DEVELIA S.A. GROUP

CONSOLIDATED QUARTERLY REPORT

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD OF 9 MONTHS, ENDED 30 September 2020

drawn up in accordance with the International Financial Reporting Standards

CONTAINING THE QUARTERLY FINANCIAL INFORMATION OF DEVELIA S.A.

(unaudited financial data)

Wrocław, 16 November 2020

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

1.

SELECTED FINANCIAL DATA .................................................................................................................................................

4

2.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE DEVELIA S.A. GROUP.............................

5

CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..............................................................................................................

5

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ....................................................................................................

7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..............................................................................................................

9

CONSOLIDATED STATEMENT OF CASH FLOWS .........................................................................................................................

11

OTHER INFORMATION AND NOTES ..............................................................................................................................................

12

2.1

General information about the Develia S.A. Group..........................................................................................................................................

12

2.2

Composition of Group ......................................................................................................................................................................................

12

2.3

Changes in Structure of Group ........................................................................................................................................................................

13

2.4

Composition of Management Board of Parent Undertaking ............................................................................................................................

14

2.5

Approval of Interim Condensed Consolidated Financial Statements...............................................................................................................

15

2.6

Rules Adopted for Preparing Quarterly Report ................................................................................................................................................

15

2.7

Information on Material Estimates and Professional Judgement .....................................................................................................................

16

2.8

Significant Accounting Principles (Policies) .....................................................................................................................................................

19

2.9

New Standards and Interpretations Published But Not Effective Yet ..............................................................................................................

20

2.10

Seasonal or Cyclical Character of Develia S.A. Group's Operations...............................................................................................................

21

2.11

Investment Real Property and Non-Current Assets Classified as Held for Sale .............................................................................................

21

2.12

Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect ...................................

25

2.13

Information about Impairment Losses in Respect of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets

and Reversal of Such Losses ..........................................................................................................................................................................

26

2.14

Information about Creating, Increasing, Utilising and Reversing Provisions ...................................................................................................

27

2.15

Information about Deferred Tax Liabilities and Deferred Tax Assets ..............................................................................................................

27

2.16

Information about Significant Purchase and Sale Transactions Regarding Property, Plant and Equipment ..................................................

28

2.17

Information about Significant Liabilities on Account of the Purchase of Property, Plant and Equipment ........................................................

28

2.18

Information about Significant Settlements on Account of Litigation .................................................................................................................

28

2.19

Disclosure of Correction of Errors of Previous Periods....................................................................................................................................

29

2.20

Information about Changes in Economic Situation and Conditions for Running Business Activity Which Have Considerable Impact on Fair

Value of Group's Financial Assets and Financial Liabilities, Regardless of Whether Such Assets and Liabilities Are Recognised at Fair

Value or at Adjusted Purchase Price (Depreciated Cost) ................................................................................................................................

29

2.21

Information about Failure to Repay Loan or Borrowing or Infringement of Material Provisions of Loan or Borrowing Agreement With Regard

to Which No Corrective Actions Were Taken by the End of the Reporting Period ..........................................................................................

29

2.22

Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with Related Entities (If Made on Terms

Other Than at Arm's Length)............................................................................................................................................................................

29

2.23

Transactions with Related Undertakings..........................................................................................................................................................

30

2.24

Information about Change in the Way (Method) of Determining Fair Value for Financial Instruments Measured at Fair Value .....................

31

2.25

Information about Change in Classification of Financial Assets Resulting From Change in Purpose or Utilisation of Such Assets...............

31

2.26

Financial Liabilities ...........................................................................................................................................................................................

31

2.27

Information Concerning Paid Out (or Declared) Dividend, in Total and Per Share, in Breakdown by Ordinary and Preference Shares........

39

2.28

Effects of Announcement of COVID-19 Epidemic on Group's Current Operations .........................................................................................

39

2.29

Events Occurred After 30 September 2020, Not Disclosed in These Statements, Which Could Have Had Material Bearing on Future

Financial Results of Develia Group ..................................................................................................................................................................

39

2.30

Information on Changes in Contingent Liabilities or Contingent Assets After the End of Last Accounting Year.............................................

42

2.31

Other Information Deemed by Group as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and

Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations....................................................................................

43

2.32

Revenue and Profit-Loss Attributable to Respective Operating Segments .....................................................................................................

43

3.

INTERIM CONDENSED FINANCIAL STATEMENTS OF DEVELIA S.A. ...............................................................................

46

STATEMENT OF FINANCIAL POSITION .........................................................................................................................................

46

STATEMENT OF COMPREHENSIVE INCOME ...............................................................................................................................

47

STATEMENT OF CHANGES IN EQUITY..........................................................................................................................................

49

STATEMENT OF CASH FLOWS.......................................................................................................................................................

51

OTHER INFORMATION AND NOTES ..............................................................................................................................................

52

3.1

General Information about Issuer.....................................................................................................................................................................

52

3.2

Rules Adopted for Preparing Quarterly Report ................................................................................................................................................

52

3.3

Approval of Interim Condensed Financial Statements .....................................................................................................................................

53

3.4

Information on Material Estimates and Professional Judgement .....................................................................................................................

53

3.5

Significant Accounting Principles (Policies) .....................................................................................................................................................

55

3.6

New Standards and Interpretations Published But Not Effective Yet ..............................................................................................................

56

2

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

3.7

Seasonal or Cyclical Character of Issuer's Operations....................................................................................................................................

57

3.8

Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect ...................................

57

3.9 Information about Write-Downs Resulting from Impairment Loss of Financial Assets, Property, Plant and Equipment, Intangible Assets or

Other Assets and Reversal of Such Write-Downs ...........................................................................................................................................

57

3.10

Information about Creating, Increasing, Utilising and Reversing Provisions ...................................................................................................

58

3.11

Information about Deferred Tax Liabilities and Deferred Tax Assets ..............................................................................................................

58

3.12

Information about Significant Purchase and Sale Transactions Regarding Property, Plant and Equipment ..................................................

59

3.13

Information about Significant Liabilities on Account of the Purchase of Property, Plant and Equipment ........................................................

59

3.14

Information about Significant Settlements on Account of Litigation .................................................................................................................

59

3.15

Disclosure of Correction of Errors of Previous Periods....................................................................................................................................

59

3.16

Information about Changes in Economic Situation and Conditions for Running Business Activity Which Have Considerable Impact on Fair

Value of Issuer's Financial Assets and Financial Liabilities, Regardless of Whether Such Assets and Liabilities Are Recogised at Fair Value

or at Adjusted Purchase Price (Depreciated Cost) ..........................................................................................................................................

59

3.17

Information about Failure to Repay Loan or Borrowing or Infringement of Material Provisions of Loan or Borrowing Agreement With Regard

to Which No Corrective Actions Were Taken by the End of the Reporting Period ..........................................................................................

59

3.18

Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with Related Entities (If Made on Terms

Other Than at Arm's Length)............................................................................................................................................................................

60

3.19

Transactions of Develia S.A. with Related Entities ..........................................................................................................................................

60

3.20

Information about Change in the Way (Method) of Determining Fair Value for Financial Instruments Measured at Fair Value .....................

64

3.21

Information about Change in Classification of Financial Assets Resulting From Change in Purpose or Utilisation of Such Assets...............

64

3.22

Financial Liabilities ...........................................................................................................................................................................................

64

3.23

Information Concerning Paid Out (or Declared) Dividend, in Total and Per Share, in Breakdown by Ordinary and Preference Shares........

68

3.24

Events Subsequent to 30 September 2020, Not Disclosed in These Statements, Which Could Have Material Bearing on Future Financial

Results of Issuer...............................................................................................................................................................................................

68

3.25

Information on Changes in Contingent Liabilities or Contingent Assets After the End of Last Accounting Year.............................................

68

3.26

Other Information Deemed by Issuer as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and

Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations....................................................................................

69

3.27

Revenue and Profit-Loss Attributable to Respective Operating Segments .....................................................................................................

69

4.

MANAGEMENT BOARD'S COMMENTS ON ACTIVITY OF ISSUER AND ITS GROUP ......................................................

71

4.1

Main Achievements and Failures of Develia S.A. Group .................................................................................................................................

71

4.2

Description of Factors and Events, Particularly Non-typical Ones, Which Have Significant Impact on Achieved Financial Results ..............

78

4.3 Management Board's Opinion Regarding Feasibility of Meeting Earlier Published Financial Forecasts for Given Year, in View of Results

Presented in This Quarterly Report as Compared to Forecast Results...........................................................................................................

78

4.4 Ownership Structure of Issuer's Qualifying Holding.........................................................................................................................................

78

4.5 Issuer's Shares or Rights (Options) Thereto Held by Persons Responsible for Management and Supervision of Issuer as at Date of

Release of Q3 2020 Report, Including Changes in Number of Shares or Rights Thereto Owned by Such Persons in Period Following

Sumission of Previous Quarterly Report ..........................................................................................................................................................

79

4.6 Information about Proceedings Before Courts, Relevant Arbitration Authority or Public Administration Authority..........................................

80

4.7 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with Related Entities (If Made on Terms

Other Than at Arm's Length)............................................................................................................................................................................

80

4.8 Information about Loan or Borrowing Surety or Guarantee Granted by ISSUER or Its Subsidiary Undertaking ............................................

80

4.9 Other Information Deemed by Group as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and

Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations....................................................................................

80

4.10 Factors Which in Issuer's Opinion May Affect Its Performance at Least in Perspective of Following Quarter ...............................................

80

3

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

1. SELECTED FINANCIAL DATA

Data concerning interim condensed consolidated financial statements of Develia S.A. Group

PLN'000

EUR'000

30 September 2020 31 December 2019

30 September 2020 31 December 2019

  1. Non-currentassets
  1. Current assets
  1. Non-currentassets classified as held for sale
    IV. Total assets
  1. Equity

VI.

Equity attributable to shareholders of the parent

VII.

Minority interest

VIII.

Non-current liabilities

IX.

Current liabilities

  1. Liabilities arising from non-current assets classified as held for sale

XI.

Book value of equity attributable to shareholders of the parent,

per share (PLN/EUR)

1,268,067

1,234,709

280,124

289,940

1,735,688

1,562,934

383,425

367,015

-

446,282

-

104,798

3,003,755

3,243,925

663,549

761,753

1,479,567

1,492,111

326,846

350,384

1,479,567

1,492,111

326,846

350,384

-

-

-

-

659,513

1,028,223

145,691

241,452

864,675

706,818

191,012

165,978

-

16,773

-

3,939

3.31

3.33

0.73

0.78

Period of 9

Period of 9

Period of 9

Period of 9

months ended

months ended

months ended

months ended

30 September

30 September

30 September

30 September

2020

2019

2020

2019

XII.

