Shopper Park Plus Nyilvánosan Muködo Reszvenytársaság : Consolidated condensed non-audited interim financial statements

Bárány Kristóf Péter

Németh Gábor

Shopper Park Plus Nyrt.

Consolidated condensed non-audited interim financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union

For the nine months period ending 30.09.2023

(English translation of the original report)

Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

Table of contents

Consolidated statement of comprehensive income for the nine and three month periods ending
30.09.2023	3
Consolidated statement of financial position (balance sheet)	4
Consolidated statement of changes in equity for the nine months period ending 30.09.2023	5
Consolidated cash flow statement for the nine months period ending 30.09.2023	6
Condensed supplementary notes to the consolidated interim financial statements	7
1.	General background	7
2.	Other statements related to the interim financial statements	9
3.	Significant changes in the consodliated statement of financial position	9
4.	Segment information	11
5.	Fair valuation gains on investment property	12
6.	Rental income	13
7.	Net service result	13
8.	Administrative expenses	14
9.	Related parties	15
10.	Financial instruments	16
11.	Income taxes	17
12.	Expenses related to issuing of own shares	17
13.	Valuation of financial instruments	17
14.	Contingent assets, contingent liabilities and commitments	21
15.	Events after the balance sheet date of the interim financial statements	22

2

Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

Consolidated statement of comprehensive income for the nine and three month periods ending 30.09.2023

Data in EUR

					Not audited			Not audited			Not audited			Not audited
									three			three
					nine months			nine months
									months			months
		Note			period			period
								period			period
					ending			ending
									ending			ending
					30.09.2023			30.09.2022
									30.09.2023			30.09.2022
Rental income	6		16 337 692		5 619 491		5 609 329		4 735 174
Operating fees and other revenue	6		20 077 575		6 113 717		5 910 084		5 268 482
Operating and other property-related expenses	6		(21 959 888)		(7 592 967)		(6 075 871)		(5 974 375)
Gross result				14 455 379	4 140 241		5 443 542	4 029 281
Administrative expenses	7		(1 947 361)		(2 877 875)		(508 120)		(642 893)
Fair valuation gains on investment properties	5		3 977 909		19 893 791		289 495	(50 116)
Operating result				16 485 927		21 156 157		5 224 917	3 336 272
Financial income				1 609 190		1 451 045		471 128	1 449 788
Financial expenses				(9 392 143)		(1 411 468)		(2 943 890)		(998 393)
Profit before tax				8 702 974		21 195 734		2 752 155	3 787 667
Income tax				(409 496)		(1 504 742)		(274 434)		96 213
Result of the current year				8 293 478		19 690 992		2 477 721	3 883 880
Of which attributable to owners of the parent
company				8 293 478		19 690 992		2 477 721		3 883 880
Other comprehensive income to be reclassified
to profit or loss for the period
Swaps transactions period end valuation
difference				429 765		545 095		(133 123)		(282 811)
Other comprehensive income not to be
reclassified to profit or loss for the period:
Result on financial instruments measured
against other comprehensive income				0	0	0
Other comprehensive income for the year				429 765		545 095		(133 123)	(282 811)
Overall comprehensive income				8 723 243		20 236 087		2 344 598	3 601 069
Of which attributable to owners of the parent
company				8 723 243		20 236 087		2 344 598		3 601 069
Earnings per share				0,86		4,71		0,26	0,40
Basic and diluted EPS for share type A				0,86		4,71		0,26	0,40
Basic and diluted EPS for share type B				0,86		4,71		0,26	0,40

3

Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

Consolidated statement of financial position (balance sheet)

