Renta Corporación Real Estate S A : Instrumentos financieros

A LA COMISIÓN NACIONAL DEL MERCADO DE VALORES

Renta Corporación Real Estate, S.A. (la "Sociedad"), en cumplimiento de lo dispuesto en el artículo 227 del texto refundido de la Ley de Mercados de Valores aprobada por Real Decreto Legislativo 4/2015, de 23 de octubre, hace pública la siguiente

OTRA INFORMACIÓN RELEVANTE

La Sociedad comunica la intención de solicitar el consentimiento electrónico de los bonistas de la emisión de bonos simples no garantizados de Renta Corporación Real Estate, S.A. por importe de €16.500.000 al 6,25% de interés con vencimiento en 2023 y con código ISIN XS1883986934 y Common Code 188398693 (la "Emisión") para aprobar una modificación puntual de los compromisos financieros asumidos por la Sociedad en los términos y condiciones de la Emisión con el fin de adaptarlos al impacto del COVID-19 en el año 2020.

Se adjunta a los efectos oportunos el texto de la notificación a los bonistas de la solicitud de su consentimiento electrónico (Notice of Electronic Consent) que incluye la propuesta de acuerdo (Extraordinary Resolution) que se somete a su consentimiento.

En Barcelona, a 3 de diciembre de 2020

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D. José Mª Cervera Prat

Secretario del Consejo de Administración

INFORMACIÓN IMPORTANTE

Este documento no constituye un folleto ni una oferta, ni una solicitud de oferta para la compra, venta o suscripción de valores emitidos, o que vayan a ser emitidos, por Renta Corporación Real Estate, S.A. No se realizará ninguna oferta de valores en ninguna jurisdicción en la que dicha oferta no se realice de conformidad con la legislación aplicable.

Las acciones y los valores emitidos por Renta Corporación Real Estate, S.A. no pueden ser ofrecidos o vendidos en los Estados Unidos de América, salvo si se efectúa a través de una declaración de notificación efectiva de las previstas en la Securities Act o al amparo de una exención válida del deber de notificación.

Renta Corporación Real Estate, S.A.

NOTICE OF ELECTRONIC CONSENT SOLICITATION

to all holders (the "Bondholders") of the outstanding

€16,500,000 6.25 per cent. Senior Unsecured Bonds due 2023 of Renta Corporación Real Estate,

S.A. with ISIN code XS1883986934 and Common Code 188398693

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NOTICE IS HEREBY GIVEN that, pursuant to: (i) the terms and conditions (the "Conditions") of the €16,500,000 6.25 per cent. Senior Unsecured Bonds due 2023 (the "Bonds") of Renta Corporación Real Estate, S.A. (the "Issuer"), and (ii) the provisions regulating the meetings of Bondholders set out as Schedule 3 to the Fiscal and Transfer Agency Agreement dated 2 October 2018 entered into between the Issuer, The Bank of New York Mellon, London Branch (the "Fiscal Agent") and The Bank of New York Mellon SA/NV, Luxembourg Branch (the "Registrar") (such agreement, the "Fiscal Agency Agreement", and such provisions, the "Provisions for Meetings of Bondholders"), Mr. David Vila, as Chief Executive Officer for and on behalf of the Issuer seeks the Bondholders' approval of certain resolutions relating to

1. the acknowledgement of the situation in relation to one of the Conditions and waiver of any actual or potential exercise of any acceleration rights of the Bonds as a consequence thereof; and (b) the amendment of certain Conditions as indicated below.

Unless the context otherwise requires, capitalized terms not otherwise defined in this notice of electronic consent solicitation (the "Notice") shall have the meanings ascribed to them in the Fiscal Agency Agreement, or as applicable, the Conditions.

1. PURPOSE AND CONTENT

The purpose of the Electronic Consent (as defined in the Provisions for Meetings of Bondholders) is to seek the Bondholders approval to pass the Extraordinary Resolution set out below in this Notice in accordance with, and as defined in, the Provisions for Meetings of Bondholders. The terms of this Extraordinary Resolution are being notified to the Bondholders at the same time through the relevant clearing systems, Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), and Electronic Consent thereto is being sought by the Issuer from the Bondholders, as provided in the Provisions for Meetings of Bondholders.

The proposed resolutions seek to (a) acknowledge the situation regarding one of the covenants and waiver of any actual or potential exercise of any acceleration rights of the Bonds as a consequence thereof; and (b) amend certain Conditions as indicated below.

