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Prodea R.E.I.C. S.A. Capital/Financing Update 2026

Jun 5, 2026

2663_rns_2026-06-05_d1b075b9-a5c6-4880-9c9d-df096ab0f4bc.pdf

Capital/Financing Update

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PRODEA INVESTMENTS

ANNOUNCEMENT

OF THE RESULTS OF THE VOLUNTARY TENDER OFFER BY

"PRODEA REAL ESTATE INVESTMENT COMPANY"

FOR THE ACQUISITION OF UP TO 50,000 BONDS ISSUED BY

"PRODEA REAL ESTATE INVESTMENT COMPANY"

PURSUANT TO THE COMMON BOND LOAN PROGRAMME DATED 09.07.2021

IN EXCHANGE FOR 200 NEW COMMON REGISTERED VOTING SHARES OF

"PRODEA REAL ESTATE INVESTMENT COMPANY"

PER BOND

05 June 2026

Pursuant to Article 23 of Law 3461/2006 (hereinafter the "Law"), the company under the name "PRODEA REAL ESTATE INVESTMENT COMPANY" (hereinafter the "Offeror"), announces the results of the voluntary tender offer (hereinafter the "Tender Offer"), which the Offeror submitted on 14.04.2026 (hereinafter the "Date of the Tender Offer") to the bondholders of the société anonyme under the name "PRONTEA REAL ESTATE INVESTMENT COMPANY" (hereinafter the "Company"), for the acquisition of up to 50,000 bonds of the Company (hereinafter the "Tender Offer Bonds") pursuant to the Common Bond Loan Programme dated 09.07.2021 (hereinafter "CBL 2021"), which represent 16.667% of the total outstanding principal of CBL 2021 (hereinafter the "Bonds"), in exchange for 200 new, common, registered, voting shares of the Offeror, with a nominal value of €2.71 each (hereinafter the "New Shares" or the "Offered Consideration") for each Bond, which will be issued as part of an increase in the Offeror's share capital (the "Share Capital Increase") resolved by the Offeror's Board of Directors on 14.04.2026 pursuant to the authorisation granted to it by the Extraordinary General Meeting of 02.04.2026.

The Offeror had stated that it would not acquire Bonds, either through Euronext Athens and/or by virtue of over-the-counter transactions, other than those offered to it in the context of the Tender Offer. As at the Date of the Tender Offer, the Offeror did not hold any Bonds, either directly or indirectly.

It is noted that the Tender Offer was voluntary and its completion was subject to the following Conditions, in accordance with Article 22 of the Law: i) the approval decision of the Hellenic Capital Market Commission regarding the amendment of the Company's Articles of Association in the context of the Share Capital Increase, in accordance with Article 42(6) of Law 5193/2025, (ii) the approval decision of the Ministry of Development

9, Chrisospiliotissis Str., GR 105 60 Athens, Greece, T +30 213 3334 000, F +30 213 3334 304

E [email protected], prodea.gr

TAX REGISTER No: EL099555020, TAX OFFICE: KEFODE Attikis

GENERAL COMMERCIAL REGISTRY: 3546201000, HCMC APPROVAL No: 6/458/13.12.2007


PRODEA INVESTMENTS

regarding the amendment of the Company's Articles of Association in the context of the Share Capital Increase; and (iii) the approval of the listing of the New Shares for trading on Euronext Athens, all of which must be in place for the payment of the Consideration to the Accepting Bondholders.

Pursuant to the decision of the Hellenic Capital Market Commission, registered under protocol number 741/13.05.2026, the amendment to the Company's Articles of Association in connection with the Share Capital Increase was approved, and on 15.05.2026 the amendment to the Company's Articles of Association in connection with the Share Capital Increase was registered in the General Commercial Register. Approval of the listing of the New Shares is expected on 09.06.2026 in accordance with the timetable below.

The words and phrases, as well as the combinations of words and phrases with initial capital letters, the definitions of which are set out in the Information Memorandum drawn up by the Offeror, were approved by the Board of Directors of the Hellenic Capital Market Commission (hereinafter the "HCMC") on 05.05.2026 and published in accordance with the Law, shall have the same meaning when used in this announcement, unless otherwise defined herein or otherwise implied by the context.

