Prodea announced the results of the voluntary public offer submitted by the Offeror on April 14, 2026, to bondholders for the acquisition of up to 50,000 bonds of the Companypursuant to the Common Bond Loan Program dated July 9,Common Bond Loan Program, representing 16.667% of the total outstanding principal of the 2021 Common Bond Loan, in exchange for 200 new, common, registered, voting shares of the Offeror, with a par value of €2.71 each for every Bond, which will be issued as part of a share capital increase of the Offeror decided by the Offeror’s Board of Directors on April 14,2026 pursuant to the authorization granted to it by the Extraordinary General Meeting of April 2, 2026.
The Offeror had stated that it would not acquire Bonds, through Euronext Athens and/or over-the-counter, other than those offered to it in the context of the Public Offer. As of the Date of the Tender Offer, the Offeror did not hold any Bonds, either directly or indirectly.
It should be noted that the Tender Offer was optional 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 regarding the amendment of the Company’s Articles of Association in connection with the Rights Issue, 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 Offer Consideration to the Accepting Bondholders.
Pursuant to the decision of the Hellenic Capital Market Commission, protocol number 741/13.05.2026, the amendment to the Company’s Articles of Association in connection with the Capital Increase was approved, and on 15.05.2026, the amendment to the Company’s Articles of Association in connection with the Capital Increase was registered in the General Commercial Registry.
Approval of the listing of the New Shares is expected on June 9, 2026, in accordance with the schedule below.
The words and phrases, as well as the combinations of words and phrases with initial capital letters, the definitions of which are provided in the Prospectus prepared by the Offeror, approved by the Board of Directors of the Hellenic Capital Market Commission (hereinafter the “Hellenic Capital Market Commission”) on May 5, 2026, and published in accordance with the Law, shall have the same meaning when used in this announcement, unless otherwise defined herein or as otherwise implied by the context.
1. The Acceptance Period, as defined in Article 18(2) of the Law, began on May 7, 2026, and ended on June 4, 2026, at the close of business of banks operating in Greece.
During the Acceptance Period, 543 Bondholders lawfully and validly accepted the Public Offer, tendering a total of 56,013 Bonds, representing approximately 18.67% of the total outstanding principal amount of the KOD 2021 Bonds (hereinafter the “Tendered Bonds”), and therefore the tender condition regarding the Minimum Number of Bonds has been met.
2. Since the number of Offered Bonds exceeds the number of Bonds in the Public Offer, Accepting Bondholders will be satisfied on a pro rata basis and up to the number of Bonds in the Public Offer.
3. The Offeror’s New Shares, which constitute the Consideration Offered, will amount to 10,000,000 New Shares, with a par value of €2.71 each, will be issued pursuant to the Capital Increase, based on the Exchange Ratio, and will be listed for trading on Euronext Athens.
4. The process of transferring the Transferred Bonds and crediting the New Shares to the Securities Accounts of the Accepting Bondholders is expected to be completed as follows:
5. The Offeror will 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.”
6. Since the Public Offer does not concern securities incorporating voting rights but rather Bonds, the right of redemption and the right of withdrawal do not apply, in accordance with Articles 27 and 28 of the Law, respectively.
7. Furthermore, given that the Offeror acquired more than 30,000 Bonds in the context of the Public Offer, it is noted that the Offeror intends to exercise the partial early redemption right (call option) provided for under clause 9.3.2. of the 2021 Terms and Conditions, for a portion of the outstanding principal of the Bonds in an aggregate amount of at least 120,000,000.00 (one hundred twenty million euros) after July 20, 2026 (end of the 10th interest period) by paying an additional amount (premium) per Bond equal to thirty percent (30%) of the total amount of one year’s interest, as already provided for in the relevant Program and stated in the Prospectus.
A further announcement regarding the exercise of the call option will follow once the relevant corporate resolution has been adopted in accordance with the procedure set forth in the Program and the provisions of applicable law.
AXIA VENTURES GROUP LTD and PIRAEUS BANK S.A. acted as Advisors to the Offeror for the Public Offer.