Conclusion of material agreements relating to creation of a joint venture relating to the development of student housing facilities

The Management Board of Echo Investment S.A. (Issuer) informs you that on 6 March 2024 the Issuer executed with Signal Alpha 3 R1 S.à r.l. with its registered office in Luxembourg (Signal) a transaction (Transaction) relating to creation of a joint venture through which the parties will implement the projects concerning development of student housing facilities in Poland (Project).

The following agreements were concluded by the Issuer as part of the Transaction:

1. 1. 1. the shareholders’ agreement between the Issuer, Signal and Signal Alpha 3 C2 S.à r.l. with its registered office in Luxembourg (JVCo) regulating the corporate governance principles of the JVCo; JVCo is an entity controlled by Signal, through which the Issuer and Signal intend to implement the Project;
      2. the framework agreement between the Issuer, Signal and JVCo regulating the implementation of the Project,

(jointly the Agreements).

Pursuant to the Agreements, during the development of the Project, the Issuer intends to enter into agreements with the entities controlled by JVCo being the owners of the properties on which the Project will be developed (PropCos), pursuant to which the Issuer will provide development management services against payment.

The completion of the Transaction remains subject to the satisfaction of a condition precedent of obtaining an antimonopoly clearance from the President of the Polish Competition Authority. After completion of the Transaction, the Issuer will be entitled to a 30% profit share in the JVCo.

The main terms of the Transaction are as follows:

1. 1. 1. The Issuer intends to commit up to EUR 31.3 million to the Project;
      2. The anticipated time horizon for the implementation of the Project will be 3 to 5 years;
      3. The anticipated number of beds to be provided under the Project will be a minimum of 5,000;
      4. The assumed proportions of the sources of financing of the Project will be (i) 40%-50% - financing from the parties’ funds; (ii) the remaining 60%-50% - debt;
      5. The parties mutually undertook not to carry out projects similar to the Project in cooperation with other partners, except for the cases indicated in the Agreements.

The Transaction documentation contains representations and warranties of the parties that are customary for the transactions of this type as well as substantially standard contractual clauses concerning the parties' liability and security. The provisions of the aforementioned agreements do not materially diverge from the provisions commonly used in these types of transactions.