Sales revenue

318,461

714,182

71,693

165,757

XIII.

Gross profit on sales

116,194

274,869

26,158

63,795

XIV.

Net profit

23,037

158,566

5,186

36,802

XV.

Net profit attributable to shareholders of the parent

23,037

158,566

5,186

36,802

XVI.

Net profit attributable to minority interest

-

-

-

-

XVII.

Basic profit per share (in PLN/EUR) attributable to equity

0.05

0.35

0.01

0.08

holders of the parent

Data concerning interim condensed financial statements of Develia S.A.

PLN'000

EUR'000

30 September 2020

31 December 2019

30 September

31 December 2019

2020

XVIII.

Total assets

2,009,682

1,728,538

443,952

405,903

XIX.

Equity

1,131,070

948,279

249,861

222,679

Period of 9

Period of 9

Period of 9

Period of 9

months ended

months ended

months ended

months ended

30 September

30 September

30 September

30 September

2020

2019

2020

2019

XX.

Net profit(loss)

227,547

145,025

51,226

33,659

Selected financial data was converted to EUR acc. to the following principles:

  1. financial data concerning selected items of assets and liabilities was calculated using the average EUR/PLN exchange rate quoted by the National Bank of Poland and effective as at the balance-sheet date. As at 30 September 2020, it stood at EUR/PLN 4.5268, and at the balance-sheet date of 31 December 2019 at EUR/PLN 4.2585.
  2. financial data concerning selected items of the statement of comprehensive income for the three quarters of 2020 and the three quarters of 2019 was calculated using the EUR/PLN rate which is an arithmetic mean of average exchange rates quoted by the National Bank of Poland and effective on the last day of each month in the accounting period, i.e. EUR/PLN 4.4420 and EUR/PLN 4.3086 respectively.

4

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

2. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE DEVELIA S.A. GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note

30 September 2020

31 December 2019

Assets

A.

Non-current assets

1,268,067

1,234,709

1.

Intangible assets

376

334

2.

Property, plant and equipment

2.16

5,614

5,897

3.

Non-current receivables

8,969

8,699

4.

Land classified as fixed assets

2.12

86,866

86,603

5.

Investment property

2.11

1,126,774

1,096,679

6.

Non-current prepayments and accrued income

601

1,089

7.

Deferred tax assets

2.15

38,867

35,408

B.

Current assets

1,735,688

1,562,934

1.

Inventory

2.12

1,256,178

1,062,028

2.

Trade and other receivables

2.13

29,335

123,356

3.

Income tax receivables

5,271

8,296

4.

Current financial assets

60,203

25,815

5.

Cash and Cash Equivalents

380,484

340,890

6.

Current prepayments and accrued income

4,217

2,549

C.

Non-current assets classified as held for sale

2.11

-

446,282

Total assets

3,003,755

3,243,925

Equity and liabilities

A.

Equity

1,479,567

1,492,111

I.

Equity attributable to shareholders of the parent

1,479,567

1,492,111

1.

Share capital

447,558

447,558

2.

Other capital

1,008,972

927,171

3.

Net profit/(loss)

23,037

117,382

II.

Minority interest

-

-

B.

Non-current liabilities

659,513

1,028,223

1.

Non-current liabilities on account of loans and bonds

2.26

577,368

898,717

2.

Non-current lease liabilities

18,979

18,769

3.

Provisions

2.14

3,116

5,319

4.

Deferred tax liability

2.15

60,050

105,418

C.

Current liabilities

864,675

706,818

1.

Current liabilities on account of loans and bonds

2.26

148,531

128,727

2.

Current lease liabilities

42,813

41,512

3.

Current trade and other payables

156,534

127,117

4.

Income tax payables

48,894

39,319

5.

Provisions

2.14

9,466

8,831

6.

Accruals and deferred income

458,437

361,312

D.

Liabilities arising from non-current assets classified as held for sale

-

16,773

Total equity and liabilities

3,003,755

3,243,925

5

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

30 September 2020

31 December 2019

Book value of equity (PLN'000)

1,479,567

1,492,111

Book value of equity attributable to shareholders of the parent, per share (in PLN'000)

1,479,567

1,492,111

Number of registered shares (pcs)

447,558,311

447,558,311

Book value of equity attributable to shareholders of the parent, per share (PLN)

3.31

3.33

6

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Q3 2020

3 Quarters of

Q3 2019

3 Quarters of

2020

2019

period

period

cumulatively

cumulatively

from 01/07/2020

from 01/07/2019

from 01/01/2020

from 01/01/2019

to 30/09/2020

to 30/09/2019

to 30/09/2020

to 30/09/2019

Operating activity

Sales revenue

98,382

318,461

82,449

714,182

Revenue from sales of services

21,643

65,876

31,816

108,733

Revenue from sales of goods and products

76,739

252,585

50,633

605,449

Cost of sales

(73,753)

(202,267)

(45,955)

(439,313)

Pre-tax profit/(loss) on sales

24,629

116,194

36,494

274,869

Gain/(loss) on disposal of non-financial fixed assets

(6)

25

190

205

Profit /(loss) on investment property

10,194

(4,932)

35,439

(9,179)

Write-downs of Inventories

-

-

-

(363)

Selling and distribution cost

(3,172)

(10,040)

(3,013)

(11,859)

General administrative expenses

(4,826)

(18,991)

(7,348)

(23,916)

Other operating income

1,421

3,744

371

2,099

Other operating expenses

(1,850)

(2,820)

(1,723)

(3,694)

Operating profit/(loss)

26,390

83,180

60,410

228,162

Financial income

143

2,139

1,609

4,016

Financial expenses

(9,381)

(52,808)

(21,099)

(33,115)

Pre-tax profit/(loss)

17,152

32,511

40,920

199,063

Income tax (tax expense)

(2,932)

(9,474)

(7,781)

(40,497)

Net profit/(loss)

14,220

23,037

33,139

158,566

Other comprehensive income subject to reclassification to profit(loss) in subsequent reporting periods

Cash flow hedges

Income tax relating to other components of comprehensive income

(25)

11,327

(942)

(8,436)

5

(2,152)

507

1,759

Other comprehensive income (net)

(20)

9,175

(435)

(6,677)

Total comprehensive income

14,200

32,212

32,704

151,889

7

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Q3 2020

3 Quarters of

Q3 2019

3 Quarters of

2020

2019

period

period

cumulatively

cumulatively

from 01/07/2020

from 01/07/2019

from 01/01/2020

from 01/01/2019

to 30/09/2020

to 30/09/2019

to 30/09/2020

to 30/09/2019

Net profit/(loss) attributable to:

Equity holders of the parent

14,220

23,037

33,139

158,566

Minority interest

-

-

-

-

14,220

23,037

33,139

158,566

Comprehensive income attributable to:

Equity holders of the parent

14,200

32,212

32,704

151,889

Minority interest

-

-

-

-

14,200

32,212

32,704

151,889

Net profit/(loss) per share attributable to equity holders of the parent (in PLN) - basic

Net profit/(loss) per share attributable to equity holders of the parent (in PLN) - diluted

0.03

0.05

0.07

0.35

0.03

0.05

0.07

0.35

8

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Other capital

Total capital

Supplementary

Share capital

Net profit/(loss)

attributable to

Minority interest

Total equity

capital, reserve

Other funds

shareholders of

funds and

the parent

retained earnings

As at 01 January 2020

447,558

932,703

(5,532)

117,382

1,492,111

-

1,492,111

Net profit/(loss) for the period of 9 months ended 30 September 2020

Other comprehensive income for the period of 9 months ended 30 September 2020

-

-

-

23,037

23,037

-

23,037

-

-

9,175

-

9,175

-

9,175

Other comprehensive income for the period of 9 months

-

-

9,175

23,037

32,212

-

32,212

ended 30 September 2020

Transfer of profit for the previous period to undistributed profit

-

117,382

-

(117,382)

-

-

-

Allocated to the payment of dividend

-

(44,756)

-

-

(44,756)

-

(44,756)

As at 30 September 2020

447,558

1,005,329

3,643

23,037

1,479,567

-

1,479,567

9

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Other capital

Total capital

Supplementary

Share capital

Net profit/(loss)

attributable to

Minority interest

Total equity

capital, reserve

Other funds

shareholders of

funds and

the parent

retained earnings

As at 01 January 2019

447,558

893,164

(3,303)

160,380

1,497,799

-

1,497,799

Net profit/(loss) for 2019

-

-

-

117,382

117,382

-

117,382

Other comprehensive income for 2019

-

-

(2,229)

-

(2,229)

-

(2,229)

Total comprehensive income for 2019

-

-

(2,229)

117,382

115,153

-

115,153

Transfer of profit for the previous period to undistributed profit

-

160,380

-

(160,380)

-

-

-

Payment of dividend

-

(120,841)

-

-

(120,841)

-

(120,841)

As at 31 December 2019

447,558

932,703

(5,532)

117,382

1,492,111

-

1,492,111

Other capital

Total capital

Supplementary

Share capital

Net profit/(loss)

attributable to

Minority interest

Total equity

capital, reserve

Other funds

shareholders of

funds and

the parent

retained earnings

As at 01 January 2019

447,558

893,164

(3,303)

160,380

1,497,799

-

1,497,799

Net profit/(loss) for the period of 9 months ended 30 September 2019

Other comprehensive income for the period of 9 months ended 30 September 2019

-

-

-

158,566

158,566

-

158,566

-

-

(6,677)

-

(6,677)

-

(6,677)

Other comprehensive income for the period of 9 months

-

-

(6,677)

158,566

151,889

-

151,889

ended 30 September 2019

Transfer of profit for the previous period to undistributed profit

-

160,380

-

(160,380)

-

-

-

Allocated to the payment of dividend

-

(120,841)

-

-

(120,841)

-

(120,841)

As at 30 September 2019

447,558

932,703

(9,980)

158,566

1,528,847

-

1,528,847

10

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

CONSOLIDATED STATEMENT OF CASH FLOWS

Period of 9 months

Period of 9 months

Note

ended

ended

30 September 2020

30 September 2019

A.

Cash flows from operating activities

I.

Pre-tax profit/(loss)

32,511

199,063

II.

Total adjustments

(22,941)

(151,394)

1.

Depreciation and amortisation

1,495

1,073

2.

Foreign exchange gains/(losses)

20,331

3,481

3.

Interest and profit sharing (dividends)

26,178

33,284

4.

Profit (loss) on investing activities

-

(19,342)

5.

