of<br>registration | Parent's direct and<br>indirect interest in<br>equity | Parent's direct and<br>indirect interest in<br>voting rights |
|----------|------------------------------------------------------------|----------------------------|-------------------------------------------------------|--------------------------------------------------------------|
| 1        | MLP Pruszków I Sp. z o.o.                                  | Poland                     | 100%                                                  | 100%                                                         |
| 2        | MLP Pruszków II Sp. z o.o.                                 | Poland                     | 100%                                                  | 100%                                                         |
| 3        | MLP Pruszków III Sp. z o.o.                                | Poland                     | 100%                                                  | 100%                                                         |
| 4        | MLP Pruszków IV Sp. z o.o.                                 | Poland                     | 100%                                                  | 100%                                                         |
| 5        | MLP Poznań Sp. z o.o.                                      | Poland                     | 100%                                                  | 100%                                                         |
| 6        | MLP Lublin Sp. z o.o.                                      | Poland                     | 100%                                                  | 100%                                                         |
| 7        | MLP Poznań II Sp. z o.o.                                   | Poland                     | 100%                                                  | 100%                                                         |
| 8        | MLP Spółka z ograniczoną<br>odpowiedzialnością SKA         | Poland                     | 100%                                                  | 100%                                                         |
| 9        | Feniks Obrót Sp. z o.o.                                    | Poland                     | 100%                                                  | 100%                                                         |
| 10       | MLP Property Sp. z.o.o.                                    | Poland                     | 100%                                                  | 100%                                                         |
| 11       | MLP Bieruń Sp. z o.o.                                      | Poland                     | 100%                                                  | 100%                                                         |
| 12       | MLP Bieruń I Sp. z o.o.                                    | Poland                     | 100%                                                  | 100%                                                         |
| 13       | MLP Sp. z o.o.                                             | Poland                     | 100%                                                  | 100%                                                         |
| 14       | MLP Teresin Sp. z o.o.                                     | Poland                     | 100%                                                  | 100%                                                         |
| 15       | MLP Business Park Poznań Sp. z o.o.                        | Poland                     | 100%                                                  | 100%                                                         |
| 16       | MLP FIN Sp. z o.o.                                         | Poland                     | 100%                                                  | 100%                                                         |
| 17       | LOKAFOP 201 Sp. z o.o.                                     | Poland                     | 100%                                                  | 100%                                                         |
| 18       | LOKAFOP 201 Spółka z ograniczoną<br>odpowiedzialnością SKA | Poland                     | 100%                                                  | 100%                                                         |
| 19       | MLP Wrocław Sp. z o.o.                                     | Poland                     | 100%                                                  | 100%                                                         |
| 20       | MLP Gliwice Sp. z o.o.                                     | Poland                     | 100%                                                  | 100%                                                         |
| 21       | MLP Business Park Berlin I LP Sp. z o.o.                   | Poland                     | 100%                                                  | 100%                                                         |
| 22       | MLP Czeladź Sp z o.o.                                      | Poland                     | 100%                                                  | 100%                                                         |
| 23       | MLP Temp Sp. z o.o.                                        | Poland                     | 100%                                                  | 100%                                                         |
| 24       | MLP Dortmund LP Sp. z o.o.                                 | Poland                     | 100%                                                  | 100%                                                         |
| 25       | MLP Dortmund GP Sp. z o.o.                                 | Poland                     | 100%                                                  | 100%                                                         |
| 26       | MLP Logistic Park Germany I Sp. z o.o. & Co. KG            | Germany                    | 100%                                                  | 100%                                                         |
| 27       | MLP Poznań West II Sp. z o.o.                              | Poland                     | 100%                                                  | 100%                                                         |
| 28       | MLP Bucharest West Sp. z o.o.                              | Poland                     | 100%                                                  | 100%                                                         |
| 29       | MLP Bucharest West SRL                                     | Romania                    | 100%                                                  | 100%                                                         |
| 30       | MLP Teresin II Sp. z o.o.                                  | Poland                     | 100%                                                  | 100%                                                         |
| 31       | MLP Pruszków V Sp. z o.o.                                  | Poland                     | 100%                                                  | 100%                                                         |
| 32<br>33 | MLP Germany Management GmbH<br>MLP Wrocław West Sp. z o.o. | Germany<br>Poland          | 100%<br>100%                                          | 100%<br>100%                                                 |
| 34       | MLP Business Park Berlin I GP s p. z o.o.                  | Poland                     | 100%                                                  | 100%                                                         |

| No. | Entity                                         | Country of<br>registration | Parent's direct and<br>indirect interest in<br>equity | Parent's direct and<br>indirect interest in<br>voting rights |
|-----|------------------------------------------------|----------------------------|-------------------------------------------------------|--------------------------------------------------------------|
| 35  | MLP Łódź II Sp. z o.o.                         | Poland                     | 100%                                                  | 100%                                                         |
| 36  | MLP Zgorzelec Sp. z o.o.                       | Poland                     | 100%                                                  | 100%                                                         |
| 37  | MLP Schwalmtal LP Sp. z o.o.                   | Poland                     | 100%                                                  | 100%                                                         |
| 38  | MLP Schwalmtal GP Sp. z o.o.                   | Poland                     | 100%                                                  | 100%                                                         |
| 39  | MLP Pruszków VI Sp. z o.o.                     | Poland                     | 100%                                                  | 100%                                                         |
| 40  | MLP Business Park Berlin I Sp. z o.o. & Co. KG | Germany                    | 100%                                                  | 100%                                                         |
| 41  | MLP Schwalmtal Sp. z o.o. & Co. KG             | Germany                    | 100%                                                  | 100%                                                         |
| 42  | MLP Business Park Wien GmbH                    | Austria                    | 100%                                                  | 100%                                                         |
| 43  | MLP Wrocław West I Sp. z o.o.                  | Poland                     | 100%                                                  | 100%                                                         |
| 44  | MLP Gelsenkirchen GP Sp. z o.o.                | Poland                     | 100%                                                  | 100%                                                         |
| 45  | MLP Gelsenkirchen LP Sp. z o.o.                | Poland                     | 100%                                                  | 100%                                                         |
| 46  | MLP Gelsenkirchen Sp. z o.o. & Co. KG          | Germany                    | 100%                                                  | 100%                                                         |
| 47  | MLP Gorzów Sp. z o.o.                          | Poland                     | 100%                                                  | 100%                                                         |
| 48  | MLP Idstein LP Sp. z o.o.                      | Poland                     | 100%                                                  | 100%                                                         |
| 49  | MLP Idstein GP Sp. z o.o.                      | Poland                     | 100%                                                  | 100%                                                         |
| 50  | MLP Idstein Sp. z o.o. & Co. KG                | Germany                    | 100%                                                  | 100%                                                         |
| 51  | MLP Business Park Trebur GP Sp. z o.o.         | Poland                     | 100%                                                  | 100%                                                         |
| 52  | MLP Business Park Trebur LP Sp. z o.o.         | Poland                     | 100%                                                  | 100%                                                         |
| 53  | MLP Business Park Trebur Sp. z o.o. &Co. KG    | Germany                    | 100%                                                  | 100%                                                         |
| 54  | MLP Poznań West III Sp. z o.o.                 | Poland                     | 100%                                                  | 100%                                                         |
| 55  | MLP Łódź III Sp. z o.o.                        | Poland                     | 100%                                                  | 100%                                                         |
| 56  | Feniks PV Sp. z o.o.                           | Poland                     | 100%                                                  | 100%                                                         |
| 57  | MLP Bieruń West Sp. z o.o.                     | Poland                     | 100%                                                  | 100%                                                         |
| 58  | 1)<br>MLP Wrocław South Sp. z o.o.             | Poland                     | 100%                                                  | 100%                                                         |
| 59  | 2)<br>MLP Bieruń II Sp. z o.o.                 | Poland                     | 100%                                                  | 100%                                                         |

### **Changes in the Group**

*1) MLP Wrocław South Sp. z o.o. was incorporated pursuant to a notarial deed of 27 March 2024. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 23 April 2024.*

*2) On 27 March 2024, MLP Bieruń II Sp. z o.o. wasincorporated pursuant to a notarial deed. All shares in the company were acquired by MLP Group S.A. (50 shares with a total par value of PLN 5,000). The company was registered with the National Court Register on 17 April 2024.*

### **1. 2 Principal business of the Company and the Group**

We are a leading European logistics platform, specializing in the development, holding and management of Class A, modern multi-tenant warehouses and logistics properties located in core urban areas across our principal geographic markets: Poland, Germany, Austria and Romania. MLP Group's Investment Properties represent the one of the most modern portfolio in the European logistic market, with 90% of the buildings developed within the last 10 years and over 60% in the last 5 years.

Our logistic and industrial properties are strategically located near large urban areas and major road junctions in key locations with solid underlying demand fundamentals.

We hold, and aim to continue to acquire, development sites that are adjacent to our existing logistics properties, or in sought-after locations with proximity to strong logistics hubs and large, densely populated cities. We believe that we have a significant land bank offering potential development of up to 1.3 million sqm (comprising owned land and land with secured pre-emptive rights to purchase) as of December 31, 2024, allowing us to double the size of our current portfolio.

![](_page_132_Figure_5.jpeg)

The map below shows the location of our properties as of December 31, 2024.

The Group develops and operates two types of warehouse space formats:

(1) big-box facilities, i.e. large-scale warehouse facilities within logistics parks, with units available for lease ranging from 2.5 to 30 thousand sqm. They are located near major urban centres with direct access to expressways and highways. The key tenants for warehouse parks are logistics companies, distributors, retail chains, and light manufacturing companies;

(2) city logistics/urban logistic facilities under the name MLP Business Park and offering small warehouse units (ranging from 700 sqm to 2.5 thousand sqm). Location is critical for MLP Business Park projects: they are strategically placed within city limits, ensuring easy access to public transport and labour pools. The office space in these projects is fitted-out to a high standard, which is important to tenants who want to base their headquarters alongside their warehouse operations. Additionally, the space can be customised to include showroom or exhibition facilities. Tenants in MLP Business Parks are typically companies in the service, IT, pharmaceutical and retail sectors, as well as those focusing on local distribution. The first project of this type is MLP Business Park Berlin, with further developments underway at MLP Business Park Łódź, MLP Business Park Vienna, and MLP Business Park Poznań. Construction of MLP Business Park Schalke and MLP Business Park Castrop-Rauxel will begin shortly.

Group has a robust and diversified tenant base, characterized by a mix of blue-chip tenants from various industries, ensuring a balanced and stable yielding portfolio. As of December 31, 2024, our tenant base consisted of approximately 195 tenants across the manufacturing, logistics, retail, and e-commerce sectors. This diversification is further strengthened by long-term contracts, with weighted average unexpired lease term ("WAULT") of 8 years ( increase from 7.4 as at December 31, 2023), and a retention rate amouted to 99%. As a result of strategy to expand our city logistics portfolio, Group is increasingly attracting tenants seeking properties in proximity to qualified labor, such as those in the light industry sector. Given the significant capital expenditure requirements by light industry tenants, these tenants typically prefer long term leases. Typically projects are carried out on a pre-lease basis whereby the investment process is conditioned upon execution of a lease contract with a potential tenant.

#### **MLP's Strengths**

- High-Quality Portfolio of Class A, Standardized, Sustainable, and Modern Assets Located in Core Urban Areas
- Highly Diversified Tenant Base with an Approximately 100% Retention Rate
- Sustainable Organic Growth Across Our Geographies
- Robust Balance Sheet, Predictable Cashflow and Conservative Financial Policy
- Vertically Integrated Business Model with Diversified Revenue Streams, Economies of Scale, and High Barriers to Entry
- Sustainable Development Focus
- Strong Operational Platform Managed by an Experienced Team with a Long Track Record

#### **MLP's Strategy**

- Continued Focus on Growth and Market Opportunities
- Strategic Expansion and Development with Focus on City Logistics Projects in Core European Markets
- Continue Our Conservative Investment Strategy Focused on High-Quality Tenants
- Continue to Improve the Operating Performance of our Existing Properties Through Active Asset Management

MLP Group is a member of key industry initiatives, such as the European Public Real Estate Association (EPRA).

The short- and long-term strategy of MLP Group is increasingly focused on sustainable development. This strategy, grounded in environmental and social considerations, aligns with the United Nations 2030 Agenda for Sustainable Development Goals.

### **• Natural environment**

MLP Group's foremost objective is to lessen its environmental footprint and achieve environmental neutrality. The carbon footprint of the Group has been assessed for scopes 1, 2 and 3, with total emissions estimated at 89,856 tCO2e.

MLP Group is dedicated to maximising the energy efficiency of its warehouses by cutting down on the use of electricity and heating and gradually increasing the adoption of renewable energy sources within MLP Group properties. This initiative is aimed at reducing the emissions of CO<sup>2</sup> and other greenhouse gases.

In 2024, we provided our tenants in Poland with 100% renewable electricity. Starting from 2022, all electricity purchased for our logistics projects located in Poland has come from renewable sources, certified by guarantees of origin. This policy of purchasing green energy will continue in the coming years. Additionally, MLP Group runs its own energy generation program using photovoltaic (PV) systems. In 2024, we generated 2,007 MWh of electricity, resulting in a reduction of approximately 1,629 tonnes of CO emissions. The Group is also investing in photovoltaic <sup>2</sup> installations. As of the report's publication date, it has 8.1 MWp of photovoltaic panels installed, with an additional 1.9 MWp currently under development.

### **• We are advancing our sustainability initiatives by:**

- Securing BREEAM or DGNB certification for new constructions;
- Implementing smart metering and monitoring systems in both new and existing parks, aiming for the optimal control of energy use within buildings;
- Using devices of the highest energy efficiency ratings, including the adoption of heat pumps and both indoor and outdoor LED lighting for new buildings;
- Gradually replacing inefficient heating and lighting systems in existing buildings;
- Systematically upgrading and insulating the external structures of buildings;
- Installing charging stations for electric vehicles within our logistics parks;
- Providing cycling infrastructure and public bike-sharing options across our logistics sites;
- Assessing emissions over the buildings' entire lifecycle;
- Incorporating green clauses into tenant agreements;
- Transitioning our vehicle fleet to hybrid and electric models;
- Using high-efficiency LED lighting both inside and outside buildings across all of the Group's logistics parks;
- Setting up utility consumption monitoring systems in our properties to streamline utility usage;
- Building city bike stations in the logistics parks;
- Practicing effective energy management;

#### **• Society**

MLP Group's social initiatives, aligned with its ESG Strategy, are divided into internal and external activities.

The internal projects focus on fostering the professional development, health, and safety of employees. We are committed to further enhancing equality, diversity, inclusion, and open communication among our workforce.

All employees are provided with private healthcare, financial support for sports programmes, and language courses in English and German, as well as training and opportunities for career advancement.

We launched an ESG training programme for our team.

Our customer relationships are built on open dialogue. We regularly conduct surveys and actively engage with local communities.

#### **• Corporate governance**

As a company listed on the Warsaw Stock Exchange, MLP Group is committed to adhering to and fully complying with the principles outlined in the 'Best Practice for GPW Listed Companies' document.

Employees are required to follow a code of ethics that addresses issues such as equality, human rights, cybersecurity, privacy policy, conflict of interest, and the prevention of fraud and embezzlement. A mechanism for reporting irregularities has also been implemented.

We are members of the Chamber of Commerce for Energy and Energy Consumers, and we pursue our goals by: working to reduce costs associated with acquiring and using energy; removing administrative barriers and excessive fiscal burdens; engaging in public consultations on projects that have a substantial impact on the business environment in Poland; providing education in the field of industrial energy and energy-intensive industries.

All Business Partners of MLP Group are expected to adhere to our Code of Good Business Practice, which sets out our ethical standards and guidelines for collaboration with Tenants and other Business Partners. This document aligns with our ESG strategy and underscores our commitment to upholding the highest ethical and social standards across all areas of our operations. It is available at https://mlpgroup.com/wpcontent/uploads/2024/04/MB-Resolution-MLP-GROUP-Code-of-Good-Business-Practise-app-sig-sig-sig-sig.pdf

#### **The Code of Good Business Practice contains key guidelines on:**

- Ethics and compliance: we are dedicated to conducting business with integrity, transparency, and in full compliance with the law;
- Human rights: we expect all Partners to respect human rights and safeguard the dignity of their employees;
- Sustainability: we encourage practices that protect the natural environment and promote sustainable development;
- Occupational health and safety: we are committed to ensuring safe and healthy working conditions;
- Anti-corruption: we enforce a zero-tolerance policy for any form of corruption or bribery.

In 2024, MLP GROUP S.A. became a Strategic Partner of the Responsible Business Forum. This initiative brings together industry leaders who collaborate with experts to enhance their ESG capabilities and undertake joint projects driving sustainable business transformation.

### **1. 3 Selected Group financial data**

**2024 was a landmark year for MLP Group - we leased record 307,194 sqm of industrial space, including 225,221 sqm of new contracts (+106% YoY). In 2024, MLP Group acquired 22 new tenants, 20% of the demand came from existing tenants.**

|                                       | YE 2024<br>PLN mn | YE 2023<br>PLN mn | %<br>change | YE 2024<br>EUR mn | YE 2023<br>EUR mn | %<br>change |  |
|---------------------------------------|-------------------|-------------------|-------------|-------------------|-------------------|-------------|--|
| Revenues                              | 372.4             | 360.8             | 3%          | 86.5              | 79.7              | 9%          |  |
| Rental Income                         | 214.8             | 200.9             | 7%          | 49.9              | 44.4              | 13%         |  |
| Gross Assets Value (GAV)              | 5 519.4           | 4 507.7           | 22%         | 1 291.7           | 1 036.7           | 25%         |  |
| Net Assets Value (NAV)                | 2 746.2           | 2 395.6           | 15%         | 642.7             | 551.0             | 17%         |  |
| NAV per share [PLN/EUR]               | 114.4             | 99.8              | 15%         | 26.8              | 23.0              | 17%         |  |
| EBITDA without revaluation            | 185.5             | 178.7             | 4%          | 43.1              | 39.5              | 9%          |  |
| Net profit /loss                      | 372.2             | (52.1)            | 815%        | 86.5              | (11.5)            | 852%        |  |
| EPRA NRV                              | 2 737.4           | 2 365.1           | 16%         | 640.6             | 544.0             | 18%         |  |
| Company adjusted EPRA earnings        | 62.4              | 83.5              | -25%-       | 14.5              | 18.4              | -21%        |  |
| EPRA NRV per share [PLN/EUR]          | 114.1             | 98.6              | 16%         | 26.7              | 23.2              | 15%         |  |
| Net Debt/EBITDA (without revaluation) | 12.9              | 9.7               |             | 13.0              | 9.8               |             |  |
| Net Debt/ Run Rate EBITDA*            | 9.9               | n/a               |             | 9.9               | n/a               |             |  |
| LTV                                   | 42.9%             | 38.6%             |             |                   |                   |             |  |
| Signed leases in sqm                  | 307 194           | 262 356           |             |                   |                   |             |  |
| Vacancy rate                          | 5%                | 5%                |             |                   |                   |             |  |
| Like-for-Like**                       | 10%               | 9%                |             |                   |                   |             |  |

*\* Run Rate EBITDA ratio has been calculated since YE 2024*

*\*\*Based on re-leased agreement* 

• In 2024,MLP Group leased 307,194 sqmof industrialspace, including 225,221 sqmof new contracts(+106% YoY), delivered approx. 93 thousand sqm at a Yield on Cost ("YoC") of 12% with 65% leased area at completion, bringing the Group's standing portfolio to 1.4 million sqm of GLA.

• New annualized rentals and renewals from contracts signed in 2024 will reflects PLN 85.6 million growth in 2025 onwards (+40% vs current year revenues).

![](_page_135_Picture_8.jpeg)

• In 20224, portfolio Yields stayed unchanged, NAV growth was generated by the signed new lease contracts.

• As at 31 December 2024, projects under construction totaled to 236 thousand sqm, with a potential rental income of EUR 17.0 million when fully leased and an expected minimum YoC of 11.5%.

• The Group's landbank increased to 257 ha, of which 115 ha is owned and on-balance sheet. This landbank secures substantial future growth potential for MLP Group, around the existing business parks in the core urban areas.

• MLP Group's portfolio WAULT stood at about 8.0 years (increase from 7.4 years).

• MLP Group has stable occupancy rate at 95%.

• Rent collection level stood at 99% with no deterioration in payment profile. Customer relationship management helps us develop long-term relations reaching even over 20 years with the retention rate of approx. 99%.

• With approximately 195 tenants, MLP Group has a wide and diversified international tenant base, consisting of blue-chip companies with strong credit ratings. MLP Group's tenants represent a broad range of industries, including manufacturing, high-tech, automotive, e-commerce, retail, wholesale, and third-party logistics. Our tenants represent (1 or 2 Dun & Bradstreet rating) that exhibit high attention we put on client quality and credit rating.

### **MLP Group's Investment Properties represent the one of the most modern portfolio in the European logistic market, with 90% of the buildings developed within the last 10 years and over 60% in the last 5 years.**

• MLP Group's Portfolio is valued in EUR and for the presentation in Financial Statement is translated into PLN with the exchange rate (EUR/PLN) at the balance date.

• PLN/EUR strengthening had adverse impact on the value of our investment property. Due to the strengthening of PLN in the reporting period - as at December 31, 2023 EUR 1 = PLN 4.3480 as at the reporting date of December 31, 2024 EUR 1 = PLN 4.2730, a decrease of PLN 0.0750 (-2%). As a consequence, the value of our investment properties decreased by PLN 77.3 million.

• In 2024, portfolio Yields stayed unchanged, NAV growth (gain on revaluation of investment properties) was generated by the signed new lease contracts.

• In Q42024, Moody's assigned Ba2,and FITCH BB+ rating with a stable outlook.

