Prodea Real Estate Investment Societe Anonyme : Announcement - Invitation to Investors with range - Prodea Investments

PRODEA REAL ESTATE INVESTMENT COMPANY SOCIÉTÉ ANONYME

ANNOUNCEMENT - INVITATION TO INVESTORS

REGARDING THE PUBLIC OFFER IN GREECE BY WAY OF PAYMENT IN CASH AND THE ADMISSION TO TRADING IN THE CATEGORY OF FIXED INCOME SECURITIES OF THE REGULATED MARKET OF THE ATHENS EXCHANGE OF THE BONDS OF THE COMPANY "PRODEA REAL ESTATE INVESTMENT COMPANY SOCIÉTÉ ANONYME" WITH THE ISSUANCE OF A COMMON BOND LOAN

PUBLIC OFFER

FROM 14 JULY 2021 UNTIL (AND INCLUDING) 16 JULY 2021

YIELD RANGE

2,20% - 2,60%

JOINT COORDINATORS AND BOOKRUNNERS

LEAD UNDERWRITERS

ISSUE ADVISORS

By virtue of the decision of the Board of Directors of the company "PRODEA REAL ESTATE INVESTMENT COMPANY SOCIÉTÉ ANONYME" ("Issuer" or "Company") dated 02.07.2021, the Issuer, among others, decided:

(a) the issuance of a common bond loan by the Company ("Bond Loan" or "CBL"), by virtue of articles 59 -74 of Greek Law 4548/2018, as in force, the provisions of Greek Law 3156/2003 that remain in force, as well as Greek Law 3371/2005, for a total nominal amount of up to €300,000,000, with a duration of seven (7) years, divided into up to 300,000 dematerialized, common, bearer bonds, of a nominal value of €1,000 each ("Bonds"), as well as the approval of the specific terms of the Bond Loan, which constitute the CBL's programme ("CBL Programme"),

(b) that the Bonds will be offered for subscription by investors by means of a public offer to the investment public in Greece, i.e. to professional and retail investors for a period of three (3) business days, during which the CBL will be subscribed ("Public Offer"), with use of the Electronic Book‐Building Service of the Athens Exchange ("E.BB."), will be registered with the D.S.S. and will be admitted to trading in the category of Fixed Income Securities of the Regulated Market of the Athens Exchange ("ATHEX"),

(c) the offer price of each bond has been determined at par, i.e. €1,000.

If the CBL is not subscribed for an amount of at least €250,000,000, the issue of the Bond Loan will be cancelled and the amount corresponding to the value for subscription of each retail investor will be released at the latest within two (2) business days, interest-free.

DETERMINATION OF FINAL YIELD AND INTEREST RATE OF THE BONDS

The determination of the yield and the interest rate of the Bonds ("Interest Rate") shall be effected by way of the (electronic) book building process ("Book Building"), which shall be kept by the Joint Coordinators and Bookrunners. The Book Building will be conducted through the E.BB. process, in which only Professional Investors may participate.

The Interest Rate and final yield shall be determined by Joint Coordinators and Bookrunners, via the E.BB process, as further specified in the Prospectus approved on 09.07.2021 ("Prospectus"), and will be approved by persons authorized by the Board of Directors of the Company and announced on the website of the Company and ATHEX, the next business day after the end of the Pubic Offer period at the latest.

The yield range, which was determined by the Joint Coordinators and Bookrunners, and within which Professional Investors shall submit subscription statements, reads as follows:

YIELD RANGE
Minimum Yield	Maximum Yield
2,20%	2,60%

The final yield and Interest Rate shall be notified to the Hellenic Capital Markets Commission and published on the website of the Issuer and ATHEX, on the next business day following the completion of the Public Offer at the latest.

The criteria and conditions, on the basis of which the final yield and Interest Rate shall be determined, include bond market conditions, the volume of demand per yield by Professional Investors, the volume and type of Professional Investors, the volume of demand by Retail Investors (to the extent that the final allotment to them will exceed the minimum allotment percentage of 30%), as well as the loan service cost that the Issuer is willing to undertake in connection to the issuance of the bonds.

Indicatively, if the demand by Professional Investors covers the Bond Loan up to the high end of the yield range, while at the same time a material part of the Issue is subscribed at a lower level of yield, the lower level may be selected, even if it would result in a lower amount of capital raised, and subject to the fulfilment of the condition for the issue of the Bonds.