Profit(loss) on investment property

(1,437)

6,063

6.

Change in provisions

(6,001)

7,359

7.

Change in inventories

(193,442)

85,805

8.

Change in receivables

93,751

(4,959)

9.

Change in current liabilities except for loans and bonds

31.1

(13,753)

(19,523)

10.

Change in accruals and deferrals

95,945

(256,321)

11.

Income tax paid

(47,853)

(40,741)

12.

Other adjustments

31.2

1,845

52,427

III.

Net cash flow from operating activities (l+ll)

9,570

47,669

B.

Cash flows from investing activities

I.

Cash inflows

436,071

482,892

1.

Sale of intangible assets and property, plant and equipment

-

370

2.

Disposal of investment in property

436,071

482,522

II.

Outflows

(67,433)

(78,416)

1.

Acquisition of intangible assets and property, plant and equipment

(477)

(1,069)

2.

Investment in property

(31,968)

(77,347)

3.

Cash used on financial assets

(34,988)

-

III.

Net cash flow from investing activities (l+ll)

368,638

404,476

C.

Cash flows from financing activities

I.

Cash inflows

5,189

140,327

1.

Loans and borrowings

26.4

5,189

80,327

2.

Issue of debt securities

26.3

-

60,000

II.

Outflows

(343,803)

(437,849)

1.

Repayment of loans and borrowings

26.4

(199,246)

(234,846)

2.

Redemption of debt securities

26.3

(118,000)

(50,000)

3.

Payment of liabilities arising from finance lease agreements

(658)

(238)

4.

Interest

(25,899)

(31,924)

5.

Dividends paid to equity holders of the parent

-

(120,841)

III.

Net cash flows from financing activities (l+ll)

(338,614)

(297,522)

D.

Total net cash flows, (A.III+B.III+C.III)

39,594

154,623

E.

Change in cash flows in the Statement of Financial Position

39,594

154,623

F.

Cash and cash equivalents at the beginning of the period

340,890

467,698

G.

Cash and cash equivalents at the end of the period, including:

(F+D)

380,484

622,321

- restricted cash

20

20

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OTHER INFORMATION AND NOTES

2.1 General information about the Develia S.A. Group

The Develia S.A. Group ("the Group", "the Develia Group") comprises Develia S.A. (formerly known as LC Corp S.A.) and its subsidiaries. The composition of the Group is presented in item 2.2.

Develia S.A. (the "Parent Undertaking", the "Company", "Issuer" formerly known as LC Corp S.A.) was established by the Notarial Deed dated 3 March 2006. The Company's registered office is situated in Wrocław, Poland, at ul. Powstańców Śląskich 2-4. The Parent Undertaking has been entered into the register of entrepreneurs of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, the 4th Commercial Division of the National Court Register, under KRS No. 0000253077.

The Company has been assigned statistical identification number REGON 020246398.

The Parent Undertaking and the Group's subsidiaries were established for an indefinite period. The Parent Undertaking's primary activity is:

  • PKD 6420Z Activities of financial holding companies
  • PKD 6820Z Rental and management of own or leased real estate
  • PKD 4110Z Completion of construction projects related to putting up buildings
  • PKD 6810Z Buying and selling of own real estate
  • PKD 4120Z Construction works related to the completion of residential and non-residential buildings

There is no parent undertaking of Develia S.A. as at the date hereof nor was there any such entity throughout the period covered by these financial statements.

Interim Condensed Consolidated Financial Statements of the Develia Group cover the period of 9 months ended 30 September 2020. The detailed description of the component parts of the consolidated financial statements is included in item 2.6.

2.2 Composition of Group

As at 30 September 2020 and 31 December 2019, the Develia S.A. Group comprised the following subsidiaries of Develia S.A.:

Effective share of Develia S.A.

Company name

Registered

30 September 2020

31 December 2019

office

Share in Capital

Share in Capital

Arkady Wrocławskie S.A.

Wrocław

100%

100%

Sky Tower S.A.

Wrocław

100%

100%

Warszawa Przyokopowa Sp. z o.o.

Wrocław

100%

100%

Kraków Zielony Złocień Sp. z o.o.

Wrocław

100% (directly and indirectly)

100% (directly and indirectly)

LC Corp Invest I Sp. z o.o.

Wrocław

100% (directly and indirectly)

100% (directly and indirectly)

LC Corp Invest II Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest III Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest VII Sp. z o.o.

Wrocław

100%

100%

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LC Corp Invest VIII Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest IX Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest X Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XI Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XII Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XV Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XVI Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XVII Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XIX Sp. z o.o. in liquidation

Wrocław

-

100%

LC Corp Invest XXI Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XXII Sp. z o.o. in liquidation

Wrocław

100%

100%

LC Corp Invest XXIII Sp. z o.o. in liquidation

Wrocław

-

100%

LC Corp Invest XXIV Sp. z o.o.

Wrocław

100%

100%

LC Corp Invest XV Sp. z o.o. Projekt 2 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 4 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 6 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 7 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 8 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 9 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 10 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XV Sp. z o.o. Projekt 11 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k.

Wrocław

100% (directly and indirectly)

100% (directly and indirectly)

LC Corp Invest XVII Sp. z o.o. Projekt 21 Sp. k.

Wrocław

100% (indirectly)

100% (indirectly)

LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k.

Wrocław

100% (directly and indirectly)

100% (directly and indirectly)

LC Corp Invest XV Sp. z o.o. Investments S.K.A.

Wrocław

100% (directly and indirectly)

100% (directly and indirectly)

Develia Invest Sp. z o.o.

Wrocław

100%

100%

LC Corp Service S.A.

Wrocław

100% (directly and indirectly)

100% (directly and indirectly)

As at 30 September 2020 and as at 31 December 2019, the share in the total vote held by the Parent Undertaking in its subsidiaries was equal to the share of the Parent Undertaking in the capitals of these entities.

2.3 Changes in Structure of Group

Acquisition and Sale of Subsidiaries

Apart from intra-Group transactions, no other transaction consisting in the acquisition or sale of business units was completed by the companies belonging to the Group in the period of 9 months ended 30 September 2020.

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Newly Established Entities and Changes within Group:

The following changes occurred in the Group in the period of 9 months ended 30 September 2020:

  1. On 13 June 2019, a resolution on initiating the liquidation of LC Corp Invest XXIII Sp. z o.o. was carried, and on 29 March 2020, resolution on the completion of liquidation was adopted. Consequently, the company was removed from the National Court Register (KRS) on 13 May 2020.
  2. On 13 June 2019, a resolution on initiating the liquidation of LC Corp Invest XIX Sp. z o.o. was carried, and on 29 March 2020, resolution on the completion of liquidation was adopted. Consequently, the company was removed from the National Court Register (KRS) on 14 July 2020.
  3. On 11 May 2020, a resolution on initiating the liquidation of LC Corp Invest XXII Sp. z o.o. was carried.
  4. On 30 June 2020, LC Corp Service S.A. acquired from Kraków Zielony Złocień Sp. z o.o. all the rights and obligations of the limited partner in LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k.
  5. On 31 August 2020, the Ordinary General Meeting of Develia S.A. adopted a resolution on the merger pursuant to Article 492(1)(1) of the Commercial Partnerships and Companies Code between Develia S.A. and LC Corp Invest
    XXI Sp. z o.o., based in Wrocław ("the Acquired Company 1") and LC Corp Invest XXIV Sp. z o.o., based in Wrocław, ("the Acquired Company 2") through the transfer to the Acquiring Company - as the sole shareholder in the Acquired Company 1 and 2 - of the entire assets of both Acquired Companies (merger through take-over). Relevant resolutions were carried on the same day by the Acquired Company 1 and the Acquired Company 2. The merger was registered on 1 October 2020 by the District Court for Wrocław-Fabryczna in Wrocław, the 6th
    Commercial Division of the National Court Register .
  6. On 28 October 2020, the General Meeting of LC Corp Service S.A. and shareholders of LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k. passed resolutions on the merger pursuant to Article 492(1) of the Commercial Partnerships and Companies Code between LC Corp Service S.A., the acquiring company, and LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k., the acquired company, through the transfer of the entire assets of the acquired company to the acquiring company. As a result of the merger, the share capital of the acquiring company was increased from PLN 630,000.00 to PLN 631,053.00 solely in order to provide shares to the limited partner of the acquired company (LC Corp Invest XV Sp. z o.o.).

Apart from the aforementioned events, no other significant changes in the composition of the Group took place in the period from 01 January 2020 to 30 September 2020.

2.4 Composition of Management Board of Parent Undertaking

As at 01 January 2020, the Management Board of Develia S.A. was composed of the following persons:

  • Acting President of Management Board - Michał Hulbój
  • Member of Management Board - Mirosław Kujawski
  • Member of Management Board - Tomasz Wróbel
  • Member of Management Board, CFO - Paweł Ruszczak

On 26 February 2020, the Company's Supervisory Board, acting pursuant to Article 383(1) of the Commercial Partnerships and Companies Code, adopted a resolution under which the term of Mr Michał Hulbój's delegation to act as the President of the Management Board was extended for a period from 29 February 2020 to 29 May 2020.

On 14 May 2020, the Supervisory Board of the Company adopted a resolution under which Management Board President's duties would be entrusted for a temporary period to Mr Paweł Ruszczak, previously serving as Member of Management Board and CFO. He took the new role as of 30 May 2020, acting in his new capacity until the appointment of the President of Management Board.

As at 30 September 2020, the Management Board of Develia S.A. was composed of the following persons:

  • Acting President of Management Board - Paweł Ruszczak
  • Member of Management Board - Mirosław Kujawski
  • Member of Management Board - Tomasz Wróbel

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2.5 Approval of Interim Condensed Consolidated Financial Statements

These Interim Condensed Consolidated Financial Statements of the Group concerning the period of 9 months ended 30 September 2020 was approved by the Management Board on 16 November 2020.

2.6 Rules Adopted for Preparing Quarterly Report

These Interim Condensed Consolidated Financial Statements of the Develia Group are comprised of:

  • Consolidated Statement of Financial Position as at 30 September 2020 and comparable financial data as at 31 December 2019;
  • Consolidated Statement of Comprehensive Income for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
  • Consolidated Statement of Cash Flows for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
  • Consolidated Statement of Changes in Equity as at 30 September 2020 and comparable data as at 30 September 2019 and as at 31 December 2019;
  • Notes to the Consolidated Financial Statements.

Notes to financial statements and other information defined in Section 66 of the Regulation of the Minister of Finance dated 29 March 2018 on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent, representing an element of this Consolidated Quarterly Report Q3 2020, are included in section 4.