• In Q42024, MLP Group successfully placed its first Eurobond offering in the international capital markets. All offered senior green notes were fully subscribed, with a total nominal value of EUR 300 million. We adopted a financial policy based on a rebalancing our debt structure from the secured debt towards the unsecured debt.

• YE MLP Group liquidity position stood at EUR 161 million (cash and cash equivalents).

• Strong cash flow position

 LTV at 42.9%, with in the interest coverage ratio at 1.6 x ICR Long debt maturity ratio of 4.0 years

### **1. 4 The Group's property portfolio**

The Group classifies its portfolio properties into the following main categories:

- properties generating rental income;
- projects under construction or in the pipeline;
- landbank (area).

Structure of the Group's property portfolio by property category and segment as at 31 December 2024:

| Property<br>portfolio by<br>segment | Total land area<br>(sqm) | Development<br>potential for<br>the total land<br>area<br>(sqm) | Space<br>completed (sqm) | Space<br>under<br>construction<br>and in the<br>pipeline (sqm) | Pipeline portfolio<br>(sqm) |
|-------------------------------------|--------------------------|-----------------------------------------------------------------|--------------------------|----------------------------------------------------------------|-----------------------------|
| POLAND                              | 3 684 312                | 1 591 351                                                       | 1 063 832                | 235 102                                                        | 292 417                     |
| GERMANY                             | 540 897                  | 282 267                                                         | 75 347                   | 134 082                                                        | 72 838                      |
| AUSTRIA                             | 98 249                   | 54 520                                                          | -                        | 54 520                                                         | -                           |
| ROMANIA                             | 188 045                  | 99 063                                                          | 38 988                   | 20 324                                                         | 39 751                      |
| TOTAL                               | 4 511 503                | 2 027 201                                                       | 1 178 167                | 444 028                                                        | 405 006                     |

As at December 31, 2024, the Group has a land bank of 257 ha, of which: 115 ha are owned and 142 ha are covered by reservation agreements. This land bank allows for development of approx 1.3 million sqm of space.

Summary of the leasable space owned by the Group as at 31 December 2024 (sqm):

|         | Space completed<br>(sqm) | Space<br>completed and<br>leased out (sqm) | Space<br>completed but<br>not leased out<br>(sqm) | Space under<br>construction and<br>in the pipeline<br>(sqm) | Pre-leased<br>space under<br>construction<br>and in the<br>pipeline (sqm) | Existing space, space<br>under construction<br>and in the pipeline<br>(sqm) |
|---------|--------------------------|--------------------------------------------|---------------------------------------------------|-------------------------------------------------------------|---------------------------------------------------------------------------|-----------------------------------------------------------------------------|
| POLAND  | 1 063 832                | 997 435                                    | 66 397                                            | 235 102                                                     | 127 084                                                                   | 1 298 934                                                                   |
| GERMANY | 75 347                   | 75 347                                     | -                                                 | 134 082                                                     | -                                                                         | 209 429                                                                     |
| AUSTRIA | -                        | -                                          | -                                                 | 54 520                                                      | 13 400                                                                    | 54 520                                                                      |
| ROMANIA | 38 988                   | 38 808                                     | 180                                               | 20 324                                                      | 20 324                                                                    | 59 312                                                                      |
| TOTAL   | 1 178 167                | 1 111 590                                  | 66 577                                            | 444 028                                                     | 160 808                                                                   | 1 622 195                                                                   |

![](_page_138_Figure_0.jpeg)

## **2.6 mln** sqm landbank (owned+option)

#### **Types of leasable space offered:**

The Group offers two types of space to its tenants:

- warehouse space, i.e., space for storing goods, and
- manufacturing space, i.e., space designated for light industrial production.

The Group also provides its tenants with support office space. The final division of leased space depends on tenants' requirements.

The space is available in two formats:

- city logistics projects;
- big box projects.

![](_page_138_Picture_10.jpeg)

![](_page_139_Figure_0.jpeg)

Space completed at the Group's parks as at 31 December 2024:

The share of city logistic projects in the MLP portfolio is set to rise progressively. Currently the Group is building new projects in this format, and more are in the pipeline. The first project of this type is MLP Business Park Berlin, with further developments underway at MLP Business Park Łódź, MLP Business Park Vienna, and MLP Business Park Poznań. Construction of MLP Business Park Schalke and MLP Business Park Castrop-Rauxel will begin shortly.

![](_page_139_Figure_3.jpeg)

![](_page_140_Figure_0.jpeg)

Lease agreements signed in 2024 were totalling 307,194 sqm. including 225,221 sqm of new contracts (+106% YoY). In 2024, MLP Group acquired 22 new tenants, and 20 percent of the total demand came from existing tenants.

![](_page_140_Figure_2.jpeg)

Majority of lease contract we have signed in Q4 2024, that shall pave the way for a significant increase in revenue and EBITDA in 2025.

The value of the investment property portfolio disclosed in the consolidated financial statements as at 31 December 2024 included: (i) market value of investment property of PLN 5,493,053 thousand, (ii) perpetual usufruct right of land of PLN 56,240 thousand, and (iii) the value of Feniks Obrót Sp. z o.o.'s apartments of PLN 320 thousand.

| Segment | Currency     | Value of<br>existing<br>buildings | Value of<br>construction in<br>progress | Value of<br>pipeline<br>portfolio | Value of<br>landbank | Total value |
|---------|--------------|-----------------------------------|-----------------------------------------|-----------------------------------|----------------------|-------------|
| Poland  | EUR thousand | 837 161                           | 44 856                                  | 58 102                            | 32 425               | 972 545     |
|         | PLN thousand | 3 577 189                         | 191 668                                 | 248 270                           | 138 552              | 4 155 681   |
|         | EUR thousand | 116 981                           | 18 500                                  | 56 740                            | 16 000               | 208 221     |
| Germany | PLN thousand | 499 860                           | 79 051                                  | 242 450                           | 68 368               | 889 729     |
| Austria | EUR thousand | -                                 | 74 800                                  | -                                 | -                    | 74 800      |
|         | PLN thousand | -                                 | 319 620                                 | -                                 | -                    | 319 620     |
|         | EUR thousand | 22 272                            | -                                       | 4 663                             | 3 026                | 29 961      |
| Romania | PLN thousand | 95 168                            | -                                       | 19 925                            | 12 930               | 128 023     |
| Total   | EUR thousand | 976 414                           | 138 156                                 | 119 505                           | 51 451               | 1 285 526   |
| Total   | PLN thousand | 4 172 217                         | 590 341                                 | 510 645                           | 219 850              | 5 493 053   |

Value of the Group's property portfolio\* by segment and type of space as at 31 December 2024:

*\* Property value net of perpetual usufruct of land and residential properties.* 

**Value of the Group's properties (GAV) a) by type**

![](_page_141_Figure_5.jpeg)

![](_page_141_Figure_6.jpeg)

![](_page_141_Figure_7.jpeg)

![](_page_141_Figure_8.jpeg)

|                                                             | Value<br>EUR | Value<br>PLN thousand |
|-------------------------------------------------------------|--------------|-----------------------|
| MLP Poznań West II Sp. z o.o.                               | 123 801      | 529 000               |
| MLP Pruszków I Sp. z o.o.                                   | 100 602      | 429 874               |
| MLP Logistic Park Germany I Sp. z o.o. & Co. KG             | 80 345       | 343 313               |
| MLP Business Park Wien GmbH                                 | 74 800       | 319 620               |
| MLP Pruszków V Sp. z o.o.                                   | 70 685       | 302 037               |
| Total value of TOP 5 investment properties in MLP portfolio | 450 233      | 1 923 844             |

### **1. 5 Market, customers and suppliers**

The Group specialises in constructing and managing modern warehouse centres. All facilities are strategically located near large urban areas and major road junctions. MLP Group operates on the Polish, German, Austrian and Romanian markets.

Currently, the Group operates 31 logistics projects located in four European countries, including 23 in strategic locations in Poland. The Group operates six logistics projects in Germany, and one in each of Romania and Austria.

The Group has signed agreements grating options to purchase land in new locations in Poland and Germany, which would allow it to expand the selection of available locations for tenants.

### *1. 5.1 Structure of the Group's sales*

The Group earns rental income from investment property in logistics parks in Poland, Germany, and Romania. The table below presents the types of revenue derived from lease of the properties.

| Revenue                                |         |         |            |
|----------------------------------------|---------|---------|------------|
| for the 12 months ended 31 December    | 2024    | 2023    | change (%) |
| Revenue from external customers:       |         |         |            |
| Rental income from investment property | 214 802 | 200 874 | 6,9%       |
| Recharge of service charges            | 76 173  | 67 687  | 12,5%      |
| Recharge of utility costs              | 78 532  | 88 598  | -11,4%     |
| Other revenue                          | 2 914   | 3 601   | -19,1%     |
| Revenue                                | 372 421 | 360 760 | 3,2%       |

![](_page_142_Figure_8.jpeg)

![](_page_142_Figure_9.jpeg)

In 2024, the Group reported revenue of PLN 372,421 thousand, a 3% increase year on year.

Rental income – the primary source of revenue – increased by 7% compared to 2023.

For information on the effect of exchange rate movements on rental income, see Section 3.1.1.

Poland, the principal operating segment of the Group, accounted for 88% of its revenue, a level similar to that reported for the corresponding period of 2023.

On the Romanian market, revenue reached PLN 10.8 million, an increase of 70% year on year, attributable to the delivery of new space to tenants.

The Group's ten largest tenants generated 29% of the Group's revenue in the 12 months ended 31 December 2024 (39% in the 12 months ended 31 December 2023).

#### *1. 5.2 Key trading partners*

In the reporting period, the Group's companies cooperated mainly with providers of the following services:

- construction services (as part of investment and development projects),
- supply of utilities,
- consulting and advisory services business and legal,
- maintenance of the properties,
- security services.

For construction services, general contractors are selected in internally organised tender procedures. In 2024, the Group cooperated with Wielkopolskie Przedsiębiorstwo Inżynierii Przemysłowej Spółka Komandytowa, BIN - Biuro Inżynierskie Sp. z o.o., Goldbeck Rhomberg GmbH under the general contractor system, BREMER Sp. z o.o., and Pekabex BET S.A. The Group's turnover with these companies exceeded 10% of its revenue in 2024.

The other services are procured from a broad base of suppliers, and therefore the Group is not dependent on any single supplier. In 2024, none of the Group's other suppliers accounted for more than 10% of the Group's revenue.

![](_page_143_Picture_16.jpeg)

## **2. Activities of the MLP Group S.A. Group**

### **2. 1 Activities of the MLP Group S.A. Group in 2024**

In 2024, the Group continued its principal business activity consisting in the construction and lease of warehouse and manufacturing and business parks. Construction work was mainly outsourced to specialist third-party service providers on a general contractor basis.

During the reporting period, the Group was simultaneously engaged in more than a dozen development projects. As at the end of December 2024, the Group's portfolio comprised 1,178 thousand sqm of space completed and 444 sqm thousand of space under construction or in the pipeline. The Company's Management Board reviewed and assessed on an ongoing basis:

- current construction projects in terms of their progress,
- actual and expected revenue,
- use of the Group's existing land resources and its ability to tailor the offering to meet the anticipated market expectations and demand,
- available opportunities to purchase land for new projects to be implemented in subsequent years,
- the Group's efforts to optimise financing of its investing activities.

#### *2. 1.1 Projects started and projects completed*

In 2024, the Group was engaged in the construction of projects with a total area of 329 thousand sqm, while a further 208 thousand sqm was in the pipeline as at 31 December 2024 (total: 537 thousand sqm)

#### *2. 1.2 Projects under construction or in the pipeline*

Of the 329 thousand sqm of projects under construction in 2024, a total of 93 thousand sqm were completed. These projects were located in Poland (including 34 thousand sqm at MLP Pruszków V, 22 thousand sqm at MLP Gorzów) and in Romania (16 thousand sqm).

As at 31 December 2024, 236 thousand sqm of space was under construction.

Projects are predominantly carried out on a pre-lease basis, i.e., launch of the investment process is conditional upon execution of a lease contract with a potential tenant. In 2024, the Group proceeded with speculative big-box and city logistics projects at specific locations, which, when combined with pre-lease projects, make up significant investment initiatives designed to address the current market dynamics.

![](_page_144_Picture_16.jpeg)

### *2. 1.3 Material agreements*

### *Material suppliers with whom agreements with a total value exceeding 10% of the MLP GROUP S.A.'s equity were concluded in 2024*

On 24 January 2024, MLP Business Park Vienna, a subsidiary, entered into an agreement with Goldbeck Rhomberg GmbH of Vienna to construct four warehouse and office buildings (partly pe-leased), with an area of approximately 55 thousand sqm, at the MLP Business Park Vienna logistics park.

On 7 October 2024, MLP Spreenhagen, a subsidiary, signed a contract with LIST Bau Bielefeld GmbH & Co. KG for the construction of one building with an area of 38,850 sqm.

#### *Shareholder agreements*

The Group is not aware of any agreements between the Company's shareholders.

Further, the Group has no knowledge of any agreements (including those concluded after the reporting date) which could result in future changes in the proportions of shares held by the current shareholders.

#### *2. 1.5 Partnership or cooperation agreements*

In 2024, the Group did not enter into any significant cooperation or partnership agreements with other entities.

#### *2. 1.6 Related-party transactions*

All transactions executed by the Company or its subsidiaries with related parties were executed on an arm's length basis.

For a description of related-party transactions, see Note 29 to the Group's condensed consolidated financial statements for the 12 months ended 31 December 2024.

### *2. 1.7 Litigation*

#### *Proceedings pending before courts, arbitration bodies or public administration bodies*

On 19 February 2024, the Regional Court in Warsaw issued a decision to discontinue proceedings in the case brought by MLP Sp. z o.o. sp. SKA ( formerly MLP Tychy Sp. z o.o.) against European Bakeries Sp. z o.o. and CreditForce Holding B.V. with respect to the defendant CreditForce Holding B.V. of Houten (the Netherlands).

In 2012-2014, MLP Pruszków I Sp. z o.o., MLP Pruszków II Sp. z o.o. and MLP Pruszków III received decisions concerning change of perpetual usufruct charge. As per these decision, the total potential amount to be paid, calculated as of 31 December 2024, is PLN 37,510 thousand. The management board of the companies does not accept the amount of the fees, and the matter has been referred to court. The District Governor did not take into account the expenses incurred by the companies.

In previous years and in the current year, the Group recognised provisions for a portion of potential claims of the Pruszków Governor due to the revision of the perpetual usufruct charge, totalling PLN 11,610 thousand.

### **2. 2 Development of the Group and risk factors**

### *2. 2.1 Key risk factors relevant to the development of the Group*

The Group's business is exposed to the following risks arising from holding of financial instruments:

- Credit risk,
- Liquidity risk,
- Market risk.

The Management Board is responsible for establishing and overseeing the Group's risk management functions, including the identification and analysis of the risks to which the Group is exposed, determining appropriate risk limits and controls, as well as risk monitoring and matching of the limits. The risk management policies and procedures are reviewed on a regular basis, to reflect changes in market conditions and the Group's business.

#### **Credit risk**

Credit risk is defined as the risk of financial loss to the Group if a trading partner or a counterparty in a transaction fails to meet its contractual obligations. Credit risk arises principally from the Group's receivables from customers, loans and cash and cash equivalents.

The objective of risk management is to establish and maintain a stable and sustainable portfolio of loans and other investments in debt instruments in terms of both quality and value. This is achieved by implementing an appropriate credit limit policy.

#### **Liquidity risk**

Liquidity risk is the risk of the Group not being able to meet in a timely manner its liabilities that are to be settled by delivery of cash or other financial assets. The Group's approach to managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without risking unacceptable losses or damage to the Group's reputation. To this end, the Group monitors its cash flows and secures access to sufficient cash to cover anticipated operating expenses and expected cash outflows for current financial liabilities, and maintains anticipated liquidity ratios.

#### **Market risk**

Market risk is the risk that changes in market prices, such as exchange rates, interest rates and equity prices will affect the Group's results or the value of financial instruments it holds. The Group mitigates the risk by constantly monitoring the Group's exposures, maintaining the exposures them within assumed limits, and seeking to optimise the rate of return on investment. The risk mitigation measures involve using hedge accounting to reduce the influence of market price volatility on financial results.

#### **Risks Related to the real estate market and Group's business**

An economic downturn or a significant deterioration in macroeconomic conditions could have a material adverse effect on the Group's operations and value of the Group's real estate, including disruptions in financial markets, uncertain economic conditions, and recent inflationary pressure.

The development of the commercial real estate market in which the Group operate depends both on changes in the construction and real estate sectors, trends in manufacturing, trade, industry, services, transport, and on the development of the economy as a whole, which is influenced by a number of macroeconomic and geopolitical factors, such as: Russia's military aggression in Ukraine and the related sanctions imposed on Russia and Belarus (as well as the retaliations of these countries), the dynamics of economic growth, Gross Domestic Product ("GDP") levels, the level of inflation rates, the level of interest rates and expectations regarding changes in these rates, which influence the behavior of consumers and entrepreneurs, currency exchange rates, the situation on the labor market, the level of unemployment rates, the level of average wages and median wages and incomes, the value of foreign direct investment, the fiscal and monetary policy of the European Union, including the countries in which the Group operate. The growth rate of the domestic economy, and thus also Group's operations and results, may be affected by a downturn and slowdown in the global economy. Negative changes in the macroeconomic situation and the economic and monetary policies of Poland, Romania, other countries and the European Central Bank may materially adversely affect Group's financial results and its ability to implement plans.

In particular, on February 24, 2022, troops of the Russian Federation launched a full-scale invasion of Ukraine, which caused major changes in the economic situation of all European countries and significantly affected the supply and transport routes of raw materials and products. The EU as well as a number of non-EU Member States have imposed sanctions on Russia, Belarus and their leadership and individuals. These sanctions are without precedent in relations between European countries. Given the volume of trade with Russia to date, and above all the dependence of EU countries on natural resources, including gas and oil, imported from Russia, as well as the role of Russia and Ukraine as food exporters, both the sanctions imposed and the retaliation by Russia continue to have a significant impact on the global economy, and are causing far-reaching changes in the direction of flows of both raw materials and products, in particular by limiting trade in goods with Russia and Belarus and restricting transit through Russia, Belarus and Ukraine between Europe and Asia. Higher energy costs and commodity prices, cyber disruptions or attacks, heightened general operating risks and disruption of logistic chains in Europe resulting from the foregoing have led to increased economic instability, market volatility and inflation, which have affected and may continue to affect the financial strength of many commercial real estate tenants and the logistics industry as a whole. Although the hostilities in Ukraine have not had a material adverse effect on the Group's operations thus far, possible unfavorable military developments in Ukraine could lead to changes in logistics routes and negatively affect the propensity for tenant investment in Poland and Romania, thereby leading to a reduction in demand for the Group's services. Any of the foregoing could adversely affect Group's business and its results of operations.

In addition, inflation has the potential to adversely affect Group's liquidity, business, financial condition and results of operations by increasing overall cost structure. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects.. Although the Group takes measures to mitigate the impact of inflation (including full indexation of 100% of lease agreements), these measures may not be effective and Group's business, financial condition, results of operations, and liquidity could be materially adversely affected.

#### **Ability to actively manage our assets depends on market factors,some of which are beyond the Group's control.**

One important part of the Group's business is active asset management, which includes managing vacancy rates and rental levels and the terms of leases for all properties, as well as ensuring the desired tenant mix. In addition to legal restrictions, the Group's ability to lease vacant space, renegotiate rents and achieve the desired tenant mix depends on market factors.

Some of these factors, such as the general economic environment, consumer confidence, inflation and interest rates are beyond the Group's control. During recessions or economic downturns, competition between investors and developers makes it more difficult to retain existing tenants and attract new ones. If the Group is unable to generate or capitalize on demand for its properties, it may not be possible to reduce vacancy rates or renegotiate rents in a favorable manner.

If high vacancy rates persist for an extended period of time, this could result in an overall reduction in the rents paid by tenants, making it much more difficult to increase the average rental rates in accordance with our plans. Vacant space also results in an increase in overall operating costs, due to the need to cover costs generated by empty properties. Any such decrease in rental income or increase in operating expenses could have a material adverse effect on Group's financial position and results.

### **The Group's business may be adversely impacted by negative developments in the property and commercial real estate markets.**

The Group is exposed to risks associated with the development, acquisition, ownership and management of properties in the commercial property market.

A number of factors may affect the revenue generated and the value of our properties, including:

(i) changes in laws and administrative regulations relating to real estate, including those relating to obtaining permits or approvals, determining land use, taxes and other public charges;

(ii) cyclical changes in the real estate markets in which the Group operate;

(iii) ability to procure appropriate construction, management, maintenance, and property security services.

A general downturn in the property market may have a negative impact on the Group's performance in terms of income generated from the rental of warehouse space. If tenants default on their obligations or if there are no tenants, the Group will not earn rental income while incurring costs associated with the property. These costs may include but are not limited to: legal and valuation costs, maintenance costs, insurance, and local property taxes. The level of achievable rent as well as market price of a property are, in principle, dependent on the economic situation. Consequently, a fall in the level of market prices may result in rent levels that are different from projections and lead to losses within a project or the need to find alternative uses for land purchased for development.

The occurrence of any of the risk factors discussed above could have a significant negative impact on the Group's operations, financial position, results, and development prospects.

### **Risk associated with liabilities that are not covered by, or which exceed the coverage limits, of insurance policies.**

The Group's properties may be damaged or destroyed due to a number of foreseeable or unforeseeable circumstances. It is also possible for third parties to suffer damage as a result of events for which the Group is liable. Although the Group has various insurance policies, including liability insurance related to its operations and real estate, as well as all-risk property insurance, income protection insurance and insurance for directors and officers, these policies may prove to be insufficient and may not cover all risks related to the Group's operations.