Concurrently with the determination of the final yield, the final allocation of the offered Bonds will be decided. In any case, the Interest Rate shall be determined within the announced binding yield range.

The Interest Rate and Offer Price will be common for all investors, Professional and Retail, that will participate in the Issue of the Bonds by means of a Public Offer.

Within two (2) business days following the end of the Public Offer, a detailed announcement will be issued by the Joint Coordinators and Bookrunners, regarding the outcome of the Public Offer, including the Interest Rate, which will be published in the Daily Statistical Bulletin of ATHEX.

Detailed information on the final yield and Interest Rate is provided in section 4.3.3. "Determination of final yield and Interest Rate of the Bonds issued by means of a Public Offer, by way of Book Building" of the Prospectus.

PROCESS FOR BONDS OFFERING

The Bonds offering, namely the Bonds of a total nominal value up to the amount of €300,000,000, shall be conducted by way of a Public Offer to investors in Greece through the E.BB. process.

Trading unit on ATHEX will be one (1) Bond. Each investor may be registered by filing the relevant subscription statement ("Subscription Statement") for the purchase of Bonds, via the E.BB. process for at least one (1) offered Bond or for an integral number of Bonds. The maximum amount for subscription for every investor is the total amount of the Public Offer, namely up to 300,000 Bonds. The minimum amount for participation is one (1) Bond of a nominal value of €1,000.

The Public Offer and registration period for interested investors will have a duration of three (3) business days.

The Joint Coordinators and Bookrunners have been designated as Coordinators of the E.BB. process, as set out in E.BB. Resolution. In particular, the Public Offer will commence on Wednesday, 14 July 2021, at 10:00 a.m. Greek time and shall conclude on Friday, 16 July 2021, at 16:00 p.m., Greek time.

The E.BB. shall remain open, throughout the term of the Public Offer from 10:00 a.m. until 17:00 p.m., with the exception of 16 July 2021, when it will close at 16:00 p.m.

For interested investors to participate in the Public Offer of the Bonds, a Subscription Statement for the Bonds shall be submitted during the term of the Public Offer, pursuant to the terms and conditions of the approved Prospectus and the CBL Programme.

Amendment or cancellation of the Subscription Statement for the offer for purchase of Bonds is possible for the duration of the term of the Public Offer, following the same process for its initial submission.

In case that the Subscription Statement is not properly submitted, pursuant to the terms and conditions for the subscription in the Public Offer, according to the Prospectus, the CBL Program and the E.BB Resolution, the Subscription Statement will not be accepted.

Detailed information on the process for the Bonds' offering is provided in section 4.3.5. "Offering process, Registration and Allocation of the Offered Bonds by means of a Public Offer" of the Prospectus.

PROCEDURE FOR PARTICIPATION OF RETAIL INVESTORS IN THE PUBLIC OFFER

Interested Retail Investors may file their Subscription Statements at the branches of the Joint Coordinators and Bookrunners, namely "Piraeus Bank", "National Bank of Greece S.A.", "Alpha Bank S.A." and "Eurobank" and of the Lead Underwriters "Optima Bank" and "Euroxx Securities S.A.", as well as the E.BB Members and D.S.S. Participants that cooperate with the E.BB Members for the filing of Subscription Statements via the E.BB service.

In order to participate in the Public Offer, interested Retail Investors submitting their statement at the branches above, have to provide their identity card or passport, their tax identification number and a print‐out of their D.S.S. data.

The Subscription Statements of Retail Investors via Clients Securities Account, including Joint Investor Shares, shall only be accepted, if interested investors are beneficiaries or co‐beneficiaries of the accounts that are used for subscription.

Interested Retail Investors will be registered at the lowest yield range of the Bonds, as per above. Value of subscription for Retail Investors is the product of the number of Bonds applied for over the nominal value of €1,000 per Bond.

Detailed information on the participation of Retail Investors is provided in section 4.3.5. "Offering process, Registration and Allotment of the Offered Bonds by means of a Public Offer" of the Prospectus.

PROCEDURE FOR PARTICIPATION OF PROFESSIONAL INVESTORS IN THE (ELECTRONIC) BOOK BUILDING PROCESS

Interested Professional Investors must file their Subscription Statements directly with the Joint Coordinators and Bookrunners and Lead Underwriters.

The process for submission of offers of Professional Investors will have a duration between the first and last day of the Public Offer.

The yield that will be included in the Subscription Statement, within the range that will be announced, will be on increments of 5 basis points, namely 0.050%.