These Interim Condensed Consolidated Financial Statements of the Develia Group and the separate condensed financial statements of Develia S.A. were prepared in accordance with the International Financial Reporting Standards ("IFRS") adopted by the EU, in particular with the International Accounting Standard No. 34.

As at the date of the approval of these financial statements for publication, on account of the ongoing process of introducing IFRS in the EU and the business activity conducted by the Group, the International Financial Reporting Standards, in terms of accounting principles adopted by the Group, vary from IFRS already approved by the EU.

IFRS comprise standards and interpretations accepted by the International Accounting Standard Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").

These Interim Condensed Consolidated Financial Statements were prepared using the historical cost method, except for investment property which is measured at fair value.

The Interim Condensed Consolidated Financial Statements are presented in thousand Polish Zlotys ("PLN"), and all values included in the tables and descriptions, if not indicated otherwise, are given in PLN'000.

The Interim Condensed Consolidated Financial Statements were prepared on the assumption that the Group companies would continue as a going concern in the foreseeable future. As at the day of the approval of these Financial Statements, no circumstances were identified implying any threats to the continuation of the Group companies' business activity.

The Interim Condensed Consolidated Financial Statements do not contain all information and disclosures required for annual consolidated financial statements and they must be read together with the Group's consolidated financial statements for the year ended 31 December 2019, which was published on 12 March 2020.

Information on the accounting principles adopted by the Group was presented in the annual consolidated financial statements of the Develia Group for the year ended 31 December 2019, published on 12 March 2020.

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2.7 Information on Material Estimates and Professional Judgement

The Management Board of the Parent Undertaking used their best knowledge of the applied standards and interpretations, and also the methods and principles of the valuation of particular items of the enclosed condensed consolidated financial statements. Preparing the financial statements in accordance with IFRS required the Company's Management Board to make some estimates and assumptions, which are reflected herein. The actual results may vary from these estimates. The financial data for the period of 9 months ended 30 September 2020 presented herein was not subject to auditor's examination.

Professional Judgement

In the process of applying the accounting principles (policies) to the issues specified hereinbelow, the professional judgement of the management was, apart from the accounting estimates, of the greatest importance.

Determination of Moment When, Upon Sale of Residential and Retail Premises, Risk Is Transferred to Client

The moment of transferring the control to the client determines when revenues from the sales of residential and retail premises can be recognised.

Upon the sale of residential and retail premises, the control is transferred to the client when each and every of the following conditions are fulfilled:

  1. obtaining the occupancy permit for the buildings;
  2. payment of 100% of the value of the premises, based on the developer agreement or preliminary agreement;
  3. acceptance of the premises by the client, evidenced by the delivery and acceptance protocol;
  4. signing of the developer agreement or notarial deed transferring the title.

In the case of the financing of part of the price by the state in accordance with the Act of 27 September 2013 on State Aid in the Purchase of the First Flat by Young People (MDM), the conditions set out in item (ii) are also met when a bank financing the client confirms the reservation of funds (the last instalment of the payment) for this purpose and when the developer agreement contains the relevant provision.

Land Classified As Fixed Assets

As at 30 September 2020, Land Classified as Fixed Assets concerned the land located in Malin, Wisznia Mała municipality in the Lower Silesian Voivodeship.

In view of the entry into force on 30 April 2016 of the provisions amending the Act of 11 April 2003 on the Shaping of the Agricultural System (Journal of Laws of 2012, item 803, of 2016, item 585, 1159) and the introduced restrictions on acquisition of agricultural property, an analysis was made to check the impact of the provisions of this act on the restrictions on the possibility of implementation of investment opportunities on the above-mentioned land.

This regulation introduced restrictions on the acquisition of agricultural real property with an area of more than 0.3 ha and not covered by the current spatial development plan in such a manner that the buyer of agricultural real property of at least 1 ha may be in principle only an individual farmer - a natural person, while other entities may acquire agricultural property only with the agreement of the President of the Agricultural Property Agency and in the cases provided by regulations. The restrictions imposed by the act apply also to shares and stocks in companies which own agricultural property, where the Agricultural Property Agency which is the owner of the agricultural property has the right of pre-emption of shares and stocks in these companies.

The introduced restrictions have an impact on the shaping of demand and supply on the agricultural land market by changing the profile of market participants and new legal terms of the sale of agricultural property, which results in a smaller number of agricultural real property sold after 30 April 2016.

The Group is the owner of land with the total area of 169 ha, located in Malin, Wisznia Mała municipality in the Lower Silesian Voivodeship, and currently there is no spatial development plan for this property, therefore in accordance with

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Article 2(1) of the above-mentioned Act, it is "agricultural property" and is subject to the above restrictions on the possibility of trade in this property.

Due to the acquisition of land by the Group with a view to implement a development project and the designation in the Study of land use conditions and directions of Wisznia Mała municipality of this property for residential areas, the Group, as at 30 September 2020, disclosed the property in the item Land qualified as non-current assets for development projects during a period of over 2 years, in the valuation by an independent valuer drawn up before the date of entry into force of the above-mentioned Act, used also as at 31 December 2019, since despite the restrictions introduced by the Act, the Group believes that there is still a possibility to use this land in a manner consistent with its intention and the Group does not intend to dispose of this property.

Classification of Lease Agreements

The Group classifies lease according to IFRS 16.

Uncertainty of Estimates

The basic assumptions concerning the future have been discussed below as well as other key reasons for doubts occurring as at the balance sheet date and entailing a significant risk of the considerable adjustment of the book value of assets and liabilities in the following financial year.

Deferred Tax Asset

The Group recognises a deferred tax asset based on the assumption that a tax profit enabling its utilisation should be obtained in the future. Worse tax results obtained in the future could have the effect that this assumption might become groundless. Deferred income tax is presented in Note 2.15.

Fair Value of Investment Property

At the end of each quarter of an accounting year, the Group independently measures the fair value of its investment properties in EUR based on the model of investment capitalisation or maintains the valuation in EUR carried out by an independent valuer at the end of the preceding year (provided there were no significant indications to revaluation). At the end of each accounting year, the fair value of investment property is established or verified by an independent valuer. As at 30 September 2020, investment property is measured on the basis of valuations of valuers. Investment property and Non-current assets classified as held for sale are presented in Note 2.11.

Fair Value of Financial Instruments in the Form of Forward Contracts

The fair value of financial instruments in the form of forward contracts, measured at fair value through profit or loss, is determined on the last day of each quarter in a given accounting year and at the end of each accounting year on the basis of the valuation made by an institution which professionally measures such financial transactions (among others by the Bank) or on the basis of a financial model.

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Fair value of IRS and CAP financial instruments

The fair value of IRS and CAP financial instruments, covered by the cash flow hedge accounting, is determined on the last day of each quarter in a given accounting year and at the end of each accounting year on the basis of the valuation made by an institution which professionally measures such financial transactions (such as the bank).

Write-downs of Inventories

At the end of each reporting period, the Management Board verifies if there is any evidence pointing to the loss of value of its property development projects under implementation on the basis of sales reports, market research and other available evidence. Should the risk of the loss of value occur, the value of such projects is estimated employing the DCF method, which is used to establish the write-down of inventories. The DCF method is based on discounted cash flows generated within the approved investment schedules and proceeds from the sale of premises, allowing for the sale price of 1 square metre of usable floor area of flats in accordance with the current market situation. The discount rate takes account of the weighted average cost of external and own capital (WACC).

The write-downs of inventories are estimated as at 30 September 2020 and may be subject to change depending on the fluctuation of market prices of land, selling prices of flats, construction costs, project completion schedules and discount rate calculations in the future. The actual results may vary from these estimates, which were calculated on the grounds of the data available as at the reporting date. It is also related to the uncertainty regarding the proper estimation of the market conditions in the following years. Consequently, valuation allowances may change in the following financial periods. Inventories and write-down of inventories are presented in Note 2.12.

Uncertainty Associated with Tax Settlements

The regulations concerning the tax on goods and services, corporate tax and burdens associated with social insurance are subject to frequent changes. These frequent changes make no appropriate reference points, inconsistent interpretations and few established precedents that might be applicable. The binding regulations also contain uncertainties, resulting in different opinions regarding the legal interpretation of tax regulations, both among public authorities and between public authorities and companies.

Tax settlements and other areas of activity (for example customs and foreign currency issues) may be subject to inspection by bodies authorised to impose high penalties and fines, and any additional tax liabilities arising from the inspection must be paid together with high interest. Having considered these conditions, the tax risk in Poland is greater than in countries with a more mature tax system.

Consequently, amounts presented and disclosed in financial statements may change in the future as a result of a final decision of a tax audit authority.

On 15 July 2016, changes were made to the Tax Ordinance Act in order to take account of the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is to prevent the creation and use of artificial legal structures created in order to avoid the payment of tax in Poland. GAAR defines the avoidance of taxation as an action made above all in order to achieve a tax advantage, contrary - under given circumstances - to the object and purpose of the provisions of the tax act. In accordance with GAAR, such an action does not result in the tax advantage, if the operation was artificial. Any occurrence of (i) unjustified separation of operations, (ii) involvement of intermediary entities despite the lack of economic justification, (iii) elements that null or compensate each other and (iv) other actions having a similar effect to the previously mentioned, may be treated as a premise of artificial operations subject to GAAR. New regulations will require a much greater degree of professional judgement in assessing the tax consequences of individual transactions.

The GAAR clause should be applied to transactions made after its entry into force and transactions that had been carried out before the entry into force of the GAAR clause, but for which benefits were or are still being gained after the date of entry of this clause into force. The implementation of these provisions will enable Polish tax audit authorities to question the legal arrangements and agreements carried out by taxable persons, such as the restructuring and reorganisation of a group, provided, however, that such arrangements and agreements are related to the above clause.

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The Group recognises and measures the assets or liabilities in respect of current and deferred income tax in compliance with the requirements of IAS 12, Income Tax on the basis of the tax profit (loss), tax base, unrelieved tax losses, unused tax exemptions and tax rates, taking into account the uncertainty associated with tax settlements.