Certain risks, such as terrorist attacks, risks related to war or armed conflict, and natural disasters, may also not be insurable or may only be insurable at high costs which, in turn, may make insuring them uneconomical. The insurance policies may not protect the Group against all losses that may incur in connection with the Group's operations, and certain types of insurance may not be available on commercially reasonable terms or at all. Accordingly, insurance cover may not be sufficient to fully compensate for losses incurred in connection with Group's properties. If any such risks were to materialize, it could have a material adverse effect on the Group's business, financial condition, and results of operations.

#### **Risk of failure to make profitable investments, particularly in ongoing development activities.**

Ability to commence and complete the development, redevelopment or upgrading properties depends on a number of factors, some of which are beyond the Group's control. These factors include, in particular, the ability to obtain all required administrative decisions, to secure external financing on satisfactory terms or at all, to engage reliable contractors, and to secure suitable tenants.

Factors over which Group has limited or no control, which may delay or otherwise adversely affect the development or upgrading of its facilities, include:

• an increase in the cost of materials, labor or other costs that may make it uneconomical to complete the project;

• actions of public authorities and local governments resulting in unforeseen changes to land-use plans and architectural and construction requirements;

• defects or limitations in the legal titles to plots of land or buildings we acquire, or defects, limitations or conditions relating to administrative decisions concerning plots of land we hold;

• changes in applicable laws, norms, regulations or standards, or in their interpretation or application, which come into force after we have commenced the planning or construction phase of a project, resulting in additional costs or causing delays to the project;

• violations of building standards or norms, faulty construction methods or defective construction materials;

• industrial accidents, as yet undisclosed existing soil contamination, or potential liability under environmental and other relevant legislation, for example relating to archaeological finds or unexploded ordnance or building materials that are deemed harmful to health;

• forces of nature, such as bad weather, earthquakes, and floods, which can damage or delay projects; and

• acts of terror or riots, rebellions, strikes and/or civil unrest.

Investment projects may only be carried out if the relevant plots of land have the appropriate technical infrastructure required by law. The relevant authorities may require to create the legally required additional infrastructure as part of our construction work before issuing permits. Such additional work may significantly affect the construction costs of the facility in question.

In addition, the development of certain projects may become uneconomic and/or unfeasible for reasons beyond our control, such as a downturn in the property market or increased financing costs. The Group may not be able to complete these projects on time, within budget or at all, for any of the above or other reasons, which may increase costs, or delay or cause a project to be abandoned, which in turn may have a material adverse effect on Group's financial position and results.

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#### **Risks related to general contractors and other third parties.**

Subcontracting of projects is outsourced to general contractors or other third parties. The successful completion of construction projects depends on the Group's ability to employ general contractors who deliver projects in accordance with accepted standards of quality and safety, on commercially reasonable terms, within agreed timeframes and within the approved budget. The inability to hire general contractors on commercially reasonable terms or the failure of general contractors to meet accepted quality and safety standards, their failure to complete construction or refurbishment on time or within the agreed budget, as well as the general contractors' demand for an increase in remuneration, especially due to an increase in the price of construction materials, may result in increased project costs, delays in project completion, or claims against the Group. In addition, the aforementioned events may adversely affect the Group's image and ability to sell completed projects.

Contractors and third-party service providers may be adversely affected by economic downturns, insolvencies or any other risks inherent to the provision of any such services. These risks include damages caused by severe weather conditions (e.g., fires, floods or natural disasters) and construction related delays due to personnel shortages, strikes, building site safety, governmental permits, adverse weather conditions, shortage of or inability to source building materials and transportation issues, any of which may be influenced by the respective parties' reliance on third parties. The financial strength and liquidity of the general contractors may prove to be insufficient in the event of a significant downturn in the property market or increases in the cost of development, which in turn could lead to their bankruptcy, adversely affecting the execution of the Group's strategy.

In connection with the construction of developments, the Group enters both general construction contracts, as well as contracts for the execution of specific works, including road-, water-, and sewage-related works. These contracts contain provisions to secure the performance of general contractors' obligations and secure claims against them, for example, by establishing a guarantee of proper and timely performance of the subject of the contract (in the form of a performance bond or a bank or insurance guarantee), as well as by establishing contractual penalties for delays.

However, these provisions may not cover all costs and damages incurred in such circumstances, and they may not completely eliminate the consequences of delays in the construction of a project, such as an unplanned increase in completion costs and a delay in revenue generation. In specific cases, it may turn out that the contractors are unable to satisfy the Group's claims, which in turn may result in an inability to cover the losses incurred.

Dependence on general contractors also exposes Group to all risks relating to the poor quality of the work of such general contractors, their subcontractors and employees, and to construction defects. In particular, the Group may incur damages due to the need to engage other contractors to correct faulty work or due to the need to pay compensation to persons who have suffered damages due to faulty work. Furthermore, there is a risk that such losses or costs will not be covered by the Group's insurance, by the contractor or by the relevant subcontractor. In addition, the Group may be affected by occupational accidents involving persons employed by its contractors.

Although the Group is not directly liable for workplace accidents affecting employees of construction contractors carrying out work on construction sites, accidents may nevertheless cause disruptions to the contractors' work, which may consequently cause delays in project execution and generate additional costs.

Furthermore, there can be no assurance that contractors or third-party service providers will not terminate agreements with the Group or enter into default. The Group's ability to continue its business operations upon any termination, default or similar circumstances caused by contractors or service providers is limited by, among others, the availability of qualified replacement contractors or service providers and/or our ability to enter into favorable agreements with them. Subsequently, following any termination, default or similar circumstance, the Group may no longer be able to develop, manage, operate, and maintain real estate properties or to assess or manage Group's transactions.

Any of these events could negatively affect the Group's profitability and financial position or result in claims, which could have an adverse effect on Group's reputation.

### **The risk of failure to obtain the necessary approvals, licenses, titles or permits for properties and future developments, which could have a material adverse effect on the Group's business, financial condition or results of operations.**

As part of operations and in managing assets, the Group is required to obtain numerous permits, arrangements, approvals, consents, administrative decisions or other types of rulings by public authorities including permits for the construction and use of its investment properties. Further approvals and permits with respect to, among others, density, site planning and protection of the environment may also be required. Obtaining such permits and approvals may be time consuming and is often, in particular with regard to land use plans (including the implementation of new zoning plans for our projects), subject to the discretion of the local authorities and may require significant resources.

The Group cannot assure that all such permits, arrangements, approvals, consents, administrative decisions or other types of rulings by public authorities in connection with existing properties or new investments will be obtained in a timely manner, or that they will be obtained at all, or that permits, consents, administrative decisions or other types of rulings by public authorities held now or obtained in the future will not expire, be revoked or cancelled, or that their validity will be extended in a timely manner.

In addition, public administration authorities may make the issuance of certain administrative decisions or other rulings subject to compliance with certain additional conditions (including, for example, provision of appropriate infrastructure) or obligations, which may involve additional costs and prolong the proceedings, resulting in a temporary inability to generate revenue.

In addition, the Group may seek to make changes to some of projects or facilities, as well as changes to the use of the properties so as to use them more efficiently or in line with trends in the property market at the time. It may not be possible to implement such changes, due to difficulties in obtaining or amending the required permits, approvals, administrative decisions or other rulings by public administration authorities, particularly in the case of properties entered in the register of historic buildings.

The Group's ability to obtain the permits required to realize development projects is dependent on ability to meet the relevant regulatory and planning requirements. The Group own property in numerous geographies and may therefore need to meet different requirements for each geography while being subject to various authorities' discretion in granting such permits.

The Group's progress in development activities is highly dependent on the decisions of such local authorities, and this process is often uncertain and political, and may require significant efforts in order to secure the necessary approvals. There can be no assurance that the necessary approvals will be received, or that they will be received in a timely manner or without unfavorable provisions and/or conditions. Planning regulations and permits could also be challenged within the relevant statutory period, which could eventually lead to delays in the realization or even in completion of a particular development project.

In addition, social and environmental organizations, as well as owners of neighboring properties and local residents may take action to prevent from obtaining the required permits, approvals, administrative decisions or other rulings by public authorities, including by participating in administrative and court proceedings, challenging decisions, rulings and judgments issued in the course of such proceedings, as well as by disseminating negative and defamatory information regarding Group's investments. In particular, the above actions may significantly delay execution of investment activities, the achievement of expected revenues, and may cause the Group to incur additional costs in connection with its investments.

The materialization of any of the foregoing risks could materially affect development activities and results of operations.

### **Development activities depend on the Group's ability to acquire real estate properties at economically reasonable prices.**

The efficiency and scale of the Group's operations depend on the supply of suitable land properties for development, the price level of these properties, and their legal status. The Group's ability to secure land for development projects in attractive locations depends on several factors, including the efficiency of operations, as well as on objective factors within the market environment, such as strong competition in the land market, the length of time required to change the legal purpose of land and limited supply of land with appropriate infrastructure.

Land prices are indirectly influenced by the demand for the rental of warehouse, manufacturing and office space, as well as the macroeconomic situation, the availability of financing, the supply of warehouse, manufacturing and office space in a given area, and tenants' expectations regarding standard and location of the properties. An increase in future land prices may also adversely affect the competitiveness and profitability of the Group's new developments. Conversely, a decline in the value of land may result in lower valuations of the Group's investment properties and may adversely affect the competitiveness, profitability and valuation of some of existing projects.

In addition, an inability to identify and acquire land for development projects at economically feasible prices could materially impact Group's business, financial position, and results of operations.

### **The Group may be unable to identify all risks associated with properties and may overestimate the value of such acquisition and development opportunities.**

The development and management of real estate properties are subject to risks caused by, including, the condition of the real estate property, the inaccurate assessment of any of the investments, unfavorable financing conditions, and changes in the legislative and regulatory environment or any other factor, including those beyond the Group's control.

We may not be able to identify all material risks in connection with the due diligence processes that the Group conduct prior to an acquisition. The Group may also not be able to assess whether the original owner of an acquisition target or any potential successor has obtained, maintained or renewed all required permits, satisfied all permit conditions and obtained all necessary licenses.

Any acquisition target may suffer from hidden defects or damages that we were not able to discover in the course of the acquisition process. Consequently, there can be no assurance that all risks related to the acquisition of real estate properties have been identified, evaluated and addressed accordingly. The Group's ability to identify and evaluate all risks relating to the unrestricted ownership title to real estate properties and third-party rights relating to acquisition targets may also be limited in certain instances. Legal, tax and/or economic liabilities may be, or may have been, insufficiently or inaccurately evaluated.

In addition, the representations and warranties we receive from sellers in the sale and purchase agreements for such acquisitions may not cover all risks or fail to cover known and existing risks sufficiently. Additionally, warranties may be or become unenforceable. In some cases, a seller may refuse to make any representation or warranty as to risks associated with the acquisition or make no representation or warranty as to the sufficiency and correctness of the information made available in the context of a due diligence investigation. Due to the high competition for attractive land plots or buildings suitable for development projects, the Group may has to accept purchase agreements with very limited or even no representations and warranties.

Furthermore, the Group may overestimate the earnings potential and potential synergies from acquisitions, as well as underestimate the rental and cost risks, including expected demand from tenants for the respective property and expected capital expenditures for developing, maintaining or modernizing the property, and consequently pay a purchase price that exceeds a property's actual value. In addition, properties could be inaccurately appraised, even if they were acquired on the basis of valuation reports by reputable independent appraisers and due diligence investigations. Therefore, neither a particular cash flow from rentals, nor a certain retail price can be guaranteed with respect to acquired properties.

The realization of any risk described above could have a material adverse effect on the Group's business, financial condition, and results of operations.

### **Risks related to operating in multiple jurisdictions and dependence on economic, political and market developments.**

The Group operates in the following four jurisdictions: Poland, Germany, Romania and Austria. As a result, Group needs to appropriately adapt internal regulations, including those related to monitoring and reporting. Any mismanagement of foreign investments or inadequacy of internal regulations could materially adversely affect Group's reputation, business, and financial performance.

### **A significant portion of Group's properties is located in Poland, which increases the risk of geographical concentration.**

As of December 31, 2024, 76% of the Group's portfolio based on fair value was located in Poland and for the twelve months ended December 31, 2024, 85% of rental income was generated by properties located in Poland. As a result of the geographical concentration of the Group's portfolio, performance may be disproportionately affected by negative market developments in Poland. In addition, given the geographic concentration of properties, the outcome of a catastrophic environmental or other event, such as a flood, fire, terrorism or other disaster, could be more severe for the Group compared to a more geographically diversified portfolio of properties.

#### **The business is dependent on qualified personnel, including key personnel such as senior management.**

The success of the Group's business depends on a large extent on executives, who have the knowledge and experience in running the business of developing, leasing and operating warehouse and manufacturing centers. The current members of management have substantial experience in the real estate industry and/or have held other key senior management positions and have gained expertise that is particularly necessary to run and develop our business with respect to the search for and acquisition of both new locations for investments and tenants with an established position in the market, as well as the construction, marketing and management of logistics parks. In the event of departure of one or more of these key personnel, the Group may not be able to replace them with suitable successors, which could affect operational and financial results. Any unanticipated changes in key personnel may also be disruptive to our business operations, and growth strategy may require hiring of additional qualified employees. In addition, these factors may adversely affect Group's ability to further develop its business or even to complete projects already underway.

### **The Group is subject to strict environmental regulations and may face liability for environmental claims.**

The owners and operators of real estate in the Group's jurisdictions are subject to strict environmental laws that require them to comply with current and future environmental standards and to prevent and remediate any contamination or damage. According to the applicable legislation, the entity using the environment is obliged to take preventive and remedial measures to prevent or eliminate environmental damage. In addition, if an imminent threat of environmental damage or environmental damage has been caused with the consent or knowledge of the landowner, the landowner is obliged to take preventive and remedial measures jointly and severally with the entity using the environment that caused it.

In addition, to develop projects, the Group must obtain a number of environmental approvals and permits, including waste management and water permits, and pay environmental fees. The Group properties may be affected by environmental issues that could expose Group to liabilities and put us at risk of non-compliance with our obligations under existing permits. The Group also may be exposed to damage as a consequence of sudden and unforeseen environmental pollution caused by events related to infrastructural development or caused by forces of nature.

The Group has complied with all environmental protection requirements stipulated by the applicable legislation, and the tenants of warehouse and manufacturing spaces have not conducted or are not conducting activities harmful to the environment within the meaning of environmental protection regulations. However, the Group may be required to pay damages, administrative fines or incur remediation costs resulting from environmental pollution on its land or on land the Group's acquires in the future.

If the relevant authorities discover violations of applicable environmental laws, the Group may be subject to fines and other penalties. Any of the foregoing could have a negative impact on Group's reputation, financial position, and results of operations.

### **Legislative changes may have negative consequences for the markets in which the Group operates, which may significantly affect the Group's operations and financial situation.**

The Group's operations are subject to several laws and regulations. Changes to applicable laws, could have a significant impact on the Group's business and its financial results. The entry into force of a new, economically significant regulation may directly cause significant changes in the commercial real estate market through a significant rise in project costs or a change in agreements with purchasers or tenants.

Local zoning laws are subject to change and may interfere with the intended use of the Group's properties. In addition, the enactment of any new law or regulation that is open to conflicting interpretations may give rise to uncertainty as to the current legal status, which may in turn lead to the temporary suspension of projects for fear of possible adverse consequences of the ambiguous laws or regulations. The above factors may have a material adverse effect on Group's business, financial position, and results of operations.

#### **Risks related to changes in and unfavorable interpretations of tax laws.**

The Polish tax system is characterized by a lack of stability. At the same time, the interpretation of the regulations themselves by the tax authorities and administrative courts is also subject to significant changes, which may have negative consequences for entities adhering to known previous interpretations of these regulations. The Group also has operations in Romania, Germany and Austria. Tax laws are changed frequently, many times to the disadvantage of taxpayers. The interpretation of the rules may also be subject to similar changes. Frequent changes in the law governing the taxation of business activities and divergent interpretations and variability of such interpretations in the application of tax laws by the tax authorities may prove detrimental to the Group's business and results of operations.

### **The Group may be unable to find or retain suitable tenants on acceptable terms or in a timely manner, and existing tenants may be unable to meet their payment obligations.**

Attracting good tenants, especially anchor tenants is crucial to ensuring commercial success. Key tenants play an important role in generating further growth of the logistics park segment. The Group may face difficulties in securing tenants during periods of economic downturn.

In addition, the termination of a lease agreement by any of the key tenants may adversely affect the attractiveness of the park. If a tenant defaults on its lease agreement, is declared bankrupt or restructuring proceedings are initiated against it, there may be a delay in rent payments or a decline in rental income, the effects of which Group may not be able to offset.

Furthermore, new developments or trends in the market standard of commercial real estate could result in decreasing demand if such properties do not meet such new requirements. Any extension or change to the property may lead to additional unforeseen costs and expenses. The materialization of this risk may lead to a significant deterioration in the Group's rental income, and by extension, its financial position and results of operations.

In addition, when existing lease agreements expire, the Group may not be able to release its commercial properties immediately, and it may take time to locate and secure a successor tenant for such space or property, which could have a negative effect on its business, financial position and results of operations. In extreme cases, long-term vacancies may occur. The economic success of the Group's business depends significantly on its ability to generate rental income from the lease of properties to suitable tenants. Tenants may fail to meet their rental obligations for a plethora of reasons, including a change in financial position. Adverse developments of any of the foregoing factors may lead to tenants' inability to meet their obligations under their lease agreements.

#### **Tenants' operations in logistics properties of the Group may give rise to third-party damage claims.**

The Group leases warehouse and manufacturing space to entrepreneurs conducting various types of business activities on the premises. In their lease agreements, tenants undertake third-party liability insurance on account of conducting business activities on the properties; nevertheless, an injured person may be unable to pursue compensation claims against the tenants for damages arising in connection with their business activities, in particular business activities that may cause environmental damage or damage resulting from faulty construction of the warehouse facilities. Such a situation could give rise to civil claims against Group as ownerof the land and facilities where the activities giving rise to third-party damage are carried out.

### **Insufficient utility volumes may have a negative impact on Group's business, financial condition or results of operation.**

In connection with the lease agreements concluded with prospective tenants, the Group undertakes to connect the constructed properties to the utilities necessary for the tenants' operations. In turn, tenants pay for all services related to the use of the facilities, including fees for, among other things, electricity and gas consumption, central heating, cold and hot water, sewage disposal, and waste disposal.

All logistics parks have secured access to utilities adequate to meet the tenants' current demand, and properties purchased by the Group can be connected to utilities of a similar type. However, due to an increase in the demand for utilities, the current capacities may prove insufficient in the future or the projected capacities of new investments may be underestimated. Any resulting shortfall in utility volumes may have a negative impact on Group's operations, financial position or results.

#### **Risks associated with unfavorable ground conditions.**

When purchasing land for new investments, an analysis of the terrain is carried out. However, due to the limited scope of this analysis and the possibility of the occurrence of ground features that are difficult to identify, there may be unforeseen difficulties during the development of the project, which may result in delays and increased costs of site preparation for construction. Adverse ground conditions may result from, among other things, high groundwater levels, instability of lower ground, environmental contamination and archaeological finds. The occurrence of such situations may adversely affect Group's operations and financial performance.

#### **We may be required to provide a guarantee of payment for construction works under Polish civil law.**

Pursuant to the provisions of the Polish Civil Code, a contractor of construction works commissioned by an investor to carry out a development project may at any time demand from the investor a payment guarantee in the form provided for by the Polish Civil Code, up to the amount of any claim for remuneration under the contract and additional works or works necessary for the performance of the contract accepted in writing by the investor. The right to demand a payment guarantee may not be excluded or limited by a legal act, and a withdrawal from the contract caused by a demand for a payment guarantee shall be ineffective. The request for a guarantee may entail costs for us, and the absence of the requested payment guarantee constitutes an obstacle to the execution of the works for reasons attributable to us. This in turn would entitle the contractor to demand remuneration under the rules specified in the Polish Civil Code, which may increase costs and delay the execution of projects and thus have a negative impact on our operations, financial position, or results.

#### **Risk of liability in the event of delays in completion or damage to leased warehouse space.**

The Group activities include the leasing of warehouse halls in storage and manufacturing centers. In the event that the halls are not completed on time or are damaged, Group may be obligated to pay contractual penalties, and risk tenants withdrawing from their leases or additional claims. In such circumstances, it may be required to make payments in connection with the termination of leases or to settle payments due under such leases. The occurrence of any of the events described above could have a material adverse effect on Group's operations, financial position, or results.

#### **Leases may be subject to termination or non-performance by prospective tenants.**

Prior to the construction of warehouse and manufacturing facilities, the Group enters into certain lease agreements with future tenants. In connection with these agreements, prospective tenants undertake to use the facilities which are going to be constructed in the future, for a fee, from the time agreed in the lease agreement. Such leases may expire or be subject to non-performance, for instance, due to insolvency, loss of creditworthiness or withdrawal by the tenants. The termination or non-performance of lease agreements by existing tenants may lead to the deterioration of Group's tenant portfolio and have a significant negative impact on its operations and results.

### **The Group may be required to incur maintenance, renovation and modernization costs, and any failure or inability to undertake such measures could have an adverse effect on its rental income.**

The attractiveness of rental properties in logistics parks depends not only on their location, but also on the condition in which they are kept. In order to maintain the attractiveness and profitability of the properties in the long term, the properties must be kept in good condition and sometimes may need to be upgraded to meet ever-changing market demands. In addition, the Group may be required from time to time to incur costs to undertake various maintenance and modernization measures to meet changing legal, environmental or market requirements, particularly with regard to health and safety requirements and fire protection. Any failure to maintain the properties could also pose a risk to the health and safety of our tenants as well as their employees, which in turn could cause the Group to be liable for any damages.