Offers submitted by Professional Investors will be collected throughout the term of the Electronic Book Building process, which will be managed by the Joint Coordinators and Bookrunners, in order to determine the requested volume per alternative yield, as well as the total number of requested Bonds.

The Electronic Book Building will close on the last day of the Public Offer period (16.00 Greek time), and all offers, as in force at that time, will be considered as final.

Detailed information on the participation of Professional Investors is provided in section 4.3.5. "Offering process, Registration and Allotment of the Offered Bonds by means of a Public Offer" of the Prospectus.

ALLOCATION PROCEDURE

Following the determination of the final yield and Interest Rate, the Joint Coordinators and Bookrunners shall determine the size of the Issue and, subsequently, allocate the Bonds to investors as follows:

· at least 30% of the Bonds of the Public Offer (namely at least 90,000 Bonds in the event of full subscription of the CBL, i.e. issue of 300,000 Bonds) will be allocated to Retail Investors; and

· up to 70% of the Bonds (namely up to 210,000 Bonds in the event of full subscription of the CBL, i.e. issue of 300,000 Bonds) will be allocated among Professional Investors and Retail Investors.

As long as the subscriptions of Retail Investors for the 30% of the Bonds of the Public Offer have been satisfied, for the final determination of the percentage of allocation to each category of investors, the following will be taken into consideration:

a) the demand by Professional Investors, b) the demand by the remaining part of the 30% of Retail Investors, c) the number of Subscription Statements of Retail Investors, as well as d) the need to create conditions for the smooth trading of the Bonds in the secondary market.

Detailed information on the allocation process is provided in section 4.3.6. "Process of allocation of the Public Offer" of the Prospectus.

PROSPECTUS AVAILABILITY

Further information about the Company, the Bonds and their offering are included in the Prospectus, only with regard to the compliance with the information requirements for investors, as set out in Regulation (EU) 2017/1129 and Delegated Regulations (EU) 2019/979 and 2019/980, and Greek Law 4706/2020, as in force.

The Prospectus as approved by the Board of Directors of the Hellenic Capital Market Commission at its meeting on 09.07.2021, is available to investors, pursuant to article 21, para. 2 of Regulation (EU) 2017/1129, in an electronic form, on the following websites:

· Athens Exchange https://www.athexgroup.gr/el/web/guest/companies-new-listings

· Hellenic Capital Market Commission http://www.hcmc.gr/el_GR/web/portal/elib/deltia

· The Issuer https://prodea.gr/omologiaka-daneia/

· "Piraeus Bank S.A." https://www.piraeusholdings.gr/prodea

· "National Bank of Greece S.A." https://www.nbg.gr/el/retail/investment-products/enimerotika-deltia/deltia-epihirisewn

· "Alpha Bank S.A." https://www.alpha.gr/el/idiotes/ependuseis/xrimatistiriakes-upiresies/enimerotika-deltia

· "Eurobank S.A." https://www.eurobank.gr/el/omilos/enimerosi-ependuton/enimerotika-deltia/enimerotika-deltia-sumboulos-anadoxos-trapeza-eurobank-ergasias-ae

· "Optima Bank" https://www.optimabank.gr/business/investment-banking/enimerotika-pliroforiaka-deltia

· "Euroxx Securities S.A." https://www.euroxx.gr/gr/content/article/prodea

Moreover, throughout the term of the Public Offer, the Prospectus, if requested, shall be available to investors in hardcopy, free of charge, at the Company's Headquarters, 9 Chrysospiliotissis Str., 105 60, Athens, at the branches and offices of the Joint Coordinators and Bookrunners, "Piraeus Bank S.A." (4 Amerikis Str., 105 64, Athens, 210 3288000), "National Bank of Greece S.A." (86 Aiolou Str., 105 59, Athens, tel. [phone]), "Alpha Bank S.A." (40 Stadiou Str., 102 52, Athens, tel. [phone]) and "Eurobank" (8 Othonos Str., 105 57, tel. [phone]), as well as the Lead Underwriters "OPTIMA BANK" (Aigialeias 32, Maroussi, 151 25, tel. [phone]), and Euroxx Securities S.A." (7 Palaiologou Str., 152 32, Chalandri, tel. [phone]).

For more information, investors may contact during working hours the Company's Headquarters, at 9 Chrysospiliotissis Str., 105 60, Athens (direct line: + 30 213 3334000).

Athens, 13 July 2021

PRODEA INVESTMENTS

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