The table below presents balance sheet figures of the above items as at 30 September 2020 and as at 31 December 2019:

30 September 2020

31 December 2019

Deferred tax asset

38,867

35,408

Investment property measured at fair value

1,089,520

1,062,693

Non-current assets classified as held for sale and measured at fair value

-

446,282

Fair Value of Financial Instruments in the Form of Forward Contracts

(418)

239

Fair value of IRS and CAP financial instruments

(1,101)

(12,411)

Deferred tax liability

(60,050)

(105,418)

Write-down of land classified as fixed assets

(3,263)

(3,263)

Write-down of inventories

(121,271)

(124,934)

2.8 Significant Accounting Principles (Policies)

The accounting principles (policies) applied to the preparation of these consolidated financial statements are consistent with those adopted to draw up the Group's consolidated financial statements for the year ended 31 December 2019, save for the following principles. The below changes to IFRS have been applied to these consolidated financial statements as of the date of their entry into force:

  • Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" - Definition of Materiality - approved in the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020);
  • Amendments to IFRS 3, "Business Combinations" - Definition of a Business - approved in the EU on 21 April 2020 (applicable to combinations for which the acquisition date is at the beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of the aforesaid period);
  • Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and
    Measurement" and IFRS 7 "Financial Instruments: Disclosures" - Interest Rate Benchmark Reform - approved in the EU on 15 January 2020 (applicable to annual periods beginning on or after 1 January 2020);
  • Amendments to References to the Conceptual Framework in IFRS - approved in the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020).

The adoption of the standards and amendments to existing standards, as mentioned above, did not exert any considerable impact on the financial statements of the Group.

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2.9 New Standards and Interpretations Published But Not Effective Yet

New standards and amendments to the existing standards which have been already issued by the IFRIC and approved by the EU, but are not in force yet:

As at the date of the approval of these Financial Statements, the European Union did not adopt any amendment to the existing standards / new standards or interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), which enter into force on a later date.

New standards and amendments to the existing standards which have been already issued by the IFRIC, but which have not been approved for application within the EU yet

Currently, IFRS in the form approved by the EU do not differ significantly from regulations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), except for the following new standards and amendments to standards which as at the date of the publication of these statements were not approved for application within the EU (the below entry into force dates relate to the full version of standards):

  • IFRS 14 "Regulatory Deferral Accounts" (applicable to annual periods beginning on or after 1 January 2016) - the European Commission decided not to initiate the process of approving this temporary standard for application within the EU before the release of the final version of IFRS 14;
  • IFRS 17 "Insurance Contracts", with further amendments to IFRS 17, (applicable to annual periods beginning on or after 01 January 2023);
  • Amendments to IAS 1 "Presentation of Financial Statements" - Classification of Liabilities as Current or Non- current (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IAS 16 "Property, Plant and Equipment" - Proceeds Before Intended Use (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" - Onerous Contracts - Cost of Fulfilling a Contract (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IFRS 3 "Business Combinations" - Amendments to References to the Conceptual Framework including amendments to IFRS 3 (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IFRS 4 "Insurance Contracts" - the Extension of the Temporary Exemption from Applying IFRS 9 (the expiry date for the temporary exemption from IFRS 9 was extended to annual periods beginning on or after 1 January 2023);
  • Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures" - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and subsequent amendments (the date of entry into force of the amendments was postponed until research works on the equity method have been completed);
  • Amendments to IFRS 16 "Lease"- Covid-19-Related Rent Concessions (applicable to annual periods beginning on or after 1 June 2020. Early application is permitted also for financial statements which have not been approved yet for publication on 28 May 2020. This amendment applies also to interim reports).
  • Amendments to miscellaneous standards "Improvements to IFRS (the 2018-2020 cycle)" - amendments made as part of the IFRS Annual Improvement Process (IFRS 1, IFRS 9, IFRS 16 and IAS 41) are designed mainly to deal with non-conformitiesand ensure the consistency of terminology (amendments to IFRS 1, IFRS 9 and IAS 41 are applicable to annual periods beginning on or after 1 January 2022. Amendments to IFRS 16 concern only an illustrative example, hence no entry into force date has been set).

The Group is in the process of verification of the impact of the above-mentioned standards on its financial situation, performance and the scope of information presented in financial statements.

According to the Group's estimates, the above-mentioned new standards and amendments to existing standards would not have had major impact on the financial statements if they had been applied by the Group at the balance-sheet date.

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Apart from regulations approved by the EU, there is also hedge accounting for a portfolio of assets and liabilities, the principles of which have not been approved for application within the EU yet.

According to the Group's estimates, the application of hedge accounting for a portfolio of assets or financial liabilities under IAS 39, "Financial Instruments: Recognition and Measurement" would not have any significant impact on the financial statements, if the standard in question had been approved for application as at the balance-sheet ate.

2.10 Seasonal or Cyclical Character of Develia S.A. Group's Operations

The operations of the Develia S.A. Group are not seasonal by nature. They are related to the investment cycles of the implemented property development projects, which is particularly noticeable in the recognition of the proceeds from the sale of residential and retail premises. In accordance with IFRS 15, such proceeds can only be recognised when practically all risks and benefits related to given premises have been transferred to the client and the revenue can be measured in a reliable manner. Consequently, the sales results in a given period depend on the value of the premises transferred to the clients in accordance with the above definition.

2.11 Investment Real Property and Non-Current Assets Classified as Held for Sale

Investment property

As at 30 September 2020, the Group's investment property includes:

  • retail and office centres: Arkady Wrocławskie and Sky Tower in Wrocław,
  • office buildings: Wola Retro in Warsaw
  • office buildings under preparation: Wrocław, ul. Kolejowa

Value adjustment

for right of

30 September 2020

Value EUR

Value PLN

perpetual usufruct

TOTAL

to land acc. to

IFRS 16

Investment property already constructed

Arkady Wrocławskie

48,060

217,558

12,038

229,596

Sky Tower

115,670

523,615

-

523,615

Wola Retro

73,550

332,946

3,363

336,309

Investment property in preparation

-

Wrocław, Kolejowa

n/a

32,366

4,888

37,254

1,126,774

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Value adjustment

for right of

31 December 2019

Value EUR

Value PLN

perpetual usufruct

TOTAL

to land acc. to

IFRS 16

Investment property already constructed

Arkady Wrocławskie

54,000

229,959

11,835

241,794

Sky Tower

120,970

515,151

-

515,151

Wola Retro

71,020

302,439

3,309

305,748

Investment property under construction

Wrocław, Kolejowa

n/a

29,098

4,888

33,986

1,096,679

As at 30 September 2020, the fair values of investment properties: Arkady Wrocławskie and Sky Tower were established on the basis of valuation made by professional real estate valuers.

As at 30 September 2020, the fair value measurement of Wola Retro in Warsaw was made on the basis of an appraisal made by a professional real estate valuer and included expenditures incurred, increasing thus the property value as at the valuation date, compared to the value as at the balance-sheet date.

Market values of the property in question have been estimated in the income approach, using the investment method and the judgement at the Level Three, as defined in IFRS 13. Input data considered for the valuation included, among other things, investment plans, information relating to planned development including plans, descriptions and budgets, as well as environmental surveys. The income approach and the investment method are based on the assumption that the value of a property depends on the rental income that can be obtained from the property and the capitalisation rate. Income from the property is due to rental agreements and in the case of free surface with the use of market rental rates. The rate of return, known as capitalisation rate, is determined on the basis of the analysis of similar transactions on the market in a given financial year.

Valuation is expressed in the currency of the invoiced rents, i.e. in EUR and converted into PLN at the average NBP exchange rate at the date of the end of the accounting period.

The reconciliation of changes to the balance-sheet values of investment property in the period ended 30 September

2020 and the year 31 December 2019 is presented in the table below:

Period of 9

months ended

Year ended 31

30 September

December 2019

2020

At the beginning of the reporting period

1,096,679

1,929,475

Recognition and Settlement of Right of perpetual usufruct according to IFRS 16

255

36,882

Acquisition of land for the construction of investment property

-

26,028

Capital expenditure incurred

30,533

97,862

Reclassification of non-current assets classified as held for sale 1)

-

(949,318)

Revaluation of property fair value (EUR/PLN conversion)

65,316

(2,005)

Revaluation of property fair value (inter alia: due to changes in the EUR valuation of property,

(66,009)

(42,245)

finishing works and selling costs)

At the end of the reporting period

1,126,774

1,096,679

  1. The reclassification results from the conclusion of a sales and purchase agreement for two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, as well as the conclusion of the Preliminary Sales and Purchase Agreement for Wola Center in Warsaw.

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Non-current assets classified as held for sale

As at 30 September 2020, there are no non-current assets classified as held for sale.

As at 31 December 2019, the Group's Non-current assets classified as held for sale included:

  • Wola Center office building in Warsaw

Value

adjustment for

31 December 2019

Value EUR

Value PLN

right of

Costs of real

TOTAL

perpetual

estate sale

usufruct to land

acc. to IFRS 16

Non-current assets classified as held for sale

Wola Center

101,900

433,941

16,773

(4,432)

446,282

446,282

The reconciliation of changes to the balance-sheet values of Non-current Assets Classified As Held For Sale in the period ended 30 September 2020 and the year 31 December 2019 is presented in the table below:

Period of 9

months ended

Year ended 31

30 September

December 2019

2020

At the beginning of the reporting period

446,282

-

Recognition and Settlement of Right of perpetual usufruct according to IFRS 16

-

1,100

Capital expenditure incurred

-

(3,006)

Reclassification from investment real property 1)

-

949,318

Reclassification to inventory

(973)

-

Disposal of real property 2)

(447,439)

(482,522)

Revaluation of property fair value (EUR/PLN conversion)

2,130

(16,051)

Revaluation of property fair value (inter alia: due to changes in the EUR valuation of property,

-

(2,557)

finishing works and selling costs)

At the end of the reporting period

-

446,282

  1. The reclassification results from the conclusion of a sales and purchase agreement for two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, as well as the conclusion of the Preliminary Sales and Purchase Agreement for Wola Center in Warsaw.
  2. In 2020, the sale of the "Wola Center" real property in Warsaw, in 2019, the sale of "Silesia Star" in Katowice and "Retro Office House" in Wrocław

Disposal of "Wola Center" Real Property in Warsaw

On 24 September 2019, a subsidiary wholly owned by the Company: Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością ("WP"), acting as the seller, and a company controlled by Hines European Value Fund SCSp, based in Luxembourg, i.e. Gisla Spółka z ograniczoną odpowiedzialnością, acting as the purchaser (currently: Wola Center sp. z o.o.), entered into a Preliminary Sales and Purchase Agreement (PSPA) under a transaction concluded between companies and concerning the sale of the perpetual usufruct right to parcels of land located at 33 Przyokopowa Street in Warsaw, including the right of ownership to an office building erected on the said land, known as the "Wola Center" building, along with tangible and intangible assets related to the said real property, which are owned by WP and covered by the PSPA.