Maintenance, renovation and modernization measures may also lead to properties remaining vacant, at least temporarily, thereby leading to decreased rental income, especially if such measures take longer than expected.

While the Group anticipates that its properties may only require periodic maintenance for years following completion, the period of time between modernization measures may decrease in the future, due to applicable legal and regulatory requirements or tenants' increasing demand for modern, up-to-date infrastructure. The maintenance or upgrading of these properties will require significant financial expenditure.

If the actual costs of maintaining or upgrading such properties were to exceed the costs anticipated, or if, in the course of maintenance or upgrading work, the existence of latent defects not covered by insurance or a guarantee or warranty for the work performed were to be discovered, or if the Group is unable to increase rental rates in light of the legislation in force at the time or the provisions of the relevant leases, the Group will be forced to incur additional expenditure on the properties. The occurrence of the above-mentioned factors could have a material adverse effect on Group's business, financial condition, or results of operations.

#### **The Group face business risks stemming from central banks' monetary policy decisions.**

The global economy is characterized by volatility, uncertainty and declining growth. Rising inflation as a result of, among other things, supply-chain disruptions and Russia's aggression in Ukraine have prompted the European Central Bank as well as central banks in Poland and Romania to raise interest rate levels. A further rise in interest rates in Europe may increase Group's borrowing costs under the financial liabilities and thus affect its profitability.

### **The Group's profitability could suffer if operating, energy, heating and other costs related to the property management and maintenance of our commercial real estate portfolio increase.**

In managing and maintaining property holdings, The Group is subject to the risk that operating, energy, heating, insurance and other property maintenance costs could rise and that such costs cannot or can only in part be transferred to tenants. This can be triggered, for example, by the imposition of new and/or higher land taxes and other statutory contributions, changes in laws, regulations, and government measures (including those concerning health and safety as well as environmental protection), a rise in the inflation rate, higher energy prices, an increase in insurance premiums or an increase in maintenance and repair costs or capital expenditure for properties. Each of the aforementioned factors could reduce Group's profitability in the absence of a simultaneous rise in rental income or recharge of utility costs and service charges by tenants, or due to exhausted net rent potential. This in turn could have material adverse effects on Group's business, financial condition, and results of operations.

### **Title to some of Group's properties may be challenged or defective. Any impairment or defect in title could have a negative impact on Group's business, financial condition and results of operation.**

There is no guarantee that title to any of Group's properties will not be challenged or impaired. Third parties may have valid claims underlying portions of interests, including prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. As a result, Group may be constrained in ability to operate its properties or unable to enforce rights with respect to Group's properties. An impairment to, or defect in, title to Group's properties could have a material adverse effect on its business, financial condition, or results of operations.

#### **The Group is exposed to the risk of construction defects and defective construction materials.**

The Group is exposed to various risks relating to defective construction work or the use or installation of defective construction materials by third-party suppliers or contractors. The construction of new real estate properties involves health, safety and environmental risks. Specifically, building components might contain hazardous substances or the properties could bear other environmental risks. The warranty, guarantee or indemnity protection set forth in contracts with third-party suppliers and contractors, and the arrangements with insurance providers to insure against certain risks may prove to be insufficient or may not adequately protect Group against relevant risks. Furthermore, the Group may not be able to enforce claims in the respective amount, or at all, due to the third-party contractor's or supplier's insolvency, or for other reasons. Significant liabilities may not be identified or may only come to light after the expiry of our warranty, guarantee or indemnity claims. Unexpected levels of expenditure attributable to such construction defects or defective construction materials arising in relation to a development project may adversely affect Group's business, financial position, and results of operation.

### **We are exposed to risks related to environmental pollution and natural disasters, such as earthquakes, floods and other extreme weather events, including those related to infrastructural development, primarily technical disasters, or the effects of climate change.**

The real estate sector is exposed to risks relating to natural disasters and environmental pollutants. This damage could lead to additional costs for us that may not be, in whole or in part, covered by our insurance policies. During construction, there is a risk of water and soil pollution linked to the presence of hydrocarbons, chemicals, and other pollutants. There is also a risk of air pollution due to dust emissions and fine particles. Group's development projects may impact biodiversity due to the loss of vegetation from soil sealing. This could have a negative impact on Group's reputation and increase the risk of litigation. Environmental damage and pollution, whether caused by natural disasters, environmental pollutants or failure of or defects in the technology and equipment used by Group's buildings, or any other factor outside of our control could also prompt a loss of recognitions for certain environmental or health certifications. Any of the foregoing could have material adverse effects on our business, financial condition, and results of operations.

A failure to successfully manage the impacts of climate change may leave properties vulnerable to negative effects of changing climate conditions. Group's properties are increasingly exposed to extreme weather conditions which are becoming more frequent and harsher.

Such actual or threatened climate change related damage could increase the cost of, or make unavailable, insurance on favorable terms. The Group may face increased costs of resources such as water, energy, building materials and techniques due to climate change. Further, The Group may also need to comply with more stringent regulatory requirements and respond to higher stakeholder expectations regarding sustainability.

#### **The Group is exposed to risks associated with changes in currency exchange rates.**

The Group is subject to risks arising in connection with sale, purchase, credit and loan transactions which are denominated in currencies (chiefly the euro) other than functional currency. Financial statements are prepared in the Polish złoty, which is functional currency. In order to make estimates as to the level of capital required to achieve our strategic goals, The Group uses euro as a reference currency. Most of the investments executed and planned as part of business strategy is expressed in euro. Across all countries where the Group operate, debt financing is denominated in euros, contracts with general contractors are also concluded in the euro or denominated in this currency, and the Group earn rental income in euro or rents are denominated in euro. Hence, while the Group uses natural hedging to minimize or completely eliminate foreign exchange risk, a specific segment of its expenses, including certain construction costs, service fees, materials, utilities, and employee salaries, are incurred in the currencies of the geographic markets where we the Group is active, namely the Polish złoty, Romanian leu, or the euro.

For reporting purposes, the Group translate amounts denominated in the euro into functional currency. Considering the fluctuations in the PLN/EUR exchange rates, any significant appreciation of functional currency could notably decrease Group's revenue due to the conversion of rents denominated in the euro into PLN. If currency translation or transaction risk materialized, the value of revenue, costs, assets and liabilities reported in euro and translated into zloty could fluctuate due to changes in foreign exchange rates, thereby impacting Group's financial position.

![](_page_158_Picture_4.jpeg)

#### **The Group may be adversely impacted by environmental, social and governance matters**

In recent years, there has been an increased focus from investors, governmental and nongovernmental entities, and the public on ESG matters, including greenhouse gas emissions, renewable energy, packaging and waste, practices related to sustainable supply chain, energy and water use, diversity, equity and inclusion, human rights and social commitment. A variety of organizations evaluate, and measure the performance of, companies on such ESG matters, and the results of these assessments are widely publicized. If Group's ESG practices do not meet investor, tenant, or employee expectations, which continue to evolve, our brand, reputation, and tenant and employee retention may be negatively impacted.

The execution of ESG strategies to achieve goals, commitments, and targets are subject to risks and uncertainties, many of which may be outside of control and prove to be more costly than Group anticipate.

These risks and uncertainties include ability to achieve goals, commitments, and targets within the currently projected costs and the expected timeframes; unforeseen operational and technological difficulties; the outcome of research efforts and future technology developments; and the success of collaborations with third parties. It is possible that stakeholders may not be satisfied with ESG reporting, ESG practices or speed of adoption.

The Group could also incur additional costs and devote additional resources to monitor, report, and implement various ESG practices. Any failure, or perceived failure, to achieve ESG goals, commitments, and targets could damage Group's reputation and tenant, investor and other stakeholder relationships, and may even result in regulatory enforcement action.

#### **The Group may become involved in disputes in relation to property rights.**

Certain acquisitions or sales of property may be rendered void under applicable local law provisions as a result of insolvency, fraud, lack of consideration, gross undervaluation, avoidance of creditors, defrauding of creditors or as a result of other technical requirements in the conveyance of property. Further, there may be a risk of legal disputes with neighboring landowners, architects, project managers and suppliers, with respect to Group's refurbishment/construction projects. In addition, there can be no assurance that all permits necessary to legally own, develop or operate the properties have been obtained in compliance with all applicable laws. While the Group conduct detailed due diligence to identify any issues related to such permits and take all steps necessary to remedy any defects, there can be no assurance that this can be achieved on time and that regulators will not impose the suspension of the relevant properties' operation. If ownership interests over property or permits are successfully challenged, this could have a material adverse effect on Group's business, prospects, results of current and future operations, as well as financial condition.

#### **Risks Related to Regulatory, Legal, and Tax Matters**

In the event that contract clauses prove to be invalid, the use of standardized contracts could lead to claims against the Group from numerous contracts to a loss of receivables, or to increases expenses.

The Group uses standardized contracts in the ordinary course of business in contractual relationships with a large number of parties, in particular with tenants. A lack of clarity or any errors in these model contracts could therefore impact numerous contractual relationships. Changes in the legal environment affecting existing contracts could also impact numerous contractual relationships. Moreover, contracts seemingly signed as individual agreements could be considered general terms and conditions of business and, if violations of the applicable regulations were to occur, could be invalid or eligible for termination. Such developments could result in Group being forced to bear costs or could subject to large claims or cause us to suffer a loss of receivables.

#### **Real estate properties may be in violation of building codes and environmental regulations.**

Group's business is exposed to the risk of non-compliance with building codes or environmental regulations. There can be no assurance that all building codes or environmental regulation were, or are, complied with for all of our real estate properties. The Group may acquire real estate properties that are, at the time of the acquisition, not in compliance with environmental regulations, which remain undiscovered during the acquisition process. There can be no assurance that landlord responsibilities relating to environmental regulations, including, among others, environmental protection and energy efficiency, will not be amended or tightened in the future. Any measures utilized to adapt to future regulations could require capital-intensive modernization measures, which, in turn, may depend on the grant of building permits, issued by relevant building authorities. Subsequently, the Group may not comply with applicable building codes or environmental regulations and ultimately be in violation thereof.

#### **Risks related to legal proceedings.**

In the ordinary course of its business, the Group may, from time to time, become involved in various claims, lawsuits, investigations, arbitration or administrative proceedings, which may involve substantial claims for damages or other payments. Such lawsuits, investigations or proceedings may arise, in particular, from relationships with investors, tenants, employees, building contractors and other contractual counterparties as well as public authorities, including tax authorities. Adverse judgments or determinations in such lawsuits, investigations or proceedings may require the Group to change the way we do business or use substantial resources in adhering to settlements or pay fines or other penalties. In addition, the costs related to such proceedings may be significant and, even if there is a positive outcome, we may still have to bear part or all of advisory and other costs to the extent they are not reimbursable by other parties. In the ordinary course of its business, the Group may, from time to time, become involved in various claims, lawsuits, investigations, arbitration or administrative proceedings, which may involve substantial claims for damages or other payments. Such lawsuits, investigations or proceedings may arise, in particular, from relationships with investors, tenants, employees, building contractors and other contractual counterparties as well as public authorities, including tax authorities. Adverse judgments or determinations in such lawsuits, investigations or proceedings may require the Group to change the way we do business or use substantial resources in adhering to settlements or pay fines or other penalties. In addition, the costs related to such proceedings may be significant and, even if there is a positive outcome, we may still have to bear part or all of advisory and other costs to the extent they are not reimbursable by other parties.

### **The Group may be able to incur substantially more debt in the future. This could further exacerbate the risks associated with its leverage.**

Subject to the restrictions in senior secured loan facilities, the Bonds, and other outstanding debt, the Group may be able to incur substantial additional debt in the future, some of which could also be secured. In addition, the senior secured loan facilities do not, and the Indenture will not, prohibit the Group from incurring additional debt, including secured debt, or from repurchasing the Notes.

To the extent that the Group incurs additional debt or such other obligations, the risk associated with its debt described above, including possible inability to service debt, will increase.

Furthermore, subject to compliance with the terms of the Notes, additional debt that the Group incurs may be guaranteed by one or more of our subsidiaries or secured, with the result being that the Notes may be structurally or effectively subordinated to such additional debt. Accordingly, in any insolvency, the creditors under such structurally or effectively senior debt will generally be entitled to payment in full from the sale or other disposal of the assets of such subsidiary before the Issuer, as such subsidiary's direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

### **The Group's ability to generate cash depends on many factors beyond its control, and the Group may not be able to generate cash required to service its debt.**

The Group's ability to make scheduled payments to meet its other debt service obligations or to refinance its debt depends on its future operating and financial performance and ability to generate cash. The Issuer is dependent upon the cash flow from its operating subsidiaries in the form of dividends or other distributions or payments to meet its obligations, including the obligations under the Notes.

The operating performance and financial condition of such operating subsidiaries and the ability of such subsidiaries to provide funds to the Issuer will be affected by Group's ability to successfully implement its business strategy, as well as general economic, financial, competitive, regulatory, technical and other factors beyond its control. The operating subsidiaries may not generate enough income and cash flow sufficient to enable the Group to meet its payment obligations under the Notes.

If the Group cannot generate sufficient cash to meet its debt service obligations, including the Notes, or fund our other business needs, the Group may, among other things, need to refinance all or a portion of its debt, including the Notes, obtain additional financing, delay planned acquisitions, capital expenditures and capital allocation or sell assets.

### **Restrictions imposed by the Notes, the senior secured loan facilities and certain of our other debt agreements limit or will limit Group's ability to take certain actions.**

The senior secured loan facilities, the Existing Polish Bonds and other outstanding debt agreements limit, and the Indenture will limit, Group's flexibility to operate its business and engage in transactions that might otherwise be beneficial to the Group. For example, certain of these agreements restrict the Issuer's ability to, among other things:

- borrow money;
- create certain liens;
- make certain payments;
- make certain asset dispositions;
- guarantee indebtedness;

or

• merge, consolidate or sell, lease or transfer all or substantially all of our assets.

All of these limitations currently are and will be subject to significant exceptions and qualifications. The Group's senior secured loans and existing Polish bonds also require that certain financial ratios be met and certain financial covenants be observed. For example, the Issuer is required to maintain a minimum capital ratio of 35% under the Existing Polish Bonds.

Furthermore, borrowers certain of Group's senior secured loan facilities are required to maintain a minimum DSCR of 1.2. The Group's ability to comply with these covenants and ratios and to meet these tests is dependent on its future performance, which will be subject to many factors, some of which are beyond the Group's control, including prevailing economic conditions. Group's failure to comply with these obligations could lead to a default under the senior secured loan facilities or the Existing Polish Bonds unless Group can obtain waivers or consents in respect of any breaches of these obligations under these credit facilities. The operating and financial restrictions and covenants in the senior secured loan facilities, the Existing Polish Bonds, the Indenture and certain of Group's other debt agreements may adversely affect ability to finance its future operations or capital needs or engage in other business activities that may be in its interest. In addition to limiting Group's flexibility in operating its business, a breach of the covenants in the senior secured loan facilities, the Notes or the inability to comply with the required financial ratios could cause a default under the terms of each of those agreements, causing all the debt under those agreements to be accelerated. If any of the Group's debt is accelerated, Group may not have sufficient funds available to repay such debt, which could materially and negatively affect its financial condition and results of operation and, consequently, its ability to service, or otherwise make payments on, the Notes.

#### **Certain covenants may be suspended upon the occurrence of a change in the Group's ratings.**

The terms of the Green Bond will provide that if, at any time following the date of the issuance date, the Issuer receives any two of the following ratings (a) Baa3 or higher by Moody's, (b) BBB- or higher from S&P or (c) BBBor higher from Fitch, and no Default or Event of Default has occurred and is continuing, then, beginning on that day, certain covenants will cease to be applicable to the Notes. Please see "Description of the Notes— Suspension of certain covenants when Notes rated investment grade."

If these covenants were to cease to be applicable, the Group would be able to incur additional indebtedness or make payments, including dividends or investments, which may conflict with the interests of holders of the Notes.

![](_page_162_Picture_4.jpeg)

#### *2. 2.2 Business development prospects*

MLP Group's strategic goal is to continuously expand its warehouse space portfolio in the European market, specifically in Poland, Germany, Austria, and Romania.

The Group aims to achieve its strategic objectives by constructing the following types of buildings:

(1) big-box warehouse facilities, primarily addressing e-commerce growth and increased demand from light industry customers, driven by such factors as relocation of production from Asia to Europe; and

2) city logistics projects as assets with a high potential for growth driven by rapid growth of the e-commerce business; The Group responds to this demand by offering: smaller warehouse units (ranging from 700 sqm to 2,500 sqm), located within or close to city boundaries with easy access to labour and public transport.

The strategic goals of MLP Group were announced in Current Reports No. 10/2024 of 28 March 2024 and 10/2024/K of 4 March 2024.

According to the Statistics Poland (GUS) data, Gross Domestic Product in the fourth quarter of 2024 increased by 3.2% year on year. Compared with the third quarter, the increase was 1.3%. The average annual inflation rate was 3.6% in 2024 (compared with 11.4% in 2023).

MLP Group has taken measures to mitigate various risks, including the current high prices. The Group's commercial rents are automatically adjusted based on the HICP inflation index, as stipulated in the contracts with tenants. MLP Group is also resilient to currency risk thanks to a natural hedging strategy, as rents are expressed or denominated in the euro, which is also the currency of contracts with general contractors and financial liabilities. Moreover, the property portfolio is also valued in the euro. With respect to its interest rate risk exposure, the Group has in place an IRS or fixed interest rate locked in for five years to hedge cash flows related to repayment of its credit facilities. The hedging covers 80% of liabilities under the Group's credit facility agreements.

MLP Group is optimistic about the future of the warehouse market in all the countries where it operates. Demand for state-of-the-art warehouse and manufacturing space remains high. Russia's aggression in Ukraine is leading to shorter supply chains, higher levels of warehouse stocks, and relocation of production from conflict zones. Ukrainian businesses and international companies operating in Ukraine will relocate warehouses to other countries, including Poland. Also, foreign companies are withdrawing from the Russian market. This will increase demand for warehouse and logistics space in Poland and other markets served by MLP Group.

#### **Warehouse space market in 2024**

### **Poland**

The Polish industrial property market continues to grow rapidly, as evidenced by 2.6 million sqm of modern warehouse space delivered in 2024. The total stock of warehouse space already amounts to 34.5 million sqm, of which as many as 15.8 million sqm are projects delivered over the last five years. In 2025, the new supply will be lower than in previous years, but still significant (approximately 1.8 million sqm).

Total demand in 2024 reached 5.828 million sqm, up 4% year on year, with no major change in the contract structure. As in 2023, new contracts and expansions accounted for approximately 58% of lease transactions. 42% of the lease transaction volume consisted of renegotiations. The sectors with the largest share of demand included retail and e-commerce (38%), logistics and distribution (32%), production and automotive (16%).

Low speculative supply and strong demand in the fourth quarter (2.03 million sqm) led to a 0.5pp drop in the vacancy rate, which reached 7.5% at the end of December 2024 (up 0.1pp year on year).

Monthly base rents remained stable at EUR 3.20–5.75 per sqm for big-box warehouses and EUR 4.00–8.25 per sqm for SBU/city logistics projects.

*Source: MARKETBEAT Polska, Warehouse Space Market Q4 2024, Cushman & Wakefield*

#### **Germany**

In the German industrial and logistics property market, demand remained suppressed throughout 2024. The total lease volume was 4.9 million sqm, down by approximately 8% year on year. However, this decline was much less significant than in 2023, when the lease volume fell by 35%.

Similarly to the previous year, the number of completed projects continued to decrease, with the total completed space shrinking to 3.7 million sqm. Currently, approximately 4 million sqmm of warehouse space is under construction, indicating that the situation is not expected to worsen further in 2025.

Despite the sharp decline in newly completed warehouse space and cautious demand from tenants, the vacancy rate nationwide rose to 3% by the end of 2024. In the case of big box facilities, the vacancy rate reached 3.4%. The upward trend slowed significantly throughout the year, and the situation is expected to continue stabilising in 2025.

Investment activity in the German industrial and logistics property market reached EUR 7.7 billion, marking a 7% increase compared to the previous year. This makes this segment the most important asset class in the commercial property market. As many German investors maintain a cautious stance, this strong result is largely attributed to foreign investors, who have expanded their engagement. They accounted for 78% of the total volume, an increase of 26 percentage points. This trend clearly highlights the strong confidence international investors have in the German market.

*Source: Germany Real Estate Market Outlook 2025, CBRE Research*

#### **Romania**

By the end of 2024, the stock of modern industrial and logistics space in Romania reached 7.9 million sqm. The annual supply of new space was approximately 690,000 sqm of leasable space, up 40% year on year.

The regional distribution of modern warehouse stock clearly positions Bucharest as the country's logistics and industrial hub, accounting for 47% of the total leasable space. In 2024, with the addition of 192,100 sqm, the total space of modern industrial warehouse facilities in Bucharest reached 3.7 million sqm. It is expected that in 2025, the inventory of modern warehouse space in the country will increase by an additional 265,500 sqm of leasable space, taking into account projects under construction at the end of 2024.

As at the end of the fourth quarter, the total vacancy rate for modern warehouse space fell to 4.0%, from 5.6% at the end of the first half of the year. In Bucharest, the vacancy rate is slightly higher, reaching 5%, compared to 3.2% in regional cities.

In 2024, 880,400 sqm of space was contracted as part of the total leasing activity (TLA). This is slightly lower than the historical highs reached in 2022 and 2023, when annual lease volumes exceeded 1 million sqm.

In 2024, monthly rents at the best facilities rose by EUR 0.25/sqm. to EUR 4.75/sqm at the end of the third quarter. In the fourth quarter, the rents remained stable. Given the high development costs, steady demand, and the decline in the number of speculative projects, it is expected that rents for the best properties will rise in 2025.