Data in EUR

		Note			Not audited			31.12.2022
				30.09.2023
Assets
Fixed assets				285 446 518	279 647 973
Investment properties	5		285 435 000	279 645 000
Shares				0	0
Other fixed assets				11 518	2 973
Current assets				28 605 267	31 233 796
Lease and other accounts receivables	3		6 911 864	3 711 138
Current income tax receivable				299 492	249 483
Other receivables	3		5 477 387	13 069 018
Fair value of swap transactions	9		692 562	262 797
Bank security accounts				9 761 645	9 449 567
Cash and cash equivalents				5 462 317	4 491 793
Total assets				314 051 785	310 881 769
Equity and liabilities
Equity				124 039 517	119 169 072
Registered capital				963 200	963 200
Capital reserve				95 356 800	95 356 800
Other comprehensive income				692 562	262 797
Retained earnings				18 733 477	(327 699)
Profit of the year				8 293 478	22 913 974
Non-current liabilities				146 451 860	159 368 971
Long-term loans and borrowings	3		135 550 332	139 833 824
Tenant deposits				6 343 626	5 948 701
Deferred tax liabilities				3 821 853	3 590 305
Other non-current liabilities	3		736 049	9 996 141
Current liabilities				43 560 408	32 343 726
Short-term loans and borrowings	3		15 890 792	10 531 250
Accounts payables	3		1 224 443	238 205
Current income tax liabilities				(6 464)	25 270
Provisions				0	154 662
Other current liabilities	3		26 451 637	21 394 339
Total liabilities				190 012 268	191 712 697
Total equity and liabilities				314 051 785	310 881 769
			4

Consolidated statement of changes in equity for the nine months period ending 30.09.2023.

Data in EUR

			Swap transactions	Reserve for result of
			other financial financial
	Registered	Capital	period end	Retained	Profit of the
	instruments measured	Total
	capital	reserve	valuation	earnings	current year
	against comprehensive
			difference reserve
			income
Balance on 31.12.2021	16 200	1 603 800	0	0	(701 693)	373 994	1 292 301
Total comprehensive income for the year	0	0	827 906	0	0	19 690 992	20 518 898
Transfer of previous year's profit to retained earnings	0	0	0	0	373 994	(373 994)	0
Dividends paid to shareholders of the parent company	0	0	0	0	0	0	0
Increase in share capital	947 000	93 753 000	0	0	0	0	94 700 000
Effect of change in accounting policy	0	0	0	0	0	0	0
Balance on 30.09.2022	963 200	95 356 800	827 906	0	(327 699)	19 690 992	116 511 199
Total comprehensive income for the year	0	0	(565 109)	0	0	3 222 982	2 657 873
Transfer of previous year's profit to retained earnings	0	0	0	0	0	0	0
Dividends paid to shareholders of the parent company	0	0	0	0	0	0	0
Increase in share capital	0	0	0	0	0	0	0
Effect of change in accounting policy	0	0	0	0	0	0	0
Balance on 31.12.2022	963 200	95 356 800	262 797	0	(327 699)	22 913 974	119 169 072
Total comprehensive income for the year	0	0	429 765	0	0	8 293 478	8 723 243
Transfer of previous year's profit to retained earnings	0	0	0	0	22 913 974	(22 913 974)	0
Dividends paid to shareholders of the parent company	0	0	0	0	(3 852 800)	0	(3 852 800)
Increase in share capital	0	0	0	0	0	0	0
Effect of change in accounting policy	0	0	0	0	0	0	0
Closing balance on 30.09.2023	963 200	95 356 800	692 562	0	18 733 477	8 293 478	124 039 517

Consolidated cash flow statement for the nine months period ending 30.09.2023

Data in EUR

	Not audited nine	Not audited nine
	months period	months period
	ending	ending
	30.09.2023	30.09.2022
Cash flow from operating activities:
Profit before tax	8 702 974	21 195 734
Corrections:
Fair value of investment properties	(3 977 909)	(19 893 791)
Currency conversion	(1 346)	104 345
Increase / decrease of provisions	(154 662)	0
Other corrections of the result	5 963 940	1 166 254
Changes in accounts receivables and other receivables	4 463 654	(7 515 049)
Increase / decrease in deposits, restricted cash and tenant deposits	394 925	1 742 316
Increase / decrease in restricted cash balances	(312 078)	(6 209 500)
Decrease/increase in account payables and other current payables	(3 175 998)	9 028 171
Income tax paid / payable	(177 948)	0
Net cash flow from operating activities	11 725 552	(381 520)
Cash flow from investing activities
Acquisition of investment properties	(1 812 091)	(238 410 631)
Purchase of other fixed asset	(8 968)	(999)
Net cash flow from investing activities	(1 821 059)	(238 411 630)
Cash flow from financing activities
Repayment of loan/borrowings to 3rd parties	(4 125 000)	(2 625 000)
Loan / borrowings from 3rd parties	(0)	150 000 000
Loans from related parties outside the group	5 006 000	0
Capital increase	0	94 700 000
Interest paid	(5 963 515)	(1 166 213)
Dividends paid	(3 852 800)	0
Net cash flow from financing activities	(8 935 315)	240 908 787
Net change in cash and cash equivalents	969 178	2 115 637
Cash and cash equivalents at the beginning of the year	4 491 793	1 622 539
Exchange rate gains/ (losses) on cash and cash equivalents	1 346	(104 345)
Period end balance of cash and cash equivalents	5 462 317	3 633 831

Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

Condensed supplementary notes to the consolidated interim financial statements

1. General background

Name of the parent company:	Shopper Park Plus Ltd.
Tax number:	27033498-2-44
Registered seat:	1015. Budapest, Batthyány street 3. ground floor 1.
Company registration number:	01-10-140433

Shopper Park Plus Ltd. (SPP, Parent Company or Company) was incorporated on 9. July, 2019 as Graduw Zrt. The Company was registered by the National Tax and Customs Administration on 8. January, 2022, with effect from 1 January, 2022, as a Regulated Real Estate Investment Pre-Company.

The majority shareholder of the Parent Company is Penta CEE Holding Ltd. from 20. December, 2021, with its registered office at 1015. Budapest, Batthyány street 3. ground floor 1, Hungary. The Final Parent company of the Company is Adventum Penta Fund SCA SICAV-RAIF.

The share capital of the Company is EUR 963,200.

The share capital of the Company consists of 8,132,000 dematerialized ordinary shares of series A with a nominal value of EUR 0.1 each, representing equal and identical membership rights, and 1,500,000 dematerialized preference shares of series B with a nominal value of EUR 0.1 each, representing equal and identical membership rights. Series B voting preference shares carry ten times the voting rights of Series A shares. No convertible or exchangeable shares were issued in the current period or in prior financial years. There were no transactions to acquire own shares in either 2022 or 2023.

Registered principal activity of the Company: 6810 Sale of own real estate.

The group is active in the development, management and renovation of commercial real estates. The Group develops its current properties with an intention to letting them on the basis of operating leases. However, this does not exclude the possibility of selling them in the future as part of the group's ongoing business activities.

Representatives of the Company:
Bárány Kristóf Péter	Marton András	Németh Gábor
1011 Budapest	1124 Budapest	1118 Budapest
Ponty street 6.	Nárcisz street 56. 2. floor 5.	Radóc street 10.
Joint representation right	Joint representation right	Joint representation right

Transformation into a regulated real estate investment company

The Company was registered by the National Tax and Customs Administration on 8. January, 2022, with effect from 1 January, 2022, as a Regulated Real Estate Investment Pre-Company.

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Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

A Regulated Real Estate Investment Pre-Company (REIP) is a company that does not yet meet all the conditions for a REIT, but commits to meeting them in the future and to obtaining Regulated Real Estate Investment Company (REIT) status. The Company operated as REIP during the first nine months of 2023 and in 2022, and as such a company was exempt from corporate tax and local business tax obligations. Furthermore, due to the status of the regulated real estate investment pre-company, the Company was obliged to pay a uniform 2% property acquisition duty on the properties purchased in 2022, contrary to the general rules.

Pursuant to Section (3) §4 of the REIT Act, the Company is obliged to comply with all the conditions applicable to regulated real estate investment companies by 31 December 2023 at the latest in order for Hungarian Tax Authority (HTA) to register the Company as a regulated real estate investment company. If the Company fails to meet the deadline for fulfilling the prerequisites for becoming a REIT and/or submitting the relevant notification to the HTA and the HTA deletes the Company from the register of pre-enterprises without registering it as a REIT, the Company shall declare and pay twice the tax during the period of operation as a pre-company, calculated without taking into account the exemption under the first paragraph.

There are no regulated real estate investment project companies among the companies directly or indirectly owned by the Company.

Comparative period

On 15 June 2022, the Shopper Park Plus Group acquired the exclusive ownership of 14 Hungarian shopping centers and 100% ownership in 4 Czech companies, which owned a total of 4 Czech shopping centers. Prior to the acquisition of the shopping centers (in the first five and a half months of the reviewed period), the Group had no revenues from rents and had no assets to generate such revenues. Thus, data presented in the statement of comprehensive income and cash flow statement for the first nine months of 2022 only partially provide a clear picture of performance of the Shopper Park Plus Group with which the data for the first nine months of 2023 (period 15 June - 30 September 2022) can be properly compared.