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Entering into a final sales and purchase agreement was conditional upon the satisfaction of, among other things, the following conditions precedent:

  1. Concurrent tax interpretations supporting a position adopted by the Parties being issued, and
  2. All necessary approvals for the Transaction being obtained by the Parties, and
  3. A letter - issued by the lending bank - relating to the repayment of loans taken out by WP for the construction of the building in question, and
  4. The purchaser being given a loan decision for the partial financing of the transaction, and
  5. The seller's title to the real property designated for disposal could not be changed adversely, and
  6. Surety being granted by the Company to the purchaser.

The total price of the transaction was agreed by the Parties at EUR 101,900,000 (plus an applicable amount of VAT and transaction costs).

Furthermore, in accordance with the arrangements between the Parties, the Company represented to the purchaser that it stood surety for the seller and debtor, giving a guarantee that:

  1. The seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa, acting as the seller, arising from agreements covering the subject-matter of the transaction, and
  2. The Company would incur debts of WP arising from obligations and liabilities of WP under the final sales and purchase agreement, if the seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,
  3. The contractual penalty would be paid, should the purchaser withdraw from the agreement due to reasons attributable to the seller

On 29 January 2020, in pursuance of the preliminary agreement of 24 September 2019, an Issuer's subsidiary - Warszawa Przyokopowa sp. z o.o. entered into a final sales and purchase agreement with an entity which was not related to the Issuer, concerning the sale of the perpetual usufruct right to parcels of land located at 33 Przyokopowa Street in Warsaw, including the right of ownership to an office building erected on the said land, known as the "Wola Center" building, along with tangible and intangible assets related to the said real property for a price of EUR 101,900,000 (plus an applicable rate of VAT and transaction costs). The transaction price received was designated for the full repayment of a bank loan of EUR 45,246,208.46, taken out under an agreement concluded by Company with BNP Paribas Bank Polska S.A., with its registered office in Warsaw, for the purpose of the construction of the "Wola Center" building. The entire security provided in connection with the loan agreement and agreements hedging against foreign exchange risk and interest rate risk (hedging agreements) expired upon the said repayment.

The aforesaid property constituted assets classified under the "Rental services" segment in the consolidated financial statements of the Develia S.A. Group.

Profit /(loss) on investment property

The following table shows Profit /(Loss) on investment property disclosed in the Consolidated Statement of Comprehensive Income:

Period of 9 months

Period of 9 months

ended

ended

30 September 2020

30 September 2019

Revenue from sales of real estate

436,071

-

Value of real estate sold

(436,071)

-

Changes in real estate value in EUR within the period

(50,198)

-

Change in real estate valuation in respect of altered EUR to PLN exchange rate within the period

67,446

19,263

Change in real estate valuation in respect of expenditures incurred within the period

(15,811)

(25,326)

Costs of sales transaction (net of costs relating to the repayment of financial liabilities)

-

-

Costs of sales transaction (costs relating to the repayment of financial liabilities)

-

-

Adjustment for linearisation of revenues from rental

(6,369)

(3,116)

Other

-

-

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CONSOLIDATED QUARTERLY REPORT

Total

(4,932)

(9,179)

The below table presents details relating to Profit /(Loss) on Investment Property in the period of 9 months ended 30 September 2020:

Period of 9 months ended

Arkady

Wola

Sky Tower

Wola Retro

TOTAL

30 September 2020

Wrocławskie

Center

Revenue from sales of real estate

-

436,071

-

-

436,071

Value of real estate sold

-

(436,071)

-

-

(436,071)

Changes in real estate value in EUR within the period

(26,528)

-

(23,670)

-

(50,198)

Change in real estate valuation in respect of altered EUR to PLN

14,127

2,130

32,134

19,055

67,446

exchange rate within the period

Change in real estate valuation in respect of expenditures incurred

(881)

-

(14,930)

-

(15,811)

within the period

Costs of sales transaction (net of costs relating to the repayment of

-

-

-

-

-

financial liabilities)

Costs of sales transaction (costs relating to the repayment of

-

-

-

-

-

financial liabilities)

Adjustment for linearisation of revenues from rental

(1,236)

-

(770)

(4,363)

(6,369)

Total

(14,518)

2,130

(7,236)

14,692

(4,932)

2.12 Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect

Land Classified As Fixed Assets

As at 30 September 2020, this item includes land of PLN 86,866,000 (as at 31 December 2019 of PLN 86,603,000), which is intended for development during a period of over 2 years. The write-down as at 30 September 2020 and 31 December 2019 did not change and was PLN 3,263,000.

In view of the entry into force on 30 April 2016 of the provisions amending the Act of 11 April 2003 on the Shaping of the Agricultural System (Journal of Laws of 2012, item 803, of 2016, item 585, 1159) and introduced restrictions on acquisition of agricultural property, an analysis was made to check the impact of the provisions of this act on the restrictions on the possibility of implementation of investment opportunities on the land owned (see Note 2.7).

Due to the acquisition of land by the Group with a view to implementing a development investment and allocation in the Study of land use conditions and directions of Wisznia Mała municipality of this property to residential areas, as at 30 September 2020 the Group discloses the property in the item Land qualified as non-current assets for development during a period of over 2 years, in the valuation by an independent valuer drawn up before the date of entry into force of the above-mentioned act, since despite the restrictions introduced by the Act (which in practice prevent the disposal of this property), there were no other considerations that might affect the current measurement and there is still a possibility to use this land in a manner consistent with the intention of the Group and the Group does not intend to dispose of this property.

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CONSOLIDATED QUARTERLY REPORT

Inventory

30 September 2020

31 December 2019

Work in progress

1,249,771

1,050,545

Finished products

96,143

105,395

Value adjustment for right of perpetual usufruct to land according to IFRS 16

31,535

31,022

Write-downs of Inventories

(121,271)

(124,934)

Total inventories

1,256,178

1,062,028

As at 30 September 2020, Borrowing costs of PLN 51,916,000 (as at 31 December 2019 they amounted to PLN 47,767,000) were capitalised in the value of Inventory.

Changes in the write-downs of inventories were as follows:

At the beginning of the reporting period

Increase

Used

Decrease

At the end of the reporting period

Period of 9 months

Year ended 31

ended

December 2019

30 September 2020

124,934

129,838

-

394

(3,663)

(5,298)

-

-

121,271

124,934

As at 30 September 2020 and 31 December 2019, no item of inventory was pledged or mortgaged, except for the mortgage mentioned in Section 2.26.5.

2.13 Information about Impairment Losses in Respect of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets and Reversal of Such Losses

During the period of 9 months ended 30 September 2020, there were no significant changes in the impairment write- downs on financial assets, property, plant and equipment, intangible assets, land classified as fixed assets and other assets, except for write-downs on trade receivables, presented in the table below:

Period of 9 months

Year ended 31

ended

December 2019

30 September 2020

At the beginning of the period

10,459

9,419

Increase

2,490

4,735

Used

(623)

(3,150)

Decrease

(888)

(545)

At the end of the period

11,438

10,459

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2.14 Information about Creating, Increasing, Utilising and Reversing Provisions

The amounts of provisions and the reconciliation presenting the changes in their position during the reporting period are shown in the table below:

Retirement and

Provision for

disability

Disputes and

disposal of

benefits and

Other

Total

litigation

investment

bereavement

property

payment

As at 01 January 2020

22

3,274

10,805

49

14,150

Created

-

183

-

70

253

Reclassification

-

-

4,432

-

4,432

Used

-

-

(6,252)

(1)

(6,253)

Reversed

-

-

-

-

-

As at 30 September 2020, including:

22

3,457

8,985

118

12,582

- non-current

22

-

3,094

-

3,116

- current

-

3,457

5,891

118

9,466

2.15 Information about Deferred Tax Liabilities and Deferred Tax Assets

Deferred income tax arises from the following items:

Statement of financial position

Deferred income tax expense for the

period ended

30 September

31 December

01 January 2019

30 September

31 December 2019

2020

2019

2020

Deferred tax liability

Accrued interest and discounts on borrowings, bonds, notes and deposits

Valuation of investment property

Difference in the value of tangible assets (tax and balance-sheet depreciation)

Difference in the value of other assets (tax value and book value)

Other

Gross deferred tax liability

Deferred tax assets

Valuation of investment property

Provisions and prepayments and accrued income

Accrued interest and discounts on borrowings, bonds and notes

Foreign exchange differences

Difference in the value of other assets (tax value and book value)

(9,808)

(6,852)

(7,684)

(2,956)

832

-

(29,502)

(68,033)

29,502

38,531

(47,186)

(57,587)

(58,173)

10,401

586

-

-

-

-

-

(4)

(464)

(1,038)

460

574

(56,998)

(94,405)

(134,928)

4,447

-

-

4,447

-

3,061

5,338

2,928

(2,277)

2,410

6,171

4,757

6,081

1,414

(1,324)

6,374

2,567

4,859

3,807

(2,292)

4,483

5,936

9,780

(1,453)

(3,844)

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Losses potentially deductible from future taxable income

Other

Gross deferred tax assets

9,586

3,358

5,851

6,228

(2,493)

1,693

2,439

1,723

(746)

716

35,815

24,395

31,222

Deferred tax expense

48,827

33,696

Net deferred tax asset

38,867

35,408

11,175

Net deferred tax liability

(60,050)

(105,418)

(114,881)

Considering the specificity of the conducted activity, which involves the achievement of taxable revenue at a deferred time, the Group activates incurred tax losses until taxable income is achieved, taking into account the tax regulations concerning the possibility of settling such losses. The amount of an asset resulting from tax losses disclosed in deferred tax is presented in the table above.

As at 30 September 2020, the Group carried out an analysis of the recoverability of a created and potential deferred tax asset and did not create a deferred tax asset on account, among other things, of tax losses in companies in the amount of PLN 794,000 (and accordingly PLN 948,000 as at 31 December 2019), which can be used within the maximum period of up to five years from the end of the reporting period in which they arose. In addition, the Group did not create a deferred tax asset in the amount of PLN 19,764,000 with regard to temporary differences between the balance-sheet and tax values of respective assets and liabilities items (and accordingly PLN 16,382,000 as at 31 December 2019).

2.16 Information about Significant Purchase and Sale Transactions Regarding Property, Plant and Equipment

During the period of 9 months ended 30 September 2020, the Group purchased property, plant and equipment totalling PLN 311,000 (in the year ended 31 December 2019, it was: PLN 1,487,000).

In the period of 9 months ended 30 September 2020, the Group entered into a lease agreement for 13 passenger cars. The value of right-of-use assets was PLN 452,000.

In the period of 9 months ended 30 September 2020, the Group did not enter into any significant sale transactions regarding property, plant and equipment items.

As at 30 September 2020, there are no significant contractual liabilities arising from the purchase of property, plant or equipment.