*Source: Market Outlook 2025 Romania Real Estate, CBRE Research.*

#### **Austria**

In 2024, approximately 474,000 sqm of new space was built in the Austrian market, while demand was around 137,000 sqm. For the first time since 2020 and for the second time in the last eight years, the number of completed projects significantly exceeded the level of demand for lease.

Approximately 145,000 sqm of new space is expected to be completed in 2025. Speculative construction of new facilities is limited, as developers are increasingly starting projects only after securing a certain level of initial lease commitment.

The vacancy rate is expected to increase further from the 4.75% recorded in April 2024. Luxury locations remain in high demand, with interest in new projects primarily focused on these areas.

At the end of the previous year, the monthly rent was EUR 7.10/sqm, up 2.2% on 2023. By the end of 2025, it is expected to reach EUR 7.25/sqm. Rent for logistics properties in the city centre is expected to be higher due to lower supply.

*Source: Austria Real Estate Market Outlook 2025, CBRE Research*

![](_page_165_Picture_7.jpeg)

## **3. Financial position of the Group; management of financial resources**

#### **3. 1 Key economic and financial data disclosed in the Group's consolidated financial statements for 2024**

#### *3. 1.1 Selected financial data from the consolidated statement of financial position*

**Structure of the consolidated statement of financial position (selected material items):**

|                                            | 31 December<br>as at<br>2024 | % share     | 31 December<br>2023    | % share     | Change (%) |
|--------------------------------------------|------------------------------|-------------|------------------------|-------------|------------|
| ASSETS<br>Non-current assets<br>Including: | 6 469 997<br>5 663 646       | 100%<br>88% | 5 089 628<br>4 667 657 | 100%<br>92% | 27%<br>21% |
| Investment property                        | 5 549 613                    | 86%         | 4 541 505              | 89%         | 22%        |
| Other long-term investments                | 62 921                       | 1%          | 87 481                 | 2%          | -28%       |
| Current assets                             | 806 351                      | 12%         | 421 971                | 8%          | 91%        |
| Including:                                 |                              |             |                        |             |            |
| Short-term investments                     | 2 789                        | 0%          | 1 722                  | 0%          | 62%        |
| Trade and other receivables                | 124 321                      | 2%          | 64 315                 | 1%          | 93%        |
| Other short-term investments               | 897                          | 0%          | 8 610                  | 0%          | -90%       |
| Cash and cash equivalents                  | 668 055                      | 9%          | 344 247                | 7%          | 94%        |

| as at                                                                           | 31 December<br>2024                 | % share            | 31 December<br>2023                 | % share            | Change (%)        |  |
|---------------------------------------------------------------------------------|-------------------------------------|--------------------|-------------------------------------|--------------------|-------------------|--|
| EQUITY AND LIABILITIES<br>Total equity<br>Non-current liabilities<br>Including: | 6 469 997<br>2 746 186<br>3 365 501 | 100%<br>42%<br>52% | 5 089 628<br>2 395 628<br>2 351 692 | 100%<br>47%<br>46% | 27%<br>15%<br>43% |  |
| Borrowings and other debt<br>instruments, and other non-current<br>liabilities  | 2 941 550                           | 45%                | 1 986 579                           | 39%                | 48%               |  |
| Current liabilities<br>Including:                                               | 358 310                             | 6%                 | 342 308                             | 7%                 | 5%                |  |
| Borrowings and other debt<br>instruments                                        | 244 563                             | 4%                 | 206 080                             | 4%                 | 19%               |  |
| Trade and other payables                                                        | 102 497                             | 2%                 | 127 464                             | 3%                 | -20%              |  |

As at 31 December 2024, the Group's investment property, comprising logistics projects, continued as the key item of the Group's assets, accounting for 86% of total assets. Liabilities under borrowings and other debt instruments and equity were the largest items of total equity and liabilities, representing 49% and 42% of the total, respectively. The increase in liabilities under borrowings and other debt instruments was mainly attributable to:

(i) the issue of new Series G notes worth EUR 41 million on 8 March 2024,

(ii) the issue of notes with a total nominal value of EUR 300 million on 9 October 2024,

(iii) the execution of a new credit facility agreement with ING Bank Śląski S.A. in April 2024 by the subsidiaries MLP Poznań and MLP Poznań II; the facility amount is EUR 15.2 million (including EUR 13.3 million to refinance existing debt),

(iv) the execution of an amendment to the credit facility agreement by the subsidiary MLP Pruszków V Sp. z o.o. with BNP Paribas Bank in September 2024; a credit facility tranche of EUR 11.2 million was disbursed in 2024 .

At the same time, the Group:

(i) redeemed EUR 20 million worth of Series D notes at maturity,

(ii) redeemed EUR 4 million worth of Series E notes on 15 October 2024,

(iii) made an early redemption of EUR 29 million worth of Series F notes on 25 November 2024,

(iv) made a full prepayment of debt for a total principal amount of EUR 67.4 million, including accrued interest and other fees related to the prepayment, in respect of credit facilities taken out by MLP Pruszków VI, MLP Czeladź, MLP Łódź, II, MLP Pruszków II, and MLP Bucharest West SRL. The prepayment took place in October 2024.

| Logistics park | 31 December<br>2024<br>[EUR thousand] | 31 December<br>2024<br>[PLN thousand] | 31 December<br>2023<br>[EUR thousand] | 31 December<br>2023<br>[PLN thousand] | Change<br>[EUR thousand] |  |
|----------------|---------------------------------------|---------------------------------------|---------------------------------------|---------------------------------------|--------------------------|--|
| POLAND         | 972 544                               | 4 155 681                             | 844 659                               | 3 672 575                             | 127 885                  |  |
| GERMANY        | 208 221                               | 889 729                               | 137 340                               | 597 154                               | 70 881                   |  |
| AUSTRIA        | 74 800                                | 319 620                               | 23 300                                | 101 308                               | 51 500                   |  |
| ROMANIA        | 29 961                                | 128 023                               | 25 714                                | 111 805                               | 4 247                    |  |
| Total          | 1 285 526                             | 5 493 053                             | 1 031 013                             | 4 482 842                             | 254 513                  |  |
|                |                                       |                                       |                                       |                                       |                          |  |

*\* Property value net of perpetual usufruct of land and residential properties.* 

According to valuations made as at 31 December 2024, the total value of the Group's property portfolio was EUR 1,285,526 thousand (PLN 5,493,053 thousand), having increased by EUR 254,513 thousand relative to 31 December 2023. The change was primarily driven by (i) the completion and partial delivery of 93 thousand sqm of new space in Poland, and (ii) the construction of new buildings with a total area of 156 thousand sqm in Poland and Austria.

![](_page_167_Figure_14.jpeg)

![](_page_168_Figure_0.jpeg)

![](_page_168_Figure_1.jpeg)

The higher valuation of existing buildings in 2024 was driven by: (i) valuation of properties that were transferred from construction in progress in 2023 to existing buildings (EUR 111,304 thousand), and (ii) a EUR 6,413 thousand increase in the valuation of existing buildings.

### **Yield on existing portfolio (LFL Projects)**

|                    | YE 2024 | YE 2023 | Change % | Change in bps |
|--------------------|---------|---------|----------|---------------|
| Reversionary Yield | 6,40%   | 6,43%   | -0,02%   | -2 bps        |
| POLAND             | 6,54%   | 6,61%   | -0,07%   | -7 bps        |
| GERMANY            | 5,22%   | 5,08%   | 0,14%    | 14 bps        |
| ROMANIA            | 7,75%   | 7,75%   | 0,00%    | 0 bps         |
| AUSTRIA*           | n/d     | n/d     | n/d      | n/d           |

*\*As at December 31,2024 the project in Austria was under construction, and as at December 31, 2023 the project was in the process of obtaining a building permit.*

Undoubtedly, further interest rate cuts are expected in 2025 which shall inevitably translate, among other things, into lower yields and consequently an increase in the valuation of real estate.

![](_page_169_Figure_0.jpeg)

The chart above does not include perpetual usufruct of land and residential properties.

![](_page_169_Figure_3.jpeg)

*\* The chart above does not include perpetual usufruct of land and residential properties.*

*\* MLP Group performs a valuation of its property portfolio twice a year, as at 30 June and 31 December.* 

The valuation adjustment of PLN 1,010,211 thousand in 2024 reflects an increase based on the independent appraiser's valuation.

Factors contributing to the change:

1. increase of PLN 1,087,542 thousand in the fair value of the property portfolio (including PLN 666,471 thousand fair value change corresponding to the amount of expenditure incurred in the reporting period, and PLN 421,071 thousand change in excess of the expenditure amount),

2. foreign exchange losses of:

(i) PLN 15,766 thousand on the translation of the foreign property portfolio,

(ii) PLN 61,564 thousand on the translation of the Polish property portfolio.

#### **Investments and other investments**

|                                                |       | 31 December | 31 December |  |
|------------------------------------------------|-------|-------------|-------------|--|
|                                                | as at | 2024        | 2023        |  |
| Other long-term investments                    |       | 35 157      | 37 803      |  |
| Long-term loans                                |       | 17 554      | 16 922      |  |
| Receivables from measurement of Swap contracts |       | 12 999      | 34 478      |  |
| Other short-term investments                   |       | 897         | 8 610       |  |
| Total investments and other investments        |       | 66 607      | 97 813      |  |

Other long-term investments comprise the long-term portion of restricted cash of PLN 35,157 thousand, including: (i) cash of PLN 21,760 thousand set aside pursuant to the terms of credit facility agreements to secure payment of principal and interest, (ii) a PLN 9,283 thousand deposit comprising a security deposit retained from a tenant, (iii) cash of PLN 214 thousand set aside on the CAPEX account, (iv) other retained security deposits of PLN 3,761 thousand, and (v) a PLN 136 thousand bank guarantee.

Other short-term investments include restricted cash of PLN 897 thousand. The amount comprised mainly cash of PLN 767 thousand from a security deposit provided by a tenant and deposited with a bank.

**Cash**

| as at                                                                         | 31 December<br>2024 | 31 December<br>2023 |
|-------------------------------------------------------------------------------|---------------------|---------------------|
| Cash in hand                                                                  | 81                  | 117                 |
| Cash at banks                                                                 | 133 498             | 225 321             |
| Short-term deposits                                                           | 534 476             | 118 809             |
| Cash and cash equivalents in the consolidated statement of financial position | 668 055             | 344 247             |
| Cash and cash equivalents in the consolidated statement of cash flows         | 668 055             | 344 247             |

Cash and cash equivalents disclosed in the interim condensed consolidated statement of financial position include cash in hand and bank deposits with original maturities of up to three months.

As at 31 December 2024, the balance of cash was PLN 668,055 thousand, having increased by PLN 323,808 thousand on 31 December 2023.

**Equity**

**Net assets (NAV)**

![](_page_170_Figure_11.jpeg)

![](_page_171_Figure_0.jpeg)

![](_page_171_Figure_1.jpeg)

As at 31 December 2024, the net asset value was PLN 2,746,186 thousand, up by PLN 350,558 thousand (15%).

EBIT excluding the effect of revaluation was PLN 183,620 thousand as at 31 December 2024, having increased by 3% year on year (2023: PLN 177,013 thousand).

![](_page_171_Picture_4.jpeg)

Factoring out the negative effect of foreign exchange differences on rental income, caused by the appreciation of the złoty against the euro, the improvement in EBIT would have been 13%, with rental income, denominated in the euro, as a key contributor to this result. If the 2024 rental income was converted at the average exchange rate for 2023, it would be PLN 25 million higher, as shown in the charts below.

![](_page_172_Figure_2.jpeg)

![](_page_172_Figure_3.jpeg)

![](_page_172_Figure_4.jpeg)

![](_page_172_Figure_5.jpeg)

|                                             | EPRA NRV<br>31 December<br>31 December<br>31 December |                     | EPRA NTA<br>31 December | 31 December         | EPRA NDV<br>31 December |                     |
|---------------------------------------------|-------------------------------------------------------|---------------------|-------------------------|---------------------|-------------------------|---------------------|
|                                             | 2024<br>PLN million                                   | 2023<br>PLN million | 2024<br>PLN million     | 2023<br>PLN million | 2024<br>PLN million     | 2023<br>PLN million |
| IFRS Equity attributable to<br>shareholders | 2 746                                                 | 2 396               | 2 746                   | 2 396               | 2 746                   | 2 396               |
| Diluted NAV                                 | 2 746                                                 | 2 396               | 2 746                   | 2 396               | 2 746                   | 2 396               |
| Diluted NAV at Fair Value                   | 2 746                                                 | 2 396               | 2 746                   | 2 396               | 2 746                   | 2 396               |
| Exclude*:                                   |                                                       |                     |                         |                     |                         |                     |
| Fair value of financial<br>instruments      | 9                                                     | 31                  | 9                       | 31                  | -                       | -                   |
| NAV                                         | 2 737                                                 | 2 365               | 2 737                   | 2 365               | 2 746                   | 2 396               |
| Fully diluted number of<br>shares           | 23 994 982                                            | 23 994 982          | 23 994 982              | 23 994 982          | 23 994 982              | 23 994 982          |
| NAV per share                               | 114,1                                                 | 98,6                | 114,1                   | 98,6                | 114,4                   | 99,8                |

The EPRA Net Reinstatement Value is a measure of net asset value aimed at reflecting the cost required to rebuild the entity, assuming the entity will not sell its assets.

EPRA NTA EPRA Net Tangible Assets is a measure of net asset value, assuming entities buy and sell assets, thereby crystallising certain levels of deferred tax liability. It is calculated as total equity minus non-controlling interests, excluding derivatives measures at fair value and deferred tax on properties (unless such an item is related to assets held for sale).

EPRA NDV EPRA Net Disposal Value is a measure of net asset value under the assumption that the entity will sell its assets.

**Share capital**

EPRA NRV

| Share capital [number of shares] | 31 December<br>as at | 31 December<br>2024<br>2023 |  |
|----------------------------------|----------------------|-----------------------------|--|
| Series A shares                  | 11 440 000           | 11 440 000                  |  |
| Series B shares                  | 3 654 379            | 3 654 379                   |  |
| Series C shares                  | 3 018 876            | 3 018 876                   |  |
| Series D shares                  | 1 607 000            | 1 607 000                   |  |
| Series E shares                  | 1 653 384            | 1 653 384                   |  |
| Series F shares                  | 2 621 343            | 2 621 343                   |  |
| Total                            | 23 994 982           | 23 994 982                  |  |
| Par value per share [PLN]        | 0,25 PLN             | 0,25 PLN                    |  |

As at 30 June 2024, the Parent's share capital amounted to PLN 5,998,745.50 and comprised 23,994,982 shares conferring 23,994,982 voting rights in the Company. The par value per share is PLN 0.25. The entire capital has been paid up.

#### **Liabilities under borrowings and other debt instruments, and other liabilities**

| as at                                                                                                   | 31 December<br>2024 | 31 December<br>2024 |
|---------------------------------------------------------------------------------------------------------|---------------------|---------------------|
| Borrowings secured with the Group's assets                                                              | 1 390 177           | 1 568 901           |
| Bonds                                                                                                   | 1 457 088           | 321 752             |
| Non-bank borrowings                                                                                     | 17 097              | 16 952              |
| Total non-current liabilities under borrowings and other debt instruments                               | 2 864 362           | 1 907 605           |
| Finance lease liabilities (perpetual usufruct of land)                                                  | 56 240              | 58 382              |
| Liabilities from measurement of interest rate hedges                                                    | 4 237               | 3 959               |
| Performance bonds, security deposits from tenants and other deposits                                    | 15 888              | 16 272              |
| Lease liabilities (vehicles)                                                                            | 823                 | 361                 |
| Total other non-current liabilities                                                                     | 77 188              | 78 974              |
| Short-term bank borrowings and short-term portion of bank borrowings secured<br>with the Group's assets | 28 823              | 94 643              |
| Bonds                                                                                                   | 215 463             | 111 248             |
| Total current liabilities under borrowings and other debt instruments, and other<br>current liabilities | 244 286             | 205 891             |
| Liabilities under borrowings and other debt instruments, and other liabilities                          | 3 185 836           | 2 192 470           |

Liabilities under borrowings and other debt instruments represent a significant portion of the Group's total equity and liabilities. The Group uses mainly bank credit and corporate bonds to finance the construction of new facilities in the existing logistics parks and the purchase of land in new locations.

![](_page_174_Figure_4.jpeg)

The primary factors driving the amount of liabilities under borrowings and other debt instruments, and other liabilities were:

- issue of new Series G bonds and Eurobonds with a total value of EUR 300,041 thousand, partly offset by redemption of Series E, D and F bonds for a total amount of EUR 53,000 thousand;
- new bank loan agreement signed with ING Bank Śląski S.A. in April 2024 by the subsidiaries MLP Poznań Sp. z o.o. and MLP Poznań II Sp. z o.o.; disbursements under the facility made in 2024 totalled EUR 15,177 thousand;
- new bank loan agreement signed with Erste Bank der oesterreichischen Sparkassen in June 2024 by the subsidiary MLP Business Park Wien GmbH; no disbursements have yet been made under the facility;
- an amendment to a bank loan agreement, executed in September 2024 by the subsidiary MLP Pruszków V Sp. z o.o. with BNP Paribas Bank; in 2024, credit facility tranches totalling EUR 11,177 thousand were disbursed.

![](_page_175_Figure_1.jpeg)

Almost 85% of the credit facilities (and 80% bank loans and bonds) are hedged with IRS contracts for the next four years, resulting in limited exposure of interest rate fluctuations.

![](_page_175_Picture_3.jpeg)

51

#### *3. 1.2 Selected financial data from the consolidated statement of profit or loss*

#### **Consolidatedstatement of profit orlossforthe 12 months ended31December 2024 andthe corresponding periodof 2023:**

| for the 12 months ended 31 December                                                 | 2024      | % sales | 2023      | % sales  | Change (%) |
|-------------------------------------------------------------------------------------|-----------|---------|-----------|----------|------------|
| Rental income                                                                       | 214 802   | 100%    | 200 874   | 100%     | 7%         |
| Revenue from property management<br>services                                        | 157 619   | 73%     | 159 886   | 80%      | -1%        |
| Costs of self-provided property management<br>services                              | (143 829) | -67%    | (136 254) | -68%     | 6%         |
| Gross operating profit/(loss)                                                       | 228 592   | 106%    | 224 506   | 112%     | 2%         |
| Selling, general and administrative expenses                                        | (46 690)  | -22%    | (35 250)  | -18%     | 32%        |
| Gain/(loss) on revaluation of investment<br>property                                | 359 376   | 167%    | (257 680) | -128%    | 239%       |
| Other income                                                                        | 5 317     | 2%      | 2 140     | 1%       | 148%       |
| Other expenses                                                                      | (3 599)   | -2%     | (13 400)  | -7%      | 73%        |
| Operating profit/(loss) before gain/(loss) on<br>revaluation of investment property | 542 996   | 253%    | (79 684)  | -40%     | 781%       |
| Net finance income/(costs)                                                          | (88 457)  | -41%    | 18 841    | 9%       | -569%      |
| Profit/(loss) before tax                                                            | 454 539   | 212%    | (60 843)  | -30%     | 847%       |
| Income tax                                                                          | (82 352)  | -38%    | 8 768     | 4%       | -1039%     |
| Net profit/(loss)                                                                   | 372 187   | 173%    | (52 075)  | -26%     | 815%       |
| EBITDA without revaluation                                                          | 185 533   |         | 178 674   |          |            |
| EPRA earnings calculation                                                           |           |         |           | 2024     | 2023       |
| Net profit/(loss)                                                                   |           |         |           | 372 187  | -52 058    |
| EPRA Earnings adjustments                                                           |           |         |           |          |            |
| Gain on revaluation of investment property                                          |           |         |           | -359 376 | 257 680    |
| Changes in the fair value of financial instruments and related closing costs        |           |         |           | (472)    | 145        |
| Deferred tax on EPRA Earnings adjustments                                           |           |         |           | 68 371   | (48 987)   |
| EPRA Earnings                                                                       |           |         |           | 80 710   | 156 780    |
| EPRA Earnings adjustments for the Group                                             |           |         |           |          |            |
| Depreciation and amortisation                                                       |           |         |           | 1 913    | 678        |
| Exchange differences                                                                |           |         |           | (24 580) | (91 167)   |
| Deferred tax on the above adjustments                                               |           |         |           | 4 307    | 17 193     |
| Company adjusted EPRA Earnings                                                      |           |         |           | 62 350   | 83 484     |
| Company adjusted EPRA Earnings per share (PLN)                                      |           |         |           | 2,60     | 3,48       |

| EPRA Cost Ratio calculation                                                                                           | 2024    | 2023    |
|-----------------------------------------------------------------------------------------------------------------------|---------|---------|
| Administrative/operating expenses as per statement of profit or loss excluding<br>depreciation of investment property | 46 690  | 35 250  |
| Rental income                                                                                                         | 214 802 | 200 874 |
| EPRA Cost Ratio                                                                                                       | 22%     | 18%     |

| for the 12 months ended 31 December                                                                         |         |         | 2023       |
|-------------------------------------------------------------------------------------------------------------|---------|---------|------------|
| Earnings per share:                                                                                         |         |         |            |
| - Basic earnings per share (PLN) for the period attributable to holders of ordinary shares of<br>the Parent |         | 15,51   | (2,17)     |
| Diluted earnings per share (PLN) for the period attributable to holders of ordinary shares<br>of the Parent |         | 15,51   | (2,17)     |
|                                                                                                             |         |         |            |
| for the 12 months ended 31 December                                                                         | 2024    | 2023    | change (%) |
| Rental income from investment property                                                                      | 214 802 | 200 874 | 6,9%       |
| Recharge of service charges                                                                                 | 76 173  | 67 687  | 12,5%      |
| Recharge of utility costs                                                                                   | 78 532  | 88 598  | -11,4%     |
| Other revenue                                                                                               | 2 914   | 3 601   | -19,1%     |
| Rental income                                                                                               | 372 421 | 360 760 | 3,2%       |

Rental income from investment properties is the main source of the Group's revenue. In 2024, rental income was PLN 214,802 thousand, having increased by 6.9% year on year. The rise in rental income (up PLN 13,928 thousand) was primarily due to: (i) the delivery of a total of 225 thousand sqm of leased space in 2024, (ii) the renewal of lease agreements expiring in 2024, and (iii) the indexation of rents (5.4%).