Financing and financial result

The Shopper Park Plus Group partially financed the acquisition of the Hungarian shopping parks and the companies owning the Czech shopping parks by a bank loan. The loan agreement for the bank loan was concluded on 8 April 2022 and the loan was drawn down on 15 June 2022 in amount of MEUR 150. The comparative period, the first nine months of 2022, is affected by bank loan costs only for three and a half months.

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Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

2. Other statements related to the interim financial statements

These financial statements were prepared in accordance with International Accounting Standard 34 as adopted by the European Union. No new standard has been applied in the preparation of the interim financial statements, because it does not have a material impact on the financial statements.

The accounting policies applied in the interim financial statements are consistent with those applied in the comparative period and in the most recently published financial statements of 2022. The accounting policies presented have not changed from those applied at the year end. The interim financial statements should be read in conjunction with the previous year's financial statements.

There were no changes in the estimates used compared to the reference period.

There were no changes in the structure of the group in the first three quarters of 2023.

In the reviewed period, no new shares were issued, and no shares were repurchased by the Company.

The interim financial statements are prepared on a going concern basis.

3. Significant changes in the consodliated statement of financial position

Leasing- and other trade receivables

Balance of leasing- and other trade receivables of the Shopper Park Plus Group as of 31.12.2022 was EUR 3,711,138, which increased to EUR 6,911,864 as of 30.09.2023. The increase in trade receivables is due to the fact that the SPP group was only able to invoice a significant part of the 2022 utility costs to its lessor in 2023. Since then, invoices are issued continuously in stages.

Other receivables

Balance of other receivables of the Shopper Park Plus Group as of 31.12.2022 was EUR 13,069,018, which decreased to EUR 5,477,387 as of 30.09.2023. The decrease in other receivables is due to the fact that the SPP group was only able to invoice a significant part of the 2022 utility costs to its lessor in 2023. At 31.12.2022, these items were recognised as accrued income and were presented as other receivables.

Accounts payables

The balance of accounts payables of the Shopper Park Plus Group as of 31.12.2022 was EUR 238,205, which increased EUR 1,224,443 as of 30.09.2023. The balance of 31.12.2022 was very low due to one- off technical reason related to invoicing.

Loans and borrowings

The balance of loans and borrowings (short and long-term together) was EUR 150,365,074 at 31.12.2022, which increased to EUR 151,441,124 as of 30.09.2023. The main reason for the increase during this period is the repayment of member loan of MEUR 5 to Penta CEE Holding Zrt., offseted by the repayment of loan capital (EUR 4,125,000) transferred to the bank during the nine months.

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Shopper Park Plus Nyrt. - Consolidated condensed non audited interim

financial statements for the nine months ending 30.09.2023

Other long-term liabilities

The balance of other long-term liabilities as of 31.12.2022 was EUR 9,996,141, which decreased to EUR 736,049 as of 30.09.2023. The main reason for the decrease is that the contingent purchase price obligation of the land repossession agreement with the previous owner will fall due in one year, so the total amount has been reclassified to current liabilities.

Other current liabilities

The balance of other current liabilities as of 31.12.2022 was EUR 21,394,339, which increased to EUR 26,451,637 as of 30.09.2023. The main reason for the increase is the reclassification of the contingent purchase price liability recorded for land repossessions from long-term to current and the change in the liability for the estimated retention of the purchase price based on the turnover-based rental rate, where the estimated liability has increased due to changing assumptions. As at 30.09.2023, the Group had not yet paid any contingent purchase price to the previous owner of the properties. As of 30.09.2023, SPP has paid a duty of EUR 3,249,151 on Hungarian properties, with an estimated liability of approximately TEUR 300 not yet imposed.

Investments

During the 9-month reviewed period, the cost of improving the properties amounted to EUR 1,812,091. There was no single standout item among the investments. These are mainly costs of renovation of technical premises, installation of alarm systems, upgrading of lightning protection and project management fees related to extensions, as well as leasing fees related to new leases.

	9 months	9 months period
Data in EUR	period ending	ending
	30.09.2023	30.09.2022
Amounts capitalised on investment property	1 812 091	238 410 631
-of which leasing fee	108 514	161 026

10