EXTRAORDINARY RESOLUTION

"THAT the holders (the "Bondholders") of the €16,500,000 6.25 per cent. Senior Unsecured Bonds due 2023 (the "Bonds") of Renta Corporación Real Estate, S.A. (the "Issuer"), being entitled to receive notice of a meeting in accordance with the Provisions for Meetings of Bondholders, hereby give their Electronic

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Consent to pass the following Extraordinary Resolution (as defined in the Fiscal Agency Agreement referred to below) (the "Extraordinary Resolution"):

1. acknowledge and confirm that the Bondholders have been informed by the Issuer that it intends to approve this Extraordinary Resolution, all as it reflected in the Consent Solicitation Memorandum;
2. acknowledge and confirm that the Bondholders have also been informed by the Issuer of the relevant details and procedures to give their Electronic Consent in relation to this Extraordinary Resolution;
3. acknowledge the information provided by the Issuer in relation to the financial ratio included under Condition 9(h), the non-compliance of which during a period of more than six months constitutes an Event of Default under the Conditions, and, in connection with the foregoing, the Bondholders agree to approve and accept that the current financial ratio of the Issuer as of the date hereof is higher than the financial ratio provided under Condition 9(h) and that no consequences thereof shall arise to the Issuer (in particular, the current situation shall not be deemed an Event of Default under the Conditions and Bondholders waive the exercise of any and all actual or potential early redemption rights of the Bonds as a consequence thereof);
4. approve and assent to the following amendments of Condition 9(h) (the "Amendment"):
   "(h) Financial Ratio Default: the ratio between the adjusted Net Financial Debt by the EBITDA is higher than 3.50 times (3.50x) during a period of more than six months.
   The adjusted Net Financial Debt adjustedwill be the Net Financial Debt of the Issuer calculated at any given time deducting from the Net Financial Debt the Issuer's equity loans which the Issuer expects to cancel in 2022 through the in-kind payment of the land that the Issuer owns in Canovés according to the terms of the creditors agreement which is currently in force.
   The EBITDA will be the last twelve months EBITDA of the Issuer calculated at any given time. However, the EBITDA generated in 2020 will not be considered in any last twelve months EBITDA calculation and, instead, the EBITDA from the preceding relevant months in 2019 shall apply. For instance, the EBITDA as of 31 December 2020 will amount to the EBITDA generated in 2019, the EBITDA as of 30 March 2021 will amount to the EBITDA generated in the first quarter of 2021 and the last nine months of 2019, the EBITDA as of 30 June 2021 will amount to the EBITDA generated in the first half of 2021 and the second half of 2019, and the EBITDA as of 30 September 2021 will amount to the EBITDA generated in the first nine months of 2021 and the last quarter of 2019, or"
5. represent and warrant that the Bondholders agree to approve this Extraordinary Resolution by way of Electronic Consent communicated through the communication systems of the relevant clearing systems in accordance with their operating rules and procedures, have requested or made the corresponding arrangements with the relevant clearing systems and its custodians

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relevant for this purpose, and that the delivery of any Electronic Consent instruction shall serve as the required proof of holding the Bonds;

1. represent and warrant that the Issuer shall be entitled to rely upon approval of this Extraordinary Resolution given by way of Electronic Consents communicated through the electronic communications systems of the relevant clearing system(s) to the Tabulation and Information Agent, on behalf of the Issuer, in accordance with their operating rules and procedures;
2. acknowledge, agree and accept that this Extraordinary Resolution passed in the manner contemplated in the paragraph above shall be binding on all Bondholders even if the relevant consent or instruction proves to be defective;
3. approve, authorize, consent, sanction, empower and direct the Issuer to:
4. 1. consent and/or confirm its agreement to the implementation of the Extraordinary Resolution (in writing where necessary); and
   2. execute and do, all such other deeds, instruments, ancillary documents, acts and things as may be necessary or desirable to carry out and give effect to this Extraordinary Resolution and to implement this Extraordinary Resolution;
5. acknowledge that the terms and conditions of the Bonds will remain in full force and effect (subject only to the variations and amendments effected by the implementation of the Amendment), and no party or parties intend that the Bonds be rescinded, repaid or terminated as a consequence of the Amendment;
6. sanction and approve every modification, abrogation, variation, compromise of, or arrangement in respect of, the rights of the Bondholders against the Issuer, the Fiscal Agent, the Paying and Transfer Agent, the Tabulation Agent and the Information Agent involved in or arising from the implementation of this Extraordinary Resolution (whether such rights shall arise under or in relation to the Fiscal Agency Agreement, the terms and conditions of the Bonds or otherwise, including by reason of any allegation of breach of contract, duty or trust in relation to any action or decision taken by the Issuer, the Fiscal Agent, the Paying and Transfer Agent, the Tabulation Agent and Information Agent in effecting such execution or implementation) and assents to every modification, variation and abrogation of the covenants or provisions of the Fiscal Agency Agreement, the terms and conditions of the Bonds and any other documents relating to the Bonds involved in or affected by the implementation of this Extraordinary Resolution generally;
7. direct, request, empower and authorise the Fiscal Agent, the Paying and Transfer Agent, and the Tabulation Agent and Information Agent to consent to, concur in and execute all such documents and do all such acts and things considered by each of them in its sole discretion to be necessary, desirable or expedient to carry out and give effect to this Extraordinary Resolution generally;
8. discharge and exonerate the Fiscal Agent, the Paying and Transfer Agent and the Tabulation Agent and Information Agent from any and all liabilities for which either of them may have become or may become responsible in respect of any act or omission in connection with the Bonds, the

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