Regulatory Filings • Sep 12, 2025
Regulatory Filings
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Shopper Park Plus Nyilvánosan Működő Részvénytársaság (registered seat: 1015 Budapest, Batthyány utca 3. Fsz. 1. ajtó) (the "Company"), acting in accordance with section 1.15 of Annex 4 to Ministry of Finance Decree No. 24/2008. (VIII. 15.) on the detailed rules of the disclosure obligations relating to publicly offered securities, hereby informs its shareholders of a change as compared to the information published in the Company's most recent disclosure.
The Company's prospectus dated 27 September 2023, prepared in connection with the public offering of securities (the "Prospectus"), contained the material terms of the asset management agreement concluded on 3 June 2022 between the Company and its affiliate, Adventum Property Services Kft. (registered seat: 1015 Budapest, Batthyány utca 3. Fsz. 1. ajtó; company registration number: 01-09- 391519; tax number: 27475580-2-41) (the "Asset Manager") (the "Asset Management Agreement"). As detailed below, one of these terms was amended by the Company and the Asset Manager on 11 September 2025.
As set out in the Prospectus, upon the occurrence of the exit events stipulated in the Asset Management Agreement - such as a change of control (the "Change of Control") - the Company is obliged to pay a success fee to the Asset Manager, which may in certain cases reduce the Company's financial results. In view of the Company's contemplated capital raising and the potential changes to the Company's shareholder structure resulting therefrom, the management identified the necessity of amending the definition of Change of Control in the Asset Management Agreement.
Under the amendment, the definition of the Change of Control qualifying as an exit event has been revised as follows:
The previous definition of Change of Control referred to the case where a shareholder of the Company transfers its shares - whether acting alone or together with other shareholders - in such a manner that more than 50% of all shares are affected.
In comparison, the amended definition of Change of Control covers the following two cases:
(i) one or more shareholders of the Company - other than Kristóf Péter Bárány - acquires control over the Company and, simultaneously, Kristóf Péter Bárány ceases to exercise control over the Company; or
Control over the Company is currently exercised by Kristóf Péter Bárány through the shareholders Penta CEE Holding Zrt. and Adventum Penta Co-Investment SCSp, as well as through the investment fund manager Adventum Zrt.
Apart from the above, the terms of the Asset Management Agreement set out in the Prospectus remain unchanged.
Budapest, 12 September 2025
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