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Prodea R.E.I.C. S.A.

Management Reports Dec 12, 2025

2663_rns_2025-12-12_ae6d6fe6-79d7-4ac9-89e1-da7a1203a261.pdf

Management Reports

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Response to query of the Hellenic Capital Market Commission regarding the Company's transaction with VYP Group Ltd

The company under the name "Prodea Real Estate Investment Company Societe Anonyme" ("the Company" or "Prodea"), in reply to relevant query from the Hellenic Capital Market to the Company, would like to clarify the following:

On 8th December the Company announced to investors, in accordance with the provisions of Regulation 596/2014 and its delegated implementing regulations, and Law 3556/2007 regarding the disclosure of regulated information, that on 5 th December, 2025 it proceeded with the following:

The Company disposed a real estate portfolio of market value of €676m (as at 30.06.2025) through the sale of 100% shares of its Greek subsidiary, Milora Single Member Societe Anonyme ("Milora") to VYP Group Ltd ("VYP"), a member of the group Yoda Plc.

As part of the same transaction, the Company acquired 30% of MHV Bluekey One Single Member S.A. ("Bluekey One"), a Greek company that owns Porto Paros Resort in Paros. This was done through the transfer from VYP of the total shares of the Cypriot company under the name Papalon Investments Limited ("Papalon"). It is noted that the Company, through its hospitality arm, Mediterranean Hospitality Venture, already owns 70% of Bluekey One. As a result, the Company, through its wider group, owns 100% of Porto Paros Resort and will proceed with its redevelopment in the immediate future.

The above share transfers have been completed and constitute a single, indivisible, and overall transaction between the Parties. The consideration has been agreed to be paid in cash taking into account Milora's debt facility in place (net cash consideration: €283.2m) and in kind (through the transfer of the Papalon shares). The consideration will be adjusted according to the amount of cash available in Milora on 31.12.2025. VYP has already paid to Prodea the amount of €130m, while the remaining consideration, as well as any adjustment amount, will be paid in two installments, the first on or about 30th January, 2026, and the second on or about 30th June, 2026.

Furthermore, the Company proceeded with the sale of its 30% stake in Piraeus Tower S.A. ("Piraeus Tower"), owner of the office building with the same name in Piraeus, Greece, to VYP for an underlying value of the real estate asset of €107m (on a 100% basis). The net consideration (after taking into account debt and liabilities) amounts to €16.6m. The closing of this transaction is subject to the necessary approvals of the competent parties involved.

Finally, the Company transferred to an entity controlled by Yoda plc its 80.48% stake in the Italian real estate fund lntracento - Fondo Comune di lnvestimento Alternative lmmobiliare di Tipo Chiuso Riservato ("lntracento"), owner of an office building in Rome with a market value of €46m (as at 30.06.2025). Such transfer has been completed and the net consideration (after taking into account debt and liabilities) amounts to €18.6m.

Following the completion of the above mentioned transactions as well as the sale of 100 properties to the National Bank of Greece for a consideration of €510m (also announced on 8th December, 2025), the Company and its group will have assets under management in the region of €1.9bn. The debt to be repaid as a result of those transactions amounts to €600m bringing the group's LTV to 50%.

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