2.17 Information about Significant Liabilities on Account of the Purchase of Property, Plant and Equipment

As at 30 September 2020, there were no significant liabilities on account of the purchase of property, plant or equipment.

2.18 Information about Significant Settlements on Account of Litigation

As at 30 September 2020, there are no significant proceedings before the court or arbitration or public administration authorities with regard to liabilities or receivables of Develia S.A. or its subsidiaries, the value of which would have an important bearing on the financial standing of the Group companies. The subsidiary undertakings of Develia S.A. are parties to court and public administration proceedings whose value is insignificant for their operations or financial standing. The vast majority of other cases relate to claims lodged by subsidiaries of Develia S.A. against their debtors. Provisions for legal actions are shown in Note 2.14.

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2.19 Disclosure of Correction of Errors of Previous Periods

During the period of 9 months ended 30 September 2020 there were no corrections of the errors of previous periods.

2.20 Information about Changes in Economic Situation and Conditions for Running Business Activity Which Have Considerable Impact on Fair Value of Group's Financial Assets and Financial Liabilities,

Regardless of Whether Such Assets and Liabilities Are Recognised at Fair Value or at Adjusted Purchase Price (Depreciated Cost)

Considerable fluctuations in the EUR exchange rate translate into significant changes in the EUR valuation of assets/equity and liabilities (i.e. commercial property and the loans financing it), which are converted into PLN at an average exchange rate of NBP effective at the end of each accounting period. The situation on financial markets has also an impact on the valuation of IRS and CAP financial instruments disclosed in the Statement of Comprehensive Income.

The table below shows the sensitivity of a net financial result to possible fluctuations of the Euro exchange rates of fair value measurement of assets and loans valuations in EUR, on the assumption of the invariability of other factors. Due to the high volatility of Euro exchange rate in recent years, +/- PLN 0.20 variations have been taken into consideration for the presentation of the sensitivity of the financial result.

Increase/decrease in the

Impact on the net

Impact on equity in PLN

financial result in PLN

exchange rate in PLN

'000

'000

30 September 2020

+ 0.20

24,849

24,849

- 0.20

(24,849)

(24,849)

31 December 2019

+ 0.20

35,262

35,262

- 0.20

(35,262)

(35,262)

30 September 2019

+ 0.20

36,135

36,135

- 0.20

(36,135)

(36,135)

2.21 Information about Failure to Repay Loan or Borrowing or Infringement of Material Provisions of Loan or Borrowing Agreement With Regard to Which No Corrective Actions Were Taken by the End of the Reporting Period

No such events occurred in any of the Group's companies.

2.22 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with

Related Entities (If Made on Terms Other Than at Arm's Length)

In the discussed reporting period neither the Issuer nor its subsidiary undertakings concluded with a related entity any transactions, which were effected on the terms other than at arm's length.

Transactions with related entities for the Group are presented in item 2.23.

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2.23 Transactions with Related Undertakings

30 September 2020

Receivables

Liabilities to

Financial

Purchases from

from related

related

Financial

Related undertaking

Sales to related

expenses

related

undertakings

undertakings

income

undertakings

(interest,

undertakings

(trade and

(trade and

(interest)

discounts)

financial)

financial)

Shareholders

-

-

-

-

-

-

Undertakings related through

-

-

-

-

-

-

shareholders

Management and Supervisory Board

Management Board of parent undertaking

-

7,193 (*)

-

-

-

-

and subsidiaries

Supervisory Board

-

707 (*)

-

-

-

-

(*) Remuneration paid

31 December 2019

Receivables

Liabilities to

Financial

Purchases from

from related

related

Financial

Related undertaking

Sales to related

expenses

related

undertakings

undertakings

income

undertakings

(interest,

undertakings

(trade and

(trade and

(interest)

discounts)

financial)

financial)

Shareholders

-

-

-

-

-

-

Undertakings related through

-

-

-

-

-

-

shareholders

Management and Supervisory Board

Management Board of parent undertaking

44

14,213 (*)

-

-

-

-

and subsidiaries

Supervisory Board

-

627 (*)

-

-

-

-

(*) Remuneration paid

30 September 2019

Receivables

Liabilities to

Financial

Purchases from

from related

related

Financial

Related undertaking

Sales to related

expenses

related

undertakings

undertakings

income

undertakings

(interest,

undertakings

(trade and

(trade and

(interest)

discounts)

financial)

financial)

Shareholders

-

-

-

-

-

-

Undertakings related through

-

-

-

-

-

-

shareholders

Management and Supervisory Board

Management Board of parent undertaking

-

10,352 (*)

-

-

-

-

and subsidiaries

Supervisory Board

-

459 (*)

-

-

-

-

(*) Remuneration paid

30

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2.24 Information about Change in the Way (Method) of Determining Fair Value for Financial Instruments Measured at Fair Value

None occurred.

2.25 Information about Change in Classification of Financial Assets Resulting From Change in Purpose or Utilisation of Such Assets

None occurred.

2.26 Financial Liabilities

2.26.1 Interest-bearing Bank Loans and Bonds

Non-current

Entity

Interest rate

Repayment

30 September

31 December

date

2020

2019

Bank loan in EUR (a)

Arkady Wrocławskie S.A.

Euribor 3M+margin

31 Dec 2022

61,263

59,421

Bank loan in EUR (b)

Warszawa Przyokopowa Sp. z

Euribor 1M+margin

29 Jan 2020

-

184,071

o.o.

Bank loan in EUR (c)

Sky Tower S.A.

Euribor 3M+margin

20 Dec 2022

188,170

179,867

LC Corp Invest XVII Sp. z o.o.

Bank loan in EUR (d)

Projekt 22 Sp. k.

Euribor 3M+margin

28 Nov 2027

112,618

103,881

(Wola Retro)

LC Corp Invest XVII Sp. z o.o.

Bank loan in PLN (e)

Projekt 22 Sp. k.

Wibor 3M+margin

28 Nov 2020

-

-

(Wola Retro)

Bond scheme (f)

Develia S.A.

Wibor 6M+margin

20 Mar 2020

-

-

Bond scheme (g)

Develia S.A.

Wibor 6M+margin

10 May 2021

-

84,899

Bond scheme (h)

Develia S.A.

Wibor 6M+margin

10 May 2021

-

14,990

Bond scheme (i)

Develia S.A.

Wibor 6M+margin

6 Oct 2021

24,987

24,978

Bond scheme (j)

Develia S.A.

Wibor 6M+margin

6 Oct 2021

14,978

14,962

Bond scheme (k)

Develia S.A.

Wibor 6M+margin

5 Jun 2022

49,841

49,770

Bond scheme (l)

Develia S.A.

Wibor 6M+margin

28 Feb 2022

44,879

44,815

Bond scheme (n)

Develia S.A.

Wibor 3M+margin

19 Oct 2022

19,903

65,561

Bond scheme (o)

Develia S.A.

Wibor 3M+margin

22 May 2023

59,628

59,519

576,267

886,734

Current

Entity

Interest rate

Repayment

30 September

31 December

date

2020

2019

Bank loan in EUR (a)

Arkady Wrocławskie S.A.

Euribor 3M+margin

30 Sep 2021

2,846

7,327

Bank loan in EUR (b)

Warszawa Przyokopowa Sp. z

Euribor 1M+margin

29 Jan 2020

-

7,317

o.o.

Bank loan in EUR (c)

Sky Tower S.A.

Euribor 3M+margin

30 Sep 2021

11,105

10,124

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LC Corp Invest XVII Sp. z o.o.

Bank loan in EUR (d)

Projekt 22 Sp. k.

Euribor 3M+margin

30 Sep 2021

3,502

310

(Wola Retro)

LC Corp Invest XVII Sp. z o.o.

Bank loan in PLN (e)

Projekt 22 Sp. k.

Wibor 3M+margin

28 Nov 2020

-

-

(Wola Retro)

Bond scheme (f)

Develia S.A.

Wibor 6M+margin

20 Mar 2020

-

65,886

Bond scheme (g)

Develia S.A.

Wibor 6M+margin

10 Nov 2020 /

86,213

618

10 May 2021

Bond scheme (h)

Develia S.A.

Wibor 6M+margin

10 Nov 2020 /

15,218

109

10 May 2021

Bond scheme (i)

Develia S.A.

Wibor 6M+margin

06 Oct 2020

480

309

Bond scheme (j)

Develia S.A.

Wibor 6M+margin

06 Oct 2020

287

184

Bond scheme (k)

Develia S.A.

Wibor 6M+margin

05 Dec 2020

543

166

Bond scheme (l)

Develia S.A.

Wibor 6M+margin

28 Feb 2021

132

757

Bond scheme (m)

Develia S.A.

Wibor 6M+margin

19 Oct 2020

27,416

34,157

Bond scheme (n)

Develia S.A.

Wibor 3M+margin

19 Oct 2020

144

693

Bond scheme (o)

Develia S.A.

Wibor 3M+margin

23 Nov 2020

227

342

148,113

128,299

  1. Loan at Arkady Wrocławskie taken out in EUR on 28 February 2008 with a syndicate of banks: ING Bank Śląski
    S.A. and Santander Bank Polska S.A. On 29 December 2017, the Company and Santander Bank Polska S.A. executed an amendment to the syndicate loan agreement of 28 February 2008 to extend the period of financing granted under the loan agreement. The amount of loan granted under the said amendment is EUR 25,000,000, and the loan repayment date was fixed for 31 December 2022. Prior to entering into the above amendment, i.e. on 27 December 2017, an amendment to the loan agreement was executed between Arkady Wrocławskie S.A. and ING Bank Śląski S.A. and Santander Bank Polska S.A., forming the previous syndicate of lending banks, under which ING Bank Śląski S.A. assigned to Santander Bank Polska S.A. its receivables against the Company arising from the loan granted within the framework of a syndicate of banks, and Santander Bank Polska S.A. accepted the said assignment becoming thus the sole lender. At this moment, all the entitlements, rights and claims (including the entire collateral), and all the risks and obligations relating to the loan were assigned to
    Santander Bank Polska S.A.. On 21 March 2019, Arkady Wrocławskie S.A. paid off a portion of a bank loan in an amount of EUR 5,000,000 to Santander Bank Polska S.A., which was granted under the syndicate loan agreement of 28/02/2008, with further amendments. On 28 March 2019, Arkady Wrocławskie S.A. and Santander
    Bank Polska S.A. executed an amendment to the syndicate loan agreement of 28/02/2008 to revise the committed amount and alter the repayment schedule. On 27 April 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of principal instalments originally due for payment on 31 March 2020 and 30 June 2020 was rescheduled on the date of final loan repayment, i.e. on 31 December 2022. Further, under the aforesaid amendment, the Bank decided to refrain from the verification of debt service ratios for Q1 and Q2 2020. On 29 July 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of principal instalments originally due for payment on 30 September 2020 and 31 December 2020 was rescheduled on 31 July 2020. Further, under the aforesaid amendment, the Bank decided to refrain from the verification of debt service ratios for Q3 and Q4 2020. On 31 July 2020, the principal in the amount of PLN 875,000 was paid off. On 27 August 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of certain principal instalments originally due for payment on 31 March 2021 and 30 June 2021 was rescheduled on or before 31 August 2020. The principal amount of EUR 437,500 was repaid in full on 31 August 2020. On 28

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September 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of a portion of a principal instalment originally due for payment on 30 September 2021 was rescheduled on or before 30 September 2020. The principal amount of EUR 218,750 was repaid on 30 September 2020. On 27 October 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of a portion of a principal instalment originally due for payment on 31 December 2021 was rescheduled on or before 30 October 2020. The principal amount of EUR 218,750 was repaid on 30 October 2020.