The 11% decrease in revenue and 5% reduction in costs were a result of lower energy prices.Additionally, the gas price for 2023 was contracted before the outbreak of the war in Ukraine at a very attractive price, and after the increase in gas prices, MLP Group was able to achieve a high margin on gas sales in 2023. Such a situation did not occur in 2024, when gas prices stabilized.

![](_page_177_Picture_4.jpeg)

![](_page_178_Figure_0.jpeg)

#### **Change in key items of revenue in 2024 and 2023 (PLN million):**

*MLP Group S.A. Group • Consolidated report for the 12 months ended 31 December 2024* **Management Board's Report on the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2024** *(all data in PLN thousand unless stated otherwise)*

#### **Annualised rental income calculated from all existing lease contracts (PLN million)**

![](_page_178_Figure_3.jpeg)

#### *\*Na podstawie czynszów headline*

- · PLN 214.6 million of rent from existing assets from contracts signed before 2024.
- · New annualized rentals and renewals from contracts signed in 2024 will reflects PLN 85.6 million growth in 2025 onwards (+40% vs current year revenues.)

| for the 12 months ended 31 December                    | 2024      | 2023      | change (%) |
|--------------------------------------------------------|-----------|-----------|------------|
| Depreciation and amortisation                          | (1041)    | (695)     | 49,8%      |
| Property maintenance services                          | (73359)   | (61 874)  | 18,6%      |
| Utilities                                              | (70422)   | (74 161)  | -5,0%      |
| Administrative expenses and business development costs | (45649)   | (34 555)  | 32,1%      |
| Other recharged costs                                  | (48)      | (219)     | -78,1%     |
| Distribution costs and administrative expenses         | (190 519) | (171 504) | 11,1%      |

In 2024, distribution costs and administrative expenses amounted to PLN 190,519 thousand, representing a year-on-year increase of 11%. These costs include (i) costs of consumables and energy used, (ii) services, (iii) taxes and charges. The costs of consumables and energy used include the cost of utilities that are recharged to tenants. The main components of taxes and charges are property tax and usufruct charges, which are also recharged to tenants. Services include two cost groups: (i) property maintenance services, recharged to tenants, (ii) and services recognised as part of administrative expenses.

### **Change in key items of distribution costs and administrative expenses in 2024 and 2023 (PLN million)**

![](_page_179_Figure_4.jpeg)

*\*The increase in general and administrative expenses was mainly due to the creation of a provision for variable remuneration of the Management Board (as the financial indicators were not met for 2023, no provision was made), and disbursement of an additional bonus to the Executive Board*

The 5% (PLN 3,739 thousand) decrease in utility costs was attributable to a decrease in electricity purchase prices.

The 18% (PLN 11,485 thousand) growth in property maintenance costs was primarily due to a PLN 5,800 thousand rise in property tax expenses, of which 58% was attributable to the larger volume of space completed in 2023 (with tax payable from 2024), and the remaining 42% was due to higher property tax rates. Other factors behind the increase in property maintenance costs included: PLN 1,000 thousand increase in insurance costs, PLN 1,800 thousand increase in technical maintenance costs, and PLN 2,100 thousand increase in security and cleaning costs, reflecting the larger volume of space completed and the rise of the minimum statutory wages in 2024.

The Group also incurs administrative expenses and business development costs associated with its development activities. In 2024, administrative expenses and business development costs amounted to PLN 45,649 thousand, having increased by PLN 11,094 thousand year on year. In 2024, this item included costs of advisory, banking and consultancy services, costs of audit, valuations and marketing, IT expenses, and salaries and wages. The increase in selling, general and administrative expenses was mainly attributable to:

(i) payment of PLN 2,044 thousand as an additional bonus to the Management Board,

(ii) recognition of a PLN 5,012 thousand provision for variable remuneration of the Management Board (financial targets were not met for 2023 and no provision was recognised),

(iii) PLN 1,386 thousand increase in salaries and wages including employer paid contributions and benefits,

(iv) PLN 3,000 thousand increase in other administrative expenses and business development costs

In 2024, the Group reported net finance costs of PLN 88,459 thousand, being chiefly the effect of foreign exchange gains (PLN 24,580 thousand), interest on borrowings (PLN 84,639 thousand), and interest on notes (PLN 52,271 thousand).

In 2024, gain on revaluation of investment property of PLN 359,376 thousand was mainly attributable to:

- PLN 35,092 thousand gain on the revaluation of a project in Austria (transition to the construction phase),
- PLN 205,904 thousand gain on the revaluation of the German portfolio,
- PLN 114,051 thousand gain on the revaluation of the Polish portfolio.

The chart below presents changes in gain/loss on revaluation of investment property by quarter in 2024.

![](_page_180_Figure_12.jpeg)

#### *3. 1.3 Selected data from the consolidated statement of cash flows*

| for the 12 months ended 31 December                         | 2024      | 2023      |
|-------------------------------------------------------------|-----------|-----------|
| Net cash from operating activities                          | 92 187    | 176 906   |
| Net cash from investing activities                          | (685 072) | (486 866) |
| Net cash from financing activities                          | 912 077   | 335 722   |
| Total net cash flows                                        | 319 192   | 25 762    |
| Cash at beginning of period                                 | 344 247   | 315 200   |
| Effect of exchange differences on cash and cash equivalents | 4 616     | 3 285     |
| Cash and cash equivalents at end of period                  | 668 055   | 344 247   |

In 2024, the Group reported positive operating cash flows of PLN 92,187 thousand. As at the end of 2024, a year on-year drop in investment commitments, higher VAT and CIT receivables, as well as the recognition in 2024 of an asset under recorded operating lease payments led to a PLN 84,247 thousand decrease in cash for 2024 relative to 2023.

The Group reported negative cash flows from investing activities of PLN 685,072 thousand in 2024. In the corresponding period of 2023, negative cash flows from investing activities amounted to PLN 486,866 thousand. The largest expenditures incurred by the Group were outlays on the development of logistics parks in Poland as well as purchases of land at new locations, totalling more than PLN 692,875 thousand.

The largest expenditure item in both periods consists of capital expenditures on projects executed by the Group.

In 2024, the Group's cash flows from financing activities were positive, at PLN 912 million. The excess of financing cash inflows over outflows was mainly attributable to:

- an excess of proceeds from new issues: Series G notes with the nominal amount of EUR 41.0 million and green notes of EUR 300 million (total: PLN 1,473 million), over redeemed Series E, D, and F notes with a total nominal value of EUR 53 million (PLN 229 million),

- the refinancing of two projects, new credit facilities contracted and repayments of existing credit debt, resulting in a net positive cash flow of PLN 75 million,

- a full prepayment of debt for a total principal amount of EUR 67.4 million (PLN 299 million), including accrued interest and other fees related to the prepayment, in respect of credit facilities taken out by MLP Pruszków VI, MLP Czeladź, MLP Łódź, II, MLP Pruszków II, and MLP Bucharest West SRL. The prepayment took place in October 2024.

### **3. 2 Management Board's position on published forecasts**

The Management Board of MLP Group S.A. does not see any indications that the previously published forecasts of financial liabilities as at the end of 2024 may fail to be met considering the data disclosed in this quarterly report relative to the forecast presented in Current Report 5/2024.

In 2024, in connection with its investment projects involving construction of storage and office space, the Group's efforts in the area of managing its financial resources were mainly focused on securing and appropriately structuring the financing sources, and on maintaining safe liquidity ratios. The Management Board analyses and plans the Group's financing structure on an ongoing basis to deliver the budgeted ratios and financial results while ensuring that the Group's liquidity and wider financial security are maintained.

*MLP Group S.A. Group • Consolidated report for the 12 months ended 31 December 2024* **Management Board's Report on the activities of the MLP Group S.A. Group in the 12 months ended 31 December 2024** *(all data in PLN thousand unless stated otherwise)*

The Management Board believes that as at 31 December 2024 the Group's assets and financial standing were stable thanks to the Group's well-established position on the warehouse space market, combined with the relevant experience and operational capabilities in managing property development projects and leasing commercial space. Further in this report the Group's financial standing and assets are discussed in the context of the liquidity and debt ratios.

![](_page_182_Figure_3.jpeg)

### *3. 3.1 Profitability ratios*

The profitability analysis is based on the following ratios:

- **return on equity (ROE):** net profit/(loss)/adjusted equity (weighted average of the sum of share capital and share premium)
- **return on assets (ROA):** net profit (loss) / total assets.
- **LTV ratio:** means the quotient of total net debt (excluding valuation of borrowings at amortised cost) and the fair value of investment property (excluding PWUG) and the value of non-current assets.

Return on equity (ROE) was 75.8% (2023: -10.6%).

Return on assets (ROA) was 5.8% (2023: -1.0%).

In 2024, the LTV ratio was 42.9%, down year on year (2023: 38.6%). Its level is considered safe.

### *3. 3.2 Liquidity ratios*

![](_page_183_Figure_2.jpeg)

The liquidity analysis is based on the following ratios:

- **current ratio:** current assets / current liabilities;
- **cash ratio:** cash and cash equivalents / current liabilities.

The current and cash ratios as at 31 December 2024 were 2,25 and 1,86, respectively, and remained at stable and safe levels.

![](_page_183_Picture_7.jpeg)

### *3. 3.3 Equity ratio*

![](_page_184_Figure_2.jpeg)

The debt analysis is based on the following ratios:

**equity ratio:** total equity / total assets;

As at 31 December 2024, the equity ratio was 42.4%, down 4.7pp on 31 December 2023. In accordance with the terms and conditions of Series C, Series G, and Series F notes, it may not be less than 35%.

|                                     | YE 2024<br>PLN mn | YE 2024<br>PLN mn | YE 2024<br>PLN mn | YE 2024<br>PLN mn |  |
|-------------------------------------|-------------------|-------------------|-------------------|-------------------|--|
| Net Debt/EBITDA without revaluation | 12.9              | 9.7               | 13.0              | 9.8               |  |
| Net Debt/Run Rate EBITDA*           | 9.9               | n/a               | 9.9               | n/a               |  |

*\*Run Rate EBITDA ratio has been calculated since YE 2024.*

#### **Run-Rate EBITDA represents:**

(i) EBITDA before revaluation plus

(ii) run-rate contribution of new lease agreements entered into prior to December 31, 2024, which started generating revenue in the twelve months ended December 31, 2024, but whose impact was not reflected fully in the results for the twelve months ended December 31, 2024, plus

(iii) run-rate contribution of new lease agreements entered into prior to December 31, 2024, which have not started generating revenue in the twelve months ended December 31, 2024, but which are expected to start generating revenue after reporting date.

![](_page_184_Figure_12.jpeg)

**New lease contributions = (ii)+(iii)**

### **3. 4 Borrowings, notes, sureties and guarantees**

#### *3. 4.1 New and terminated non-bank borrowings*

In 2024, the Group did not take out any new non-bank borrowings.

#### *3. 4.2 New and terminated bank borrowings*

#### **New credit facility agreements in 2024**

On 26 April 2024, MLP Poznań Sp. z o.o. and MLP Poznań II Sp. z o.o. entered into a credit facility agreement with ING Bank Śląski S.A. for a total amount of EUR 26,877 thousand.

On 28 June 2024, MLP Business Park Wien GmbH executed a credit facility agreement with Erste Bank der oesterreichischen Sparkassen for a total amount of EUR 74,000 thousand.

On 29 September 2024, an amendment was signed to a credit facility agreement executed between MLP Pruszków V Sp. z o.o. and BNP Paribas Bank Polska S.A. for a total amount of EUR 21,500 thousand.

#### **Repayment of bank borrowings in 2024**

On 25 October 2024, credit facilities granted by mBank S.A. (mBank) to MLP Pruszków VI sp. z o.o., BNP Paribas Bank Polska S.A. (BNP) to MLP Czeladź sp. z o.o. and by Santander Bank Polska S.A. (Santander) to MLP Łódź II sp. z o.o. were prepaid in full.

On 29 October 2024, credit facilities granted by Bank Polska Kasa Opieki S.A. (Pekao) to MLP Pruszków II sp. z o.o. were prepaid in full.

On 31 October 2024, the credit facility provided by OTP Bank Romania SA (Banca Transilvania SA) of Romania (OTP) to MLP Bucharest West SRL of Bucharest (Romania) was prepaid in full.

The above credit facilities were repaid for a total amount of EUR 67,439,683, including accrued interest and other prepayment fees.

![](_page_185_Picture_14.jpeg)

### *3. 4.3 Notes*

On 21 January 2024, the Company redeemed at maturity Series E notes with a total nominal value of EUR 4,000,000.

On 27 February 2024, the Company redeemed early a portion of Series D bonds with a total nominal value of EUR 8,600,000. On 17 May 2024, the Company redeemed at maturity all outstanding Series D bonds, with a total nominal value of EUR 11,400,000.

On 9 October 2024, the Company issued bonds with a total nominal value of EUR 300,000,000. On 8 March 2024, the Company issued Series G bonds with a total nominal value of EUR 41,000,000.

On 15 October 2024, the Company's Management Board decided to redeem Series F bonds with a total nominal value of EUR 29,000,000, and set the early redemption date at 25 November 2024.

| Instrument                    | Currency | Nominal value | Maturity date | Interest rate          | Guarantees and<br>collateral | Listing venue |
|-------------------------------|----------|---------------|---------------|------------------------|------------------------------|---------------|
| Public bonds –<br>series C1)  | EUR      | 45 000 000    | 19.02.2025    | 6M EURIBOR +<br>margin | none                         | Catalyst      |
| Public notes –<br>Series G    | EUR      | 41 000 000    | 04.12.2026    | 6M EURIBOR +<br>margin | none                         | Catalyst      |
| Public bonds –<br>Green Bonds | EUR      | 300 000 000   | 15.10.2029    | Fixed interest rate    | none                         | Euro MTF      |

The MLP Group S.A. notes outstanding as at 31 December 2024 are presented below.

*1)On 19 February 2025, the Company redeemed at maturity Series C notes with a nominal value of EUR 45,000,000.*

### *3. 4.4* **Loans**

As at 31 December 2024, the Group had outstanding receivables under loans advanced in 2024:

| Lender         | Borrower                              | Loan agreement<br>date | Loan amount | Outstanding<br>principal |
|----------------|---------------------------------------|------------------------|-------------|--------------------------|
| MLP Group S.A. | MLP FIN SP. Z O.O. Spółka Komandytowa | 19 Dec 2024            | PLN 10,000  | PLN 10,000               |

### *3. 4.5* **Sureties provided and received in 2024**

On 26 April 2024, MLP Group S.A. provided a surety (corporate guarantee) for a maximum amount of EUR 5,220,000.00 (VAT exclusive) to the general contractor GOLDBECK Rhomberg GmbH of Vienna to secure the liabilities of MLP Business Park Wien GmbH of Vienna related to the payment for the general contractor's services.

On 27 June 2024, MLP Group SA provided a surety of EUR 1,409 thousand for MLP Business Park Gelsenkirchen Sp. z o.o. & Co. KG under a mandate agreement between PKO BP S.A. and MLP Gelsenkirchen Sp. zo.o. & Co. KG concerning the issuance of a bank guarantee. The surety agreement will remain in effect until the date falling 4 (four) years after the date when the guarantee is returned to PKO BP and no new obligations may arise on its basis, and may not be revoked by the surety provider during that period.

On 22 July 2024, MLP Group S.A. provided a surety for a maximum amount of PLN 15,046,53.90 to Santander Bank Polska S.A. (Santander) to secure the liabilities of MLP Łódź II Sp. z o.o. towards Santander as a guarantor under bank guarantee No K00992/24 of 23 July 2024 issued by Santander on behalf of MLP Łódź II.

### *3. 4.6* **Guarantees provided and received**

On 27 June 2024, PKO Bank Polski SA Niederlassung Deutschland (PKO BP) issued a bank guarantee (surety under German law) of up to EUR 1,280,676.71 to secure the liabilities of MLP Business Park Gelsenkirchen Sp. z o.o. & Co. KG (Germany) towards the City of Gelsenkirchen under a road construction contract signed with the City.

On 23 July 2024, Santander Bank Polska S.A. (Santander) issued a bank guarantee of up to PLN 7,523,76.94 to secure the liabilities of MLP Łódź II Sp. z o.o. towards PGE Dystrybucja S.A. under a 110 KV overhead power line collision removal agreement; until 30 June 2025

### **3. 5 Feasibility of investment plans**

The Group has adequate capital resources to meet its strategic objectives and finance its day-to-day operations.

The Group finances its investments (both acquisitions of new properties as well as extension of the existing logistics parks) with the Group's own resources and long-term borrowings, including credit facilities, non-bank borrowings and issues of commercial paper.

The Group assumes that the share of debt financing in the financing of the planned projects will be approximately 70%.

#### **3. 6 Non-recurring factors and events with a bearing on the consolidated financial result for the 12 months ended 31 December 2024**

In 2024, there were no non-recurring factors or events that would have a material effect on the consolidated profit or loss for the financial period.

#### **3. 7 Issue, redemption, cancellation and repayment of non-equity and equity securities**

On 23 September 2022, the Management Board of MLP Group S.A. adopted Resolution No. 1/09/2022 to establish a new note issuance programme (the "Programme"). On the same day, the Company entered into an issuance agreement with mBank S.A. to establish the new note issuance programme, where mBank S.A. will act as the arranger, calculation agent, technical agent, issuance agent, and dealer. For more information, see Note 3.4.3.

#### **3. 8 Material achievements and failures in the 12 months ended 31 December 2024**

There were no material achievements or failures other than those described in this Management Board's report on the activities of the MLP Group S.A. Group.

### **3. 9 Seasonality and cyclicality**

The Group's operations are not subject to seasonality or cyclicality, except for gas sales to tenants, which are linked to the heating season.

#### **3. 10 Key intangible resources of the Group**

The Group's key intangible resources include in particular:

- Human capital the knowledge, expertise, and experience of employees in property management, customer relations, and technical and administrative services directly impacts service quality – this, in turn, drives customer satisfaction, fosters long-term partnerships, and enhances operational efficiency, ultimately boosting the Group companies' competitive advantage;
- Brand and reputation key drivers of the Group's market recognition, customer trust, and appeal to potential tenants, contributing to lease stability, long-term agreements, and reliable cash flows;
- Relational capital strong, long-term relationships with customers and business partners (e.g., logistics companies) ensure a high occupancy rate of warehouse and office spaces while facilitating successful expansion;
- Market knowledge and know-how expertise in the local warehouse property market, combined with efficient management of warehouse lease and operation processes, enhances the Group's competitiveness, optimises costs, and enables agile responses to market shifts, ultimately driving profitability.

## **4. Statement of compliance with corporate governance standards**

MLP Group S.A. of Pruszków (the "Company", the "Issuer", or the "Parent") issues this statement concerning specific corporate governance regulations outlined in the Annex to Resolution No. 14/1835/2021 of the Exchange Supervisory Board, dated 29 March 2021, that were not adhered to during the financial year ended on 31 December 2024. Below are the details explaining the circumstances and reasons for this non-compliance.

The Management Board of the Company recognises the significance of corporate governance principles to guarantee clarity in the Company's internal and external relations, especially with its current and potential shareholders. In accordance with the requirements set out in Par. 29.3 of the WSE Rules, the Company hereby declares that during the financial year ended 31 December 2024 it applied all corporate governance regulations outlined in the 'Code of Best Practice for WSE Listed Companies', except for:

#### **1. Disclosure Policy and Investor Communications**

**1.4.2.** Present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.

### Explanation of the reasons for the non-compliance:

The participation of men and women depends on the competencies, skills and effectiveness of each individual. Hiring decisions do not depend on the gender of the candidate. Therefore, the Company cannot ensure a balanced participation of women and men in the total number of employees. Consequently, the equal pay index for remuneration paid to employees would not be reliable.

**1.5.** Companies disclose at least on an annual basis the amounts expensed by the company and its group in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company or its group pay such expenses in the reporting year, the disclosure presents a list of such expenses.

### Explanation of the reasons for the non-compliance:

The Group supports charitable institutions but does not publish detailed information regarding that support.

#### **2. Management Board and Supervisory Board**

**2.1.** Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.

### Explanation of the reasons for the non-compliance:

The principle has been complied with, except for the provisions related to gender.

**2.2.** Decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.

#### Explanation of the reasons for the non-compliance:

The effectiveness of management and supervisory functions within the Company's structures depends on the competence and skills of its personnel. Appointments of key managers and members of the management and supervisory bodies are made without regard to gender or age.

**2.11.** In addition to its responsibilities laid down in the legislation, the supervisory board prepares and presents an annual report to the annual general meeting once per year Such report includes at least the following:

**2.11.1.** Information about the members of the supervisory board and its committees, including indication of those supervisory board members who fulfil the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory board members who have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company, and information about the members of the supervisory board in the context of diversity;

Explanation of the reasons for the non-compliance:

The Company will take measures to ensure compliance with the principle in the future.

Explanation of the reasons for the non-compliance:

The Company will take measures to ensure compliance with the principle in the future.

**2.11.3.** assessment of the company's standing on a consolidated basis, including assessment of the internal control, risk management and compliance systems and the internal audit function, and information about measures taken by the supervisory board to perform such assessment; such assessment should cover all significant controls, in particular reporting and operational controls;

Explanation of the reasons for the non-compliance:

The Company will take measures to ensure compliance with the principle in the future.

