Archicom S.A.

M&A Activity • Apr 18, 2023

Signingof an understanding concerning a transaction involving an in-kindcontribution to Archicom S.A. by Echo Investment S.A. of the"Residential Business Division of Echo Investment S.A." constituting anorganised part of the enterprise of Echo Investment S.A.

Currentreport No. 14/2023 of 18 April 2023

Legalbasis:Article17(1)of the MAR

Subjectof the report:

Themanagement board of Archicom S.A. ("Archicom", the "Company")informs that, on 18 April 2023, the Company andEchoInvestment S.A. ("Echo", and jointly with the Company, the "Parties")concluded a preliminary understanding (the "Understanding")regarding the execution of a transaction concerning an in-kindcontribution by Echo to Archicom of a set of tangible and intangibleassets comprising the residential business of Echo, organisationallyseparated as the "Residential Business Division ofEchoInvestment S.A." that constitutes an organised part of the enterprise ofEcho and that conducts business involving the execution and sale ofresidential development projects, i.e. the sale of residential andcommercial units developed within the scope of residential projects (the"Transaction"). For avoidance of doubt, the object of theTransaction will not consist of any assets of Echo connected withexecution of the apartments for rent (private rented sector).

Pursuantto the Understanding, the Transaction will involve an in-kindcontribution by Echo of the"ResidentialBusiness Division ofEchoInvestment S.A." (the "In-kind Contribution") inexchange for new shares in the share capital of Archicom which will beissued thereby, subject to the exclusion of the pre-emptive rights ofthe existing shareholders and offered for subscription by Echo after theParties and their governing bodies complete all of the actions andobtain all of the consents that are required for the effective executionof the Transaction.

Inthe Understanding, the Parties expressed their intention to execute theTransaction, agreed the indicative timetable thereof and committed totake actions aimed at its conclusion, including the preparation of therequired documentation, agreement on the economic parameters of theTransaction, including a valuation of the In-kind Contribution, themethod of determination of the issue price of the new shares in Archicomand the number of the new shares, and to take any actions aimed atobtaining all of the required corporate consents. In particular, theParties undertook to convene extraordinary meetings of the shareholdersof both companies with an agenda including the adoption of resolutionsnecessary to transfer the In-kind Contribution as an organised part ofEcho's enterprise and the issuance of new shares by Archicom.

TheParties expect that the Transaction, consisting of Echo making theIn-kind Contribution to Archicom, will be finalised in July 2023.

Thepurpose of the Transaction is to transfer the Echo Group's residentialassets to Archicom, so that Archicom becomes the leader on theresidential market in Poland.