  1. The Acceptance Period, within the meaning of Article 18(2) of the Law, commenced on 07.05.2026 and ended on 04.06.2026, at the close of business of banks operating in Greece. During the Acceptance Period, 543 Bondholders lawfully and validly accepted the Tender Offer (hereinafter the "Accepting Bondholders"), tendering a total of 56,013 Bonds, representing approximately $18.67\%$ of the total outstanding principal amount of the CBL 2021 Bonds (hereinafter the "Tendered Bonds"), and therefore the condition regarding the Minimum Number of Bonds has been satisfied.

  2. As the number of Tendered Bonds is greater than the number of the Tender Offer Bonds, Accepting Bondholders will be satisfied pro rata and up to the number of Tender Offer Bonds.

  3. The Offeror's New Shares, which constitute the Consideration Offered, will amount to 10,000,000 New Shares, with a nominal value of €2.71 each, will be issued pursuant to the Increase, based on the Exchange Ratio, and will be admitted to trading on Euronext Athens.

  4. The process of transferring the Tendered Bonds and crediting the New Shares to the Securities Accounts of the Accepting Bondholders is expected to be completed as follows:

9, Chrisospiliotissis Str., GR 105 60 Athens, Greece, T +30 213 3334 000, F +30 213 3334 304 E [email protected], prodea.gr

TAX REGISTER No: EL099555020, TAX OFFICE: KEFODE Attikis

GENERAL COMMERCIAL REGISTRY: 3546201000, HCMC APPROVAL No: 6/458/13.12.2007


PRODEA INVESTMENTS

08.06.2026 Certification of the Share Capital Increase through the contribution of the Tendered Bonds by the Board of Directors of the Offeror.
09.06.2026 Approval of the admission of the New Shares to trading on Euronext Athens
09.06.2026 Crediting of the New Shares allocated to each Accepting Bondholder to the Securities Account specified by the Accepting Bondholder in the Acceptance Form, or, alternatively, to the Securities Account to which their Tendered Bonds were credited.
It should be noted that Accepting Bondholders will be allocated the maximum possible number of whole shares in accordance with the terms of the Tender Offer.
10.06.2026 Commencement of trading of New Shares
10.06.2026 Cancellation and delisting of 50,000 Bonds transferred to the Offeror by Euronext Athens. It is noted that following the cancellation, 250,000 Bonds of the Company’s CBL 2021 will continue to be traded in the Fixed Income Securities category of Euronext Athens.
  1. The Offeror shall undertake, on behalf of the Accepting Bondholders, only the payment of fees to Euronext Securities Athens, pursuant to the Annex to Decision 18 “Fee Schedule”.

  2. Given that the Tender Offer does not relate to securities carrying voting rights but to Bonds, the squeeze-out right and the sell-out right do not apply, in accordance with Articles 27 and 28 of the Law respectively.

  3. Furthermore, given that, in the context of the Tender Offer, the Offeror acquired more than 30,000 Bonds, it is noted that the Offeror intends to exercise the right of partial early redemption (call option) provided for under clause 9.3.2. of the CBL 2021, for part of the outstanding principal of the Bonds amounting to a minimum total of €120,000,000.00 (one hundred and twenty million euros) after 20.07.2026 (end of the 10th interest period) by paying an additional amount (premium) per Bond equal to thirty per cent (30%) of the total amount of interest for one year, as already provided for in the relevant Programme and stated in the Information Memorandum. A further announcement regarding the exercise of the call option will follow once the relevant corporate resolution has been passed in accordance with the procedure set out in the Programme and the provisions of applicable legislation.

AXIA VENTURES GROUP LTD and PIRAEUS BANK S.A. acted as Advisers to the Offeror in relation to the Tender Offer.

9, Chrisospiliotissis Str., GR 105 60 Athens, Greece, T +30 213 3334 000, F +30 213 3334 304 E [email protected], prodea.gr

TAX REGISTER No: EL099555020, TAX OFFICE: KEFODE Attikis

GENERAL COMMERCIAL REGISTRY: 3546201000, HCMC APPROVAL No: 6/458/13.12.2007