**2.11.4.** assessment of the company's compliance with the corporate governance principles and the manner of compliance with the disclosure obligations concerning compliance with the corporate governance principles defined in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities, and information about measures taken by the supervisory board to perform such assessment;

Explanation of the reasons for the non-compliance:

The Company will take measures to ensure compliance with the principle in the future.

**2.11.5.** assessment of the rationality of expenses referred to in principle 1.5;

Explanation of the reasons for the non-compliance:

The Company will take measures to ensure compliance with the principle in the future.

**2.11.6.** information regarding the degree of implementation of the diversity policy applicable to the management board and the supervisory board, including the achievement of goals referred to in principle 2.1.

Explanation of the reasons for the non-compliance:

The Company will take measures to ensure compliance with the principle in the future.

#### **3. Systems and functions**

**3.2.** Companies' organisation includes units responsible for the tasks of individual systems and functions unless it is not reasonable due to the size of the company or the type of its activity.

Explanation of the reasons for the non-compliance:

Due to the small size of the company and its organisational structure, the Company does not have separate units responsible for individual systems or functions.

**3.10.** Companies participating in the WIG20, mWIG40 or sWIG80 index have the internal audit function reviewed at least once every five years by an independent auditor appointed with the participation of the audit committee.

Explanation of the reasons for the non-compliance:

The Company is not included in WIG20, mWIG40 or sWIG80.

The Company has published its set of corporate governance rules on its website.

### **4. 1 Share capital and shareholders**

#### *4. 1.1 Shareholders*

The majority shareholder MLP Group S.A. is CAJAMARCA HOLLAND B.V. of the Netherlands, registered address: Locatellikade 1, 1076 AZ Amsterdam.

The Group's ultimate parent is Israel Land Development Company Ltd. of Tel Aviv, Israel, whose shares are listed on the Tel Aviv Stock Exchange.

The table below presents the list of shareholders as at 31 December 2024:

| Shareholder                               | Number of<br>shares | % interest in<br>share capital | % of total voting rights |
|-------------------------------------------|---------------------|--------------------------------|--------------------------|
| CAJAMARCA Holland BV                      | 10 242 726          | 42,69%                         | 42,69%                   |
| Other shareholders                        | 4 249 015           | 17,72%                         | 17,72%                   |
| The Israel Land Development Company Lt d. | 3 016 229           | 12,57%                         | 12,57%                   |
| THESINGER LIMITED                         | 1 771 320           | 7,38%                          | 7,38%                    |
| Allianz OFE                               | 1 713 881           | 7,14%                          | 7,14%                    |
| Generali Otwarty Fundusz Emerytalny       | 1 591 360           | 6,63%                          | 6,63%                    |
| GRACECUP TRADING LIMITED                  | 641 558             | 2,67%                          | 2,67%                    |
| 1)<br>MIRO HOLDINGS LIMITED               | 617 658             | 2,57%                          | 2,57%                    |
| Shimshon Marfogel                         | 149 155             | 0,62%                          | 0,62%                    |
| Oded Setter                               | 2 080               | 0,01%                          | 0,01%                    |
| Total                                     | 23 994 982          | 100%                           | 100%                     |

*1) The merger between MIRO HOLDINGS LIMITED (the acquirer) and MIRO LTD (the acquiree) was registered on 26 January 2024. As a result of this transaction, MIRO HOLDINGS LIMITED has been a shareholder in MLP Group S.A. since 26 January 2024.*

### *4. 1.2 Special rights of the Shareholders*

MLP Group S.A. has not issued any shares conferring special rights to their holders.

Pursuant to the Articles of Association, Cajamarca Holland B.V., as long as it holds at least 25% of the shares, has a personal right to appoint and dismiss three members of the Supervisory Board, including the Chair of the Supervisory Board; and MIRO Holdings LTD, as long as it holds at least 2.5% of the shares, has a personal right to appoint and dismiss one member of the Supervisory Board. The personal rights of these shareholders expire if the combined interest of Cajamarca Holland B.V. and Miro Holdings LTD in the Company's share capital falls below 40%.

According to representations made by the major shareholders, they do not hold any other special voting rights.

### *4. 1.3 Restrictions on rights attached to shares*

**Restrictions on voting rights, such as limitation of the voting rights of holders of a given percentage or number of votes, time limits on the exercising of voting rights, or provisions under which, with the Company's cooperation, equity rights attaching to securities are separated from the holding of the securities.**

There are no restrictions on voting rights at MLP Group S.A.

#### **Restrictions on transferability of securities issued by MLP Group S.A.**

There are no restrictions on the transferability of securities issued by MLP Group S.A.

### **4. 2 General Meeting**

**Operation of the General Meeting and its key powers; shareholders' rights and the manner of exercising those rights, including in particular the standards set out in the rules of procedure for the General Meeting (if such rules have been adopted) to the extent not prescribed directly by the applicable laws.**

The General Meeting may be held as an annual or extraordinary meeting and, as the Company's governing body, operates pursuant to the Commercial Companies Code of 15 September 2000 (Dz.U. of 2000, No. 94, item 1037, as amended), the Company's Articles of Association and the Rules of Procedure for the General Meeting of MLP Group S.A. dated 2 December 2009.

Pursuant to the Articles of Association, the following matters fall within the remit of an Annual General Meeting:

- examination and approval of the Management Board's Report and the Company's financial statements for the previous financial year;
- adopting a resolution on the distribution of profit or set-off of loss;
- approval of discharge of duties by members of the Supervisory Board and the Management Board,
- Any matters reserved for in the Commercial Companies Code require a resolution of the General Meeting unless the Articles of Association provide otherwise to the extent permitted by law. Resolutions of the General Meeting are also required to:
	- appoint and remove from office Supervisory Board members, subject to the provisions of the Articles of Association governing the appointment of Supervisory Board members by individual shareholders,
	- amend the Company's Articles of Association,
	- define the rules and amounts of remuneration for members of the Supervisory Board,
	- merge or dissolve the Company and appoint the liquidators,
	- examine claims against members of the Company's governing bodies or the Company's founders for redress of damage caused by their unlawful conduct.

Resolutions of the General Meeting are not required to acquire and dispose of real property, perpetual usufruct or a share in property or perpetual usufruct; and to pledge real property or perpetual usufruct as security.

The General Meeting is convened by way of a notice on the Company's website and in the manner required for the publication of current information under the Act on Public Offering. The notice should be published at least twenty-six days before the date of the General Meeting.

General Meetings are convened by the Management Board as annual or extraordinary meetings. An Annual General Meeting should be held within six months from the end of each financial year. However, if the Company's Management Board fails to convene the Annual General Meeting within the prescribed time, the right to convene the Meeting rests with the Supervisory Board.

The Management Board may convene an Extraordinary General Meeting:

- on its own initiative,
- at the request of the Supervisory Board,
- at the request of shareholders representing in aggregate a minimum of one twentieth of the share capital,
- based on a resolution of the General Meeting in accordance with contents of the resolution, and sets the Meeting's agenda.

In addition to the persons specified in the Commercial Companies Code, each Independent Member of the Supervisory Board may demand that:

- the General Meeting be convened,
- specific matters be placed on the agenda of the General Meeting.

Removal of items placed on the agenda of the General Meeting at the request of a person or persons entitled to do so requires their consent.

The agenda of the General Meeting is set by the Management Board.

Upon a relevant request, the Management Board convenes a General Meeting within two weeks of receiving the request.

Pursuant to the Articles of Association, if the Company's Management Board fails to convene an Extraordinary General Meeting within the prescribed time limit, the right to convene an Extraordinary General Meeting is vested in the persons who submitted the request to convene the General Meeting, upon obtaining the authorisation from the Registry Court, or in the Supervisory Board if it requested the Management Board to convene an Extraordinary General Meeting.

Resolutions may be adopted without a General Meeting having been formally convened if the entire share capital is represented at the Meeting and none of those present objects to holding the General Meeting or placing particular matters on its agenda.

All shareholders are entitled to attend the General Meeting in person or by proxy. A power of proxy to attend and vote at a General Meeting must be granted in writing or in electronic form. A power of proxy granted in electronic form does not require to be signed with a secure electronic signature verifiable with a valid qualified certificate. The right to appoint a proxy for the General Meeting and the number of proxies may not be restricted.

Only persons who are Company shareholders sixteen days prior to the date of the General Meeting (the record date) have the right to participate in the Meeting.

The General Meeting may also be attended by members of the Company's governing bodies, including members of the governing bodies whose mandate has expired but whose activities are assessed by the General Meeting, as well as persons designated by the Management Board to provide support to the General Meeting

As a rule, resolutions of the General Meeting are passed by an absolute majority of the votes cast, and voting at the General Meeting is by open ballot. A secret ballot is ordered in the case of voting on appointment or removal from office of members of the Company's governing bodies or its liquidators, on bringing them to account, on personnel matters, or on request of at least one shareholder present or represented at the General Meeting.

General Meetings are held in Warsaw or at the Company's registered office.

### **4. 3 Rules for amending the Articles of Association**

Pursuant to Art. 430.1 and Art. 415.1 of the Commercial Companies Code, amendments to the Articles of Association of MLP Group S.A. require a resolution of the General Meeting adopted by a three-fourths majority of votes and must be recorded in the register. Where a resolution to amend the Articles of Association is to increase the shareholders' benefits or limit the rights granted personally to individual shareholders pursuant to Art. 354 of the Commercial Companies Code, the consent of all shareholders concerned is required. Amendments to the Articles of Associations are notified to the registry court by the Management Board. The General Meeting may authorise the Supervisory Board to prepare a consolidated text of the amended Articles of Association or to make other editorial changes therein specified in the General Meeting's resolution.

#### **4. 4 Management Board**

On 20 December 2024, the Extraordinary General Meeting adopted a resolution to amend the Articles of Association. The change was registered with the court.

According to the Articles of Association, the Management Board is composed of two to five members, appointed and removed by the Supervisory Board. The President of the Management Board is appointed by the Supervisory Board.

Management Board members are appointed for joint three-year terms. The President of the Management Board is appointed by the Supervisory Board. The Management Board, as well as any of its members, may be removed from office or suspended from duties by the General Meeting.

The current term of office of the Management Board began on 30 June 2021 following the appointment, by the Supervisory Board, of Mr Radosława T. Krochta as President of the Management Board, Mr Michael Shapiro as Vice President of the Management Board and Mr Tomasz Zabost as Member of the Management Board. On 26 July, the Supervisory Board appointed Ms Monika Dobosz and Ms Agnieszka Góźdź as Members of the Management Board for the current term of office. Pursuant to the provisions of the Commercial Companies Code and the Articles of Association, the three-year term of office of the Management Board end on or before 30 June 2024. However, the mandates of the Management Board members expire no later than on the date of the Annual General Meeting of the Company which is to examine the financial statements for 2023.

Mr Radosław T. Krochta was appointed President of the Management Board for the first time on 9 June 2016, in accordance with a resolution of the Supervisory Board.

Mr Michael Shapiro was appointed Vice President of the Management Board for the first time on 9 June 2016, in accordance with a resolution of the Supervisory Board.

Mr Tomasz Zabost was appointed Member of the Management Board for the first time on 25 June 2015, in accordance with a resolution of the Supervisory Board.

Ms Monika Dobosz was appointed Member of the Company's Management Board for an ongoing term for the first time on 26 July 2022, in accordance with a resolution of the Supervisory Board.

Ms Agnieszka Góźdź was appointed Member of the Company's Management Board for an ongoing term for the first time on 26 July 2022, in accordance with a resolution of the Supervisory Board.

On 29 February 2024, Tomasz Zabost stepped down from his position as Member of the Company's Management Board, effective immediately, without providing reasons for his resignation.

On 21 November 2024, Monika Dobosz stepped down from her position as Member of the Company's Management Board, effective immediately, without providing reasons for her resignation.

#### *4. 4.1 Powers and competencies of the Management Board*

Pursuant to the Articles of Association, the Management Board manages the Company's affairs and represents the Company, in particular manages the Company's business, manages and dispose of its assets and rights vested in the Company, and adopts resolutions and makes decisions on all matters not reserved for the General Meeting or the Supervisory Board.

Two members of the Management Board acting jointly have the right to represent the Company. The Company may also be represented by proxies appointed by the Management Board under and within the scope of powers of proxy granted to them. The Management Board may also unanimously decide to appoint a commercial proxy.

A Management Board resolution is required for any of the following:

- issuance of a bill of exchange;
- grant of security interest to support debt of another entity, including of a subsidiary;
- establishing a mortgage or other encumbrance on any assets of the Company;
- execution of an agreement under which the Company is obliged to deliver, or a risk arises that the Company could be obliged to deliver, during one financial year, assets, services or cash for a total amount of EUR 1,100,000 its equivalent in another currency (except intra-Group loans or amendments to the loan agreements), unless execution of such agreement is provided for in the full-year financial plan (budget) of the MLP Group S.A. adopted by the Management Board and approved by the Supervisory Board;
- convening a General Meeting or demanding that a meeting of the Supervisory Board is convened;
- filing a petition for cancellation or invalidation of resolutions of the General Meeting;
- filing a petition for bankruptcy of the Company;
- taking any action to change authorisations to sign on behalf of the Company or to approve banking transactions;
- hiring, dismissing and determining the remuneration of the Company's department heads (marketing, investment, finance and administration);
- nominating or appointing a member of any body in any entity controlled by the Company;
- representing the Company at general meetings of the Company's subsidiaries or granting powers of proxy to represent the Company at such general meetings, together with voting instructions (if applicable);
- participating in other companies, except companies of the Group, or disposing of shares in other companies, except transactions within the Group;
- issuance of shares, notes, warrants, bills of exchange, or amending terms of the Company's notes in issue; making contractual commitments to acquire or dispose of real estate, right of perpetual usufruct or fractional parts thereof, except for execution of preliminary agreements to acquire ownership or perpetual usufruct of real property which unilaterally oblige the other party and do not contain any obligations of the Company to pay a down payment or advance payment;
- execution, amendment or termination of an agreement for the provision of a credit facility, a bank guarantee or an insurance guarantee, or an agreement concerning a bank account, a letter of credit or other financial product or financial service, to which the Company and a domestic bank, a foreign bank, a credit institution or a financial institution within the meaning of the Banking Law Act of 29 August 1997 is a party or is to be a party;
- releasing a debtor of the Company from debt in excess of PLN 100,000 or an equivalent of the amount in another currency;
- approving annual budgets or long-term financial plans.

By the end of the third month from the end of a financial year, the Management Board prepares full-year financial statements, which − together with the draft resolution on the distribution of profit and the auditor's report − are be submitted to the Supervisory Board for assessment prior to the General Meeting.

#### *4. 4.2 Operation of the Management Board*

The Management Board operates pursuant to the Company's Articles of Association, the Rules of Procedure for the Management Board and the Commercial Companies Code.

The Rules of Procedure for the Management Board govern matters related to the organisation of Management Board meetings and the Management Board's decision-making process. Pursuant to the Rules of Procedure, meetings of the Management Board are held as needed, but in any case at least two times a month.

The Management Board adopts resolutions during its meetings, with the proviso that Management Board members may attend a meeting by means of remote communication and cast their votes by electronic means, fax or telephone. Management Board members may also participate in adopting resolutions by casting their votes in writing through another member of the Management Board. Resolutions may be passed outside of a Management Board meeting if all members of the Management Board give their written consent to the decision to be passed or to vote in writing.

The Rules of Procedure define the manner in which declarations of will are to be made on behalf of the Company. Declarations of will may be submitted by email where the nature or content of the legal relationship so permits. The Rules of Procedure also provide that commercial power of proxy may be granted or revoked by the Management Board at a meeting with all members present. A commercial power of proxy may also be granted at a meeting held using means of remote communication. The Rules of Procedure further provide that resolutions may also be passed by circulation.

#### *4. 4.3 Composition of the Management Board*

As at 31 December 2024, the Management Board was composed of three members.

Below is presented information on the Management Board members, including the position held, date of appointment, and the date of the end of the current term of office.

| First name      | Surname  | Position held                          | Most recent<br>appointment | End of term      |
|-----------------|----------|----------------------------------------|----------------------------|------------------|
| Michael         | Shapiro  | Vice President of the Management Board | 1 August 2024              | 1 August 2027    |
| Radosław Tomasz | Krochta  | President of the Management Board      | 1 August 2024              | 1 August 2027    |
| Tomasz          | Zabost*  | Member of the Management Board         | 30 June 2021               | 29 February 2024 |
| Monika          | Dobosz** | Member of the Management Board         | 1 August 2024              | 21 November 2024 |
| Agnieszka       | Góźdź    | Member of the Management Board         | 1 August 2024              | 1 August 2027    |

*\* On 29 February 2024, Tomasz Zabost stepped down from his position as Member of the Company's Management Board, effective immediately, without providing reasons for his resignation.*

*\*\* On 21 November 2024, Monika Dobosz stepped down from her position as Member of the Company's Management Board, effective immediately, without providing reasons for her resignation.*

#### **Radosław T. Krochta –** *President of the Management Board*

Radosław T. Krochta graduated from Management and Banking College in Poznań (Finance). In 2003, he completed postgraduate studies in Management at Nottingham University and an MBA postgraduate programme. He has a long track record in corporate finance positions in Poland, Eastern Europe and the United States. In 2001-2004, Mr Krochta served as CFO at Dresdner Bank Polska S.A. He was also Director of the Department of Strategic Consulting at Deloitte Advisory and previously worked as a manager at PWC in Warsaw and in the United States. He joined MLP Group S.A. in 2010, and currently serves as President of the Management Board.

#### **Michael Shapiro –** *Vice President of the Management Board*

Michael Shapiro has over twenty years of experience in the real estate sector. He graduated from the Faculty of Management and Industrial Engineering at the Israel Institute of Technology in Haifa. From 1957 to 2000, he served as Chief Executive Officer and managed Miro Engineering Ltd and S.M. Shapiro Engineers Ltd. In 1995−2016, he served as President of the Management Board of MLP Group S.A., and in June 2016 he took the position of Vice President of the Management Board. He was responsible for the development and commercialisation of the Group's logistics parks and for the Group's investments in the land bank.

#### **Agnieszka Góźdź – Member of the Management Board**

The primary responsibility of Agnieszka Góźdź is the commercialisation of logistic parks and land banking in Poland. She also supports MLP Group's expansion into new European markets and business growth. She became part of the MLP Group team seven years ago. She has 16 years of experience in the warehouse space market. Before joining MLP Group, she worked as an expert for leading property advisory firms, including Cushman & Wakefield, CA IMMO Real Estate Management Poland, AXI IMMO GROUP, and King Sturge. She is a graduate of Private School of Business and Administration in Warsaw. In addition, she completed postgraduate studies in commercial property management at Warsaw University of Technology.

### **4. 5 Supervisory Board**

The Supervisory Board exercises ongoing supervision over the Company's business in each area of its activity.

The Supervisory Board is composed of six members, including Chair and Deputy Chair, appointed for a joint threeyear term of office. At least two members of the Supervisory Board are Independent Members.

The current term of office of the Supervisory Board began on 30 June 2021, and spans three full financial years in accordance with the Articles of Association. However, the mandates of the Supervisory Board members expire no later than on the date of the Annual General Meeting of the Company which is to examine the financial statements for the last year of the Supervisory Board's term.

As at 31 December 2024, the Supervisory Board was composed of six members.

Subject to the personal rights described in Section 4.1.2 of this report (in Special rights of the Shareholders), members of the Supervisory Board are appointed and removed by the General Meeting.

#### *4. 5.1 Powers and competencies of the Supervisory Board*

The Supervisory Board exercises ongoing supervision over the Company in all areas of its business, and in addition to the matters specified in the Commercial Companies Code the special powers of the Supervisory Board under Art. 21.2 of the Articles of Association include:

- giving consent to the issuance of shares within the limit of the authorised share capital, including rules governing the determination of the issue price and waiver of the existing shareholders' pre-emptive rights if a resolution of the Management Board provides for such waiver; 1)
- approving annual budgets and development plans of the Company and the Group;
- giving consent to the Company incurring liabilities or making expenditure in a single transaction or related transactions not provided for in the Company's and Group's budget, with a value of exceeding EUR 2,500,000;
- giving consent to acquisition or disposal and cancellation by the Company of shares in other companies, except for transactions within the Group and transactions provided for in the Company's annual budget or financial plan;
- giving consent to the acquisition or disposal of real property (including perpetual usufruct rights) or interest in real property (including in perpetual usufruct rights) with a value in excess of PLN 1,000,000, except for transactions provided for in the Company's annual budget or financial plan;
- appointing and dismissing members of the Management Board;
- appointing the auditor to audit or review the Company's financial statements; 1)
- concluding agreements between the Company and members of the Management Board;
- adopting resolutions to approve execution of agreements between the Company and a Company shareholder who holds, directly or indirectly, shares conferring more than 5% of total voting rights in the Company;
- giving consent to members of the Management Board to engage in activities which are competitive to the Company's business in person or as participants in partnerships, members of the governing bodies of companies or cooperatives, as well as shareholders of companies or cooperatives if their share in the share capital of such companies or cooperatives exceeds 5%, or if under such organisations' articles of association or under shareholder agreements they are entitled to appoint at least one member of the organisation's
- management board or a supervisory body;
- adopting resolutions on the rules and amounts of remuneration of the Management Board members; 1)
- approving the Rules of Procedure for the Management Board; 1)
- considering and giving opinions on matters to be decided by resolutions of the General Meeting,
- giving consent to encumbrance of real property, perpetual usufruct to, or interest in, the Company's real property with a mortgage to be established in favour of an entity other than a bank.
- *1) Resolutions on these matters require that at least one Independent Members votes in favour of the resolution.*

In order to exercise its powers, the Supervisory Board may examine any documents, request reports and explanations from the Management Board and employees, and review the Company's assets.

The Supervisory Board may issue opinions on any matter relating to the Company, and may submit requests and initiatives to the Management Board. The Management Board is obliged to notify the Supervisory Board of its position on opinions, requests or initiatives of the Supervisory Board no later than within two weeks of the date of such requests, opinions or initiatives, provided that the opinion of the Supervisory Board is inconsistent with the Management Board's proposal or initiative, and no consent of any of the Company's governing body is required for the performance of activities covered by the Supervisory Board's opinion.

Independent Members of the Supervisory Board have the right to convene a General Meeting or place certain matters on its agenda.

#### *4. 5.2 Operation of the Supervisory Board*

The Supervisory Board operates in accordance with the Rules of Procedure for the Supervisory Board adopted by the General Meeting, which defines its powers, organisation and manner of operation. Pursuant to the Rules of Procedure, the Supervisory Board performs its tasks collectively, at its meetings. Meetings are held as needed, but in any case at least once every two months, and are held at the Company's registered office. The Rules of Procedure permit holding Supervisory Board meetings by means of remote communication.

The Supervisory Board may adopt resolutions if at least half of all its members are present at a meeting, and all the members have been invited to participate in the meeting at least 7 Business Days in advance. However, in urgent matters the Chair of the Supervisory Board, or under another member of the Supervisory Board duly authorised by the Chairman, may convene a meeting at a shorter notice. As a rule, resolutions of the Supervisory Board are adopted by an absolute majority of votes. If the numbers of votes for and against are equal, the Chair of the Supervisory Board has the casting vote.

Supervisory Board members may also participate in adopting resolutions by casting their votes in writing through another member of the Supervisory Board. Meetings may be held in writing. Meetings of the Supervisory Board may be held by means of direct remote communication. A detailed procedure for holding meetings and adopting resolutions using means of remote communication is provided for in the Rules of Procedure for the Supervisory Board. Meetings of the Supervisory Board are held as needed, but at least once every quarter.

At least two members of the Supervisory Board appointed by the General Meeting should be Independent Members of the Board, at least one of whom should have qualifications in accounting or financial auditing specified in the Act on Statutory Auditors. The independence criteria are set out in Art. 18.12 of the Company's Articles of Association.

![](_page_197_Picture_12.jpeg)

#### *4. 5.3 Composition of the Supervisory Board*

| First name | Surname      | Position held                         | Most recent<br>appointment | 1)<br>End of term |
|------------|--------------|---------------------------------------|----------------------------|-------------------|
| Shimshon   | Marfogel     | Chair of the Supervisory Board        | 30 June 2021               | 31 December 2024  |
| Eytan      | Levy         | Deputy Chair of the Supervisory Board | 30 June 2021               | 31 December 2024  |
| Oded       | Setter       | Member of the Supervisory Board       | 30 June 2021               | 31 December 2024  |
| Guy        | Shapira      | Member of the Supervisory Board       | 30 June 2021               | 31 December 2024  |
| Piotr      | Chajderowski | Member of the Supervisory Board       | 30 June 2021               | 31 December 2024  |
| Maciej     | Matusiak     | Member of the Supervisory Board       | 30 June 2021               | 31 December 2024  |
|            |              |                                       |                            |                   |

As at 31 December 2024, the composition of the Parent's supervisory bodies was as follows:

*1) The three-year term of office is calculated in full financial years, but the mandates expire no later than on the date of the Company's Annual General Meeting which is to approve the financial statements for the last year of the Supervisory Board's term.*

#### **Shimshon Marfogel –** *Chair of the Supervisory Board*

Shimshon Marfogel graduated from the Hebrew University of Jerusalem, earning a B.A. (Bachelor of Arts) at the Faculty of Accounting and Economics.

He has been employed at Israel Land Development Company Ltd. of Tel Aviv since 1985, first as Chief Accountant (1985-1986), then Vice President and Chief Accountant (1986-2001), and Chief Executive Officer (2001-2004); Since 2004, Mr. Shimshon Marfogel has been serving as Vice President of the Management Board at Israel Land Development Company Ltd. of Bnei Brak.

#### **Eytan Levy –** *Deputy Chair of the Supervisory Board*

Eytan Levy graduated from Bar-Ilan University in Ramat Gan, earning a B.A. (Bachelor of Arts) in Political Science.

In 1982-1991, he held various managerial positions, including Head of Special Products Division and Vice President of the Management Board for Marketing at the Israel National Post Authority, based in Jerusalem. Between 1991 and 1997, he also held a number of managerial roles, including Director of Security and Logistics, Vice President of the Management Board for Marketing and Sales at the Israel National Telecommunications Company, based in Jerusalem. In 1998-2000, he worked as a partner in the Tel Aviv office of the American law firm Gerard Klauer & Mattison. Since 1997 he has served as Director in the Israel law company Percite Technology, based in Rosh Ha`Ayin.

#### **Oded Setter –** *Member of the Supervisory Board*

Oded Setter holds the position of Vice President for Financing, Investments & Business Development at The Israel Land Development Company Ltd. ("ILDC"). He also serves on the Management Boards of Skyline Investments and a subsidiary of ILDC. Mr Setter is a Certified Public Accountant (CPA). He graduated from the Faculty of Law of the Bar-Ilan University, and holds Bachelor's degrees in Accounting and in Communications and Journalism from the Hebrew University of Jerusalem.

His professional experience includes positions as Vice President for Strategy, Finance and Control at Shikun & Binui, Director for Finance, Control and Strategy at Shikun & Binui, a Management Board Member at Shikun & Binui's subsidiary, Business Finance Director at Arison Investments, and Senior Consultant at KPMG.

According to Oded Setter's representation, he does not conduct any activities outside the Company's business which would compete with the Company's business, he is not a partner in a competing civil law partnership, a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register (KRS).

#### **Maciej Matusiak –** *Member of the Supervisory Board*

Mr Maciej Matusiak graduated from the Technical University of Lódź, has the title of Chartered Financial Analyst (CFA), and is a licensed stock broker. In 1995-1996, he worked at Daewoo Towarzystwo Ubezpieczeniowe S.A. in the Department of Capital Investments as securities dealer and financial analyst. Between 1996 and 1998, he worked as financial analyst at PKO BP Bankowy Dom Maklerski. From 1998 to 2002, he worked at the Commercial Union Group – initially at the Investment Department of Commercial Union Polska – Towarzystwo Ubezpieczeń na Życie S.A., and then at Commercial Union Investment Management (Polska) S.A. Since 2006, he has served as President of the Management Board of Artemis Investment Sp. z o.o. of Warsaw.

#### **Guy Shapira –** *Member of the Supervisory Board*

Mr Guy Shapira graduated with honours from Interdisciplinary Center Herzliya (IDC) in Israel with degrees from the faculty of Business and Administration (B.A.) and Law (LL.B), with specialisation in International Business Law. Mr Shapira is also licenced to practice law in Israel. Before appointment to the Supervisory Board, he worked for Steinmetz, Haring, Gurman & Co. lawfirm in Israel, and was a member of the Audit Committee of Students Association at IDC.

According to Mr Shapira's representation, he conducts activities outside the Company's business which do not compete with the Company's business, is not a partner in a competing civil law partnership, is not a member of a competing company under commercial law or a member of a governing body of any competing legal entity, and is not entered in the Register of Insolvent Debtors maintained pursuant to the provisions of the Act on the National Court Register (KRS).

#### **Piotr Chajderowski –** *Member of the Supervisory Board*

Mr Piotr Chajderowski graduated from the University of Łódź with an M.A. degree in Economics. In 2008, he joined the group of supervisory board members at the Ministry of Treasury.

In 1994-2018, he held various managerial positions, including as securities accountant (1995-1997) and (1997- 1999) investment manager at PTP Kleinwart. He served as Vice President / President of management boards at the following companies: ALPHA FINANSE Sp. z o. o., Zakłady Metalurgiczne SKAWINA S.A. Grupa Impexmetal, SIGNUM FINANSE, Nowy Przewoźnik Sp. z o. o., DEUTSCHE BINNENREEDEREI AG of Berlin and Grupa WORK SERVICE S.A.

Currently, he is a member of the Supervisory Board and Chair of the Audit Committee, and serves as Adviser to the President of the Employers of Poland on corporate restructuring.

#### *4. 5.4 Audit Committee*

On 15 January 2014, the Supervisory Board established an Audit Committee which is responsible for overseeing the Company's financial matters. The Committee's detailed tasks and manner of operation are defined in the rules of procedure of the Audit Committee, attached as an appendix to the Rules of Procedure for the Supervisory Board. The role and responsibilities of the Audit Committee include supervision, monitoring and advising the Management Board and the Supervisory Board on all matters relating to risk management, audit of financial statements, and monitoring and compliance with applicable laws and regulations. The Audit Committee evaluates the work performed by the independent auditor and the associated costs.

The Audit Committee held nine meetings in 2024.

As at 31 December 2024, the Audit Committee was composed of the following persons:

- Piotr Chajderowski,
- Eytan Levy,
- Maciej Matusiak.

As at 31 December 2024, Maciej Matusiak and Piotr Chajderowski satisfied the requirements of Art. 129.1 of the Act on Certified Auditors (they had the required accounting or auditing qualifications) and the independence criteria set out in Art. 129.3 of the Act on Certified Auditors.

On 1 August 2024, the Supervisory Board held a meeting at which a Remuneration Committee was appointed, consisting of three members. The tasks of the Remuneration Committee include those specified in the Rules of

Procedure for the Supervisory Board as responsibilities of the Remuneration Committee, and in particular:

(i) Supervising the recruitment and hiring process for Management Board members;

(ii) Supervising the implementation of the remuneration system for the Company's Management Board;

(iii) Submitting recommendations and proposals to the Supervisory Board to further define the elements of the Company's Remuneration Policy, in accordance with the authority granted to the Supervisory Board to define the details of the remuneration policy;

(iv) Submitting recommendations and proposals to the Supervisory Board regarding changes to the Company's Remuneration Policy, as well as to the rules of remuneration and terms of employment set for the President and Members of the Management Board;

(v) Monitoring and periodically analysing the remuneration system for the Company's management staff, including data and information presented in the Supervisory Board's annual remuneration report, and, if required, formulating recommendations for the Supervisory Board;

(vi) Submitting recommendations and proposals to the Supervisory Board regarding an incentive scheme that entitles participants to subscribe for Company shares or instruments linked to Company shares or their value (if such a scheme is implemented).

#### *4. 5.5 Key assumptions of the policy for selection and appointment of the audit firm*

The audit firm is selected in advance to ensure that the audit contract can be signed within a timeframe enabling the audit firm to carry out the audit in a reliable and timely manner.

In the selection of the audit firm, particular attention is paid to the compliance of the audit firm and the statutory auditor with the independence requirements, but also to the extent of the services performed by the audit firm or the statutory auditor in the last five years preceding the appointment of the audit firm.

The audit firm is selected taking into account its experience in auditing financial statements of public-interest entities, including companies listed on the Warsaw Stock Exchange. In the process, consideration is also given to the firm's operating ability to conduct the audit of the Company's financial statements.

### *Key assumptions of the policy for the provision of permitted non-audit services by the audit firm, its related entities, or members of the firm's network*

The statutory auditor or the audit firm carrying out the statutory audit of the Company, as well as entities related to the statutory auditor or the audit firm, may provide directly or indirectly to the audited entity, its parent and entities controlled by it within the European Union, the non-audit services listed below, subject to approval by the Audit Committee. For the purposes of this policy, the permitted non-audit services mean:

assurance concerning financial statements or other financial information for regulatory authorities, the supervisory board or other supervisory body of the Company, going beyond the scope of a statutory audit and designed to assist those authorities in fulfilling their statutory duties, audit of historical financial information in a prospectus, issuance of assurance letters and due diligence services in connection with a prospectus.

#### **4. 6 Remuneration and employment contracts of members of the Management Board of the Group companies and of the Supervisory Board**

### **4.** *6.1 Amount of remuneration, awards and benefits for members of the Management Board and the Supervisory Board*

| Remuneration of the Group's Management Board in 2024: |       |
|-------------------------------------------------------|-------|
| Fixed remuneration of the Management Board:           |       |
| Radosław T. Krochta                                   | 953   |
| Michael Shapiro                                       | 662   |
| Tomasz Zabost**                                       | 93    |
| Marcin Dobieszewski                                   | 423   |
| Monika Dobosz**                                       | 584   |
| Agnieszka Góźdź                                       | 650   |
|                                                       | 3 365 |

*\*\* For the period of service on the Management Board.*

#### **Provision for variable remuneration of the Management Board\* in 2024:**

| Radosław T. Krochta | 2 321 |
|---------------------|-------|
| Michael Shapiro     | 1 169 |
| Tomasz Zabost       | -     |
| Marcin Dobieszewski | 353   |
| Monika Dobosz       | -     |
| Agnieszka Góźdź     | 1 169 |
|                     | 5 012 |

*\* Total provision for variable remuneration for services and under employment contracts.*

#### **Variable remuneration paid to the Management Board**

|                     | 2 404 |
|---------------------|-------|
| Agnieszka Góźdź     | 515   |
| Monika Dobosz       | 515   |
| Marcin Dobieszewski | -     |
| Tomasz Zabost       | -     |
| Michael Shapiro     | 515   |
| Radosław T. Krochta | 859   |
|                     |       |

Members of the Management Board received remuneration from the Company and the subsidiaries: (i) under employment contracts, (ii) for provision of services to the Group, (iii) for serving on management boards, and (iv) variable remuneration.

| Remuneration of the Supervisory Board in 2024 |     |
|-----------------------------------------------|-----|
| Maciej Matusiak                               | 80  |
| Eytan Levy                                    | 80  |
| Shimshon Marfogel                             | 70  |
| Guy Shapira                                   | 70  |
| Piotr Chajderowski                            | 80  |
| Oded Setter                                   | 70  |
|                                               | 450 |

In 2024, the total amount of remuneration due to and received by the Supervisory Board was PLN 450 thousand.

77

### **4.** *6.2 Agreements with members of the Management Board in case of resignation, dismissal*

Mr Radosław T. Krochta, President of the Management Board, is employed under an employment contract. If Mr Krochta's employment contract is terminated, he is entitled to receive remuneration during the notice period according to the terms of his contract.

Mr Michael Shapiro, Vice President of the Management Board, is employed by the Company under an employment contract. As per the terms of the contract, in the event of contract termination, Mr. Shapiro is entitled to receive remuneration during the notice period.

Mr Tomasz Zabost, Member of the Management Board, was employed under an employment contract. According to the terms of the employment contract, the termination of the employment relationship entitles Mr. Zabost to receive remuneration during the notice period.

Ms Monika Dobosz, Member of the Management Board, was employed under an employment contract. According to the terms of the employment contract, the termination of the employment relationship entitles Ms. Dobosz to receive remuneration during the notice period.

Ms Agnieszka Góźdź, Member of the Management Board, is employed at the Company under an employment contract. If Ms Góżdż's contract is terminated, she is entitled to receive remuneration during the notice period according to the terms of her contract.

![](_page_202_Picture_7.jpeg)

### **4. 7 Shares held by members of the Management Board and the Supervisory Board**

As at 31 December 2024 and 31 December 2023, Michael Shapiro, Vice President of the Management Board, held indirectly, through his fully-controlled company MIRO HOLDINGS LIMITED, a 2.57% interest in MLP Group S.A.'s share capital, and, through a 25% interest in the share capital held by MIRO HOLDINGS LIMITED (formerly MIRO Ltd.) in Cajamarca Holland B.V., Mr. Shapiro was the beneficial owner of 10.67% of the share capital of MLP Group S.A. Therefore, in aggregate, Mr. Shapiro was the beneficial owner of a 13.24% interest in the share capital of MLP Group S.A.

As at 31 December 2024 and 31 December 2023, Eytan Levy held indirectly a 13.34% interest in MLP Group S.A.'s share capital: Mr. Levy held a 100% interest in N Towards the Next Millennium Ltd. This company held a 33.31% interest in RRN Holdings Ltd. which in turn held a 75% interest in the share capital of Cajamarca Holland B.V., resulting in a 10.67% interest in MLP Group S.A.'s share capital and 2.67% interest as the sole shareholder of GRACECUP TRADING LIMITED.

As at 31 December 2024 and 31 December 2023, Shimshon Marfogel, Chairman of the Supervisory Board, held directly a 0.62% interest in the Company's share capital, comprising Company shares subscribed for in September 2017.

As at 31 December 2024 and 31 December 2023, Oded Setter, member of the Supervisory Board, held directly a 0.0087% interest in the Company's share capital, comprising Company shares subscribed for in September 2021, October 2021, January 2022, March 2022 and June 2022.

The other members of the Supervisory Board and the Management Board have no direct holdings in the Company's share capital.

### **4. 8 Changes in the Company's and the Group's key business management policies**

In 2024, there were no major changes in the key management policies. The development of the organisation requires that management procedures applicable in MLP Group S.A. be improved on a continuous basis.

### **4. 9 Internal control and risk management system**

The Company's Management Board is responsible for the internal control system and its effectiveness in the process of preparing financial statements and reports required to be prepared and published pursuant to the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated 29 March 2018 (Dz.U. of 2018, item 757, as amended).

The Audit Committee directly oversees the effectiveness of the internal control, internal audit and risk management systems and monitors the financial reporting process.

The efficiency and proper functioning of the internal control and risk management system are ensured through:

- established organisational structure,
- competences, knowledge and experience of the persons involved in the internal control processes,
- control mechanisms, including internal procedures, proper division of responsibilities, authorisations of financial and economic operations,
- internal audit as a tool supporting the monitoring process of the internal control system,
- oversight of the system by the management and regular assessment of the Group's business,
- verification of financial statements and reports by an independent auditor.

The overlapping of and interactions between individual features of the internal control system in several areas, such as:

- operating activities,
- financing activities,
- the reporting process (including preparation of financial statements),
- analysis of project costs and expenses, distribution costs and administrative expenses, as well as costs and expenses related to the operation of leased space,
- risk management,

not only guarantee the efficiency of the internal control system but also support the management processes across the entire Group.

The main features of the system of internal control and risk management pertaining to the preparation of separate and consolidated financial statements include in particular:

- established organisational structure,
- qualified staff,
- direct management supervision,
- verification of financial statements and reports by an independent auditor.

The persons responsible for the preparation of financial statements within the financial and management reporting functions are highly qualified staff of the Finance Division, managed directly by the CFO and indirectly by the Management Board.

In accordance with the applicable laws, the Group presents its financial statements for review or audit, as applicable, by a renown and highly qualified independent auditor. In the course of an independent audit, employees of the Finance Division involved in the preparation of the financial statements provide all necessary information and clarifications.

The Company's controlling function, with internal control as its primary and significant component, is based on the budget system. The Company reviews its short-, medium- and long-term plans on an annual basis, with a detailed budget for the next year prepared for:

- construction projects,
- operational projects,
- distribution costs and administrative expenses.

The Group's financial and accounting system is a source of data for the Group's entire reporting system, i.e.:

- the financial reporting process,
- interim reports,
- the management reporting system.

After accounting books are closed, budget performance reports and forecasts are prepared. For the reporting periods ended, the Group's financial results are analysed in detail in the context of the original budget assumptions.

The key element of the process is to monitor deviations from the plan and explain the underlying causes. Monitoring of the deviations and identification of the causes help to optimise the Group's operations and minimise potential risks. Due to the nature of the industry, analyses are conducted on many levels – not only are individual cost groups reviewed, but also individual projects are analysed on a case-by-case basis. Based on these reports, the Company's Management Board analyses the current financial results by comparing them with the original budgets.

Effective internal control (with its reporting functions) is an essential step in risk identification and change management. Effective risk management involves not only a reporting system but also risk analysis. Therefore, the key objective of the Group's efforts to reduce exposure to risk is to properly assess potential and monitor current projects. Any potential changes in project budgets are reflected in profit and cash-flow forecasts to provide a high-level overview and eliminate not only project risks but also other risks, such liquidity or currency risks. Such high-level management and monitoring of risks and internal controls in all areas relevant to the organisation largely eliminates most of the risks to which the Group is exposed.

### **4. 10 Entity qualified to audit the financial statements**

By a resolution passed on 9 April 2024, the Company's Supervisory Board, acting pursuant to Art. 21.2g) of the Company's Articles of Association, appointed PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt spółka komandytowa of Warsaw as the entity qualified to audit the Company's separate and consolidated financial statements for the financial year ended 31 December 2024 and to review the interim financial statements prepared for the six months ended 30 June 2024. The audit and review engagement will also include the years 2025–2028.

The registered office of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt spółka komandytowa is located at ul. Polna 11, 00-633 Warsaw. PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt spółka komandytowa is registered as a qualified auditor of financial statements under entry no. 144.

The contract with the auditor was executed by the Company's Management Board for a period necessary to perform the auditor's duties.

The contract was signed on 8 August 2024.

In 2024, PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością spółka Audyt komandytowa, in addition to auditing and reviewing financial statements and group packages, also issued a comfort letter for the financial data included in the Information Memorandum related to the issuance of Green Bonds.

The table below presents the fees paid to the auditor for the services performed.

| for the year ended 31 Decmber                               | 2024 | 2023 |
|-------------------------------------------------------------|------|------|
| Audit of annual financial statements*                       | 105  | 134  |
| Audit of separate financial statements of subsidiaries      | 340  | 255  |
| Review of consolidated and individual financial statements* | 40   | 40   |
| Audit and review of group reports and other procedures      | 306  | 297  |
| Other permitted services                                    | 250  | -    |

*\* The amount provided pertains to the audit and review of both individual and consolidated financial statements.*

*Signed with qualified electronic signature.*

**Radosław T. Krochta** *President of the Management Board*

**Michael Shapiro** Vice President of the Management Board

**Agnieszka Góźdź** *Member of the Management* 

*Pruszków, 18 March 2025*