  1. The loan at Warszawa Przyokopowa Sp. z o.o. was taken out pursuant to the agreement of 15 July 2011 with BNP Paribas Polska S.A. in the amount of up to EUR 49,000,000 for the partial financing of the construction of Wola Center office building development in Warsaw. On 26 June 2014 the company concluded an amendment to the Loan Agreement pursuant to which the maximum amount was increased to EUR 55,000,000. On 20 September 2018, the company concluded an amendment to the Loan Agreement, pursuant to which the amount of investment loan was increased and the loan term extended. The amount of investment loan determined in the aforesaid Amendment may not be higher than EUR 54,335,241.03, of which two new loan tranches made available under and provided for in the Amendment cannot be higher than EUR 7,000,000 and EUR 6,000,000 respectively. On 29 January 2020, Warszawa Przyokopowa Sp. z o.o. repaid in full the bank loan obtained under an agreement concluded on 15 July 2011 with BNP Paribas Polska S.A., including further amendments thereto, in a total amount of EUR 45,246,208.46 and settled transactions hedging against a risk associated with an increase in interest rates, concluded as at the date of repayment, in the total amount of EUR 3,468,899.70.
  2. The loan at Sky Tower S.A. taken out in EUR pursuant to the agreement of 29 December 2012 concluded with a syndicate of banks Getin Noble Bank S.A. and Alior Bank S.A., including further amendments thereto. On 29 June 2020, Sky Tower S.A. concluded an amendment to the loan agreement of 29 December 2012, including further modifications thereto, with a syndicate of banks comprised of Getin Noble Bank S.A. and Alior Bank S.A., under which the payment of principal instalments originally due for payment on 30 June 2020 and 30 September 2020 was rescheduled on the date of final loan repayment, i.e. on 20 December 2022. Further, under the aforesaid amendment, the Banks decided to refrain from the verification of debt service ratios for Q2 and Q3 2020. On 29 October 2020, Sky Tower S.A. concluded an amendment to the loan agreement of 29 December 2012, with a syndicate of banks comprised of Getin Noble Bank S.A. and Alior Bank S.A., including further modifications thereto, under which the payment of a principal instalment originally due for payment on 31 December 2020 was rescheduled on or before 30 October 2020. The principal amount of EUR 599,700 was repaid on 30 October 2020.
  3. The loan at LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. taken out pursuant to the agreement of 20 December 2017 with a syndicate of banks: mBank Hipoteczny S.A. and mBank S.A. up to the amount of EUR 34,187,000 for the partial financing of Wola Retro in Warsaw. On 28 October 2020, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. entered into a loan agreement with mBank S.A. covering the amount of up to EUR 34,187,000, designated, among other things, for the repayment of existing debt owed to mBank S.A. and mBank Hipoteczny S.A. and arising from a loan agreement of 20/12/2017, as amended, and for the financing and refinancing of costs relating to the construction of an office building called "Wola Retro". The aforesaid Agreement was concluded as a result of a construction loan being converted to an investment loan and previous lenders being replaced by others (mBank Hipoteczny S.A. and mBank S.A. have been replaced with one lender - mBank S.A.).
  4. The revolving loan at LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. taken out under the agreement of 20 December 2017 with a syndicate of banks: mBank Hipoteczny S.A. and mBank S.A. up to the amount of PLN 7,000,000 for financing and refinancing the payment of VAT in respect of costs related to Wola Retro Project in Warsaw.
  5. Coupon bonds - the issue of 20 March 2015, including 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 under a Bond Issue Agreement concluded with the banks

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Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 20 March 2020, the Company redeemed the bonds.

  1. Coupon bonds - the issue of 10 May 2016, including 85,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 85,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 23 December 2016, the assimilation of bonds of these series with bonds issued on 19 August 2016 took place on the "Catalyst" bond market.
  2. Coupon bonds - the issue of 19 August 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 23 December 2016, the assimilation of bonds of these series with bonds issued on 10 May 2016 took place on the "Catalyst" bond market.
  3. Coupon bonds - the issue of 6 October 2016, including 25,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 25,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of bonds of these series with bonds issued on 27 October 2016 took place on the "Catalyst" bond market.
  4. Coupon bonds - the issue of 27 October 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of bonds of these series with bonds issued on 6 October 2016 took place on the "Catalyst" bond market.
  5. Coupon bonds - the issue of 5 December 2017, including 50,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 50,000,000 under a Bond Issue Agreement with the redemption date set at 5 June 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
  6. Coupon bonds - the issue of 28 February 2018, including 45,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 45,000,000 under a Bond Issue Agreement with the redemption date set at 28 February 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
  7. Coupon bonds - the issue of 19 October 2018, including 34,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 34,000,000 under a Bond Issue Agreement with the redemption date set at set at 19 October 2020 concluded with mBank S.A., having its registered office in Warsaw. On 29 September 2020, the Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption. On 19 October 2020, the Company redeemed the bonds of PLN 27,000,000.
  8. Coupon bonds - the issue of 19 October 2018, including 66,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 66,000,000 under a Bond Issue Agreement with the redemption date set at 19 October 2022 concluded with mBank S.A., having its registered office in Warsaw. The Company received calls for early redemption in the total amount of PLN 46,000,000, and on 20 July 2020, it purchased, before the bond's maturity date, obligations amounting to PLN 46,000,000. The value of obligations still outstanding and to be redeemed on 19 October 2022 equals PLN 20,000,000.

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CONSOLIDATED QUARTERLY REPORT

  1. Coupon bonds - the issue of 22 May 2019, including 60,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 60,000,000 under a Bond Issue Agreement with the redemption date set at 22 May 2023 concluded with mBank S.A., having its registered office in Warsaw.

The allocation of respective loans, bonds to operating segments is presented in item 2.31.

2.26.2 Liabilities Arising from Financial Instruments

As at 30 September 2020 and 31 December 2019, the fair value measurement of IRS, CAP and forward transactions hedging the risk of an interest rate increase was recognised under Liabilities on account of loans and bonds and totalled:

30 September 2020

31 December 2019

Non-current

1,101

11,983

Current

418

428

Total

1,519

12,411

FX Forward Transaction Conducted by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k.

On 26 March 2020, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. entered into, pursuant to a framework agreement of 8 February 2018, a foreign exchange forward transaction which included forward and derivative operations relating to the performance of a loan agreement and extended the settlement period of the unsettled transaction to its maturity, i.e. 31 March 2020. A new settlement date was set for the unsettled amount of PLN 11,478,000 - 30 September 2020. The nominal value of the aforesaid transaction at a base rate amounted to EUR 2,626,000.

On 29 September 2020, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. entered into, pursuant to a framework agreement of 8 February 2018, a foreign exchange forward transaction which included forward and derivative operations relating to the performance of a loan agreement and extended the settlement period of the unsettled transaction to its maturity, i.e. 30 September 2020. A new settlement date was set for the unsettled amount of PLN 11,518,000 - 31 March 2021. The nominal value of the aforesaid transaction at a base rate amounted to EUR 2,626,000.

2.26.3 Issue, Redemption of Equity Securities

On 20 March 2020, 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 were redeemed.

On 20 July 2020, 46,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 46,000,000 were redeemed.

On 29 September 2020, the Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption.

After the balance-sheet, on 7 October 2020, 70,000 three-year unsecured coupon bonds having a par value of PLN 1,000 each and a total nominal value of PLN 70,000,000 were issued under a Bond Issue Agreement with the redemption date set at 6 October 2023, concluded with mBank S.A., having its registered office in Warsaw.

After the balance-sheet date, on 19 October 2020, 27,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 27,000,000 were redeemed.

Changes to Documentation of Bond Issue Programme

On 5 March 2020, the Issuer and mBank S.A. concluded an amendment to the programme agreement of 2 October 2018 ("the Programme Agreement") under which the Issuer set up a bond issue programme for its bonds up to the total amount (nominal value) of issued and outstanding bonds of PLN 400,000,000 ("the Issue Programme"). The amendment to the Programme Agreement is designed to adapt both the Programme Agreement and documentation

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relating to the Issue Programme to amended provisions of law that apply to the issue of bonds. Bonds issued under the amended Issue Programme ("the Bonds") will be tendered for purchase pursuant to Article 33(1) or (2) of the Bonds Act of 15 January 2015.

  1. Taking out and Repaying of Bank Loans and Borrowings
  1. In the period of 9 months ended 30 September 2020, Arkady Wrocławskie S.A. repaid the instalments of the loan in
    EUR taken out with Santander Bank Polska S.A. in the amount of PLN 5,497,000. As at 30 September 2020, the total outstanding amount after conversion into Polish Zlotys was PLN 64,109,000.
  2. In the period of 9 months ended 30 September 2020, Warszawa Przyokopowa Sp. z o.o. completely repaid the loan taken out in EUR to BNP Paribas Polska S.A. in the amount PLN 191,303,000.
  3. In the period of 9 months ended 30 September 2020, Sky Tower repaid, in accordance with the repayment schedule, the instalments of the loan taken out in EUR to a syndicate of banks: Getin Noble Bank S.A. and Alior Bank S.A. in the amount of PLN 2,446,000. As at 30 September 2020, the total outstanding amount after conversion into Polish Zlotys was PLN 199,275,000.
  4. In the period of 9 months ended 30 September 2020, LC Corp Invest XVII Spółka z ograniczoną odpowiedzialnością Projekt 22 Sp. k., according to a loan agreement with mBank Hipoteczny S.A., concerning a loan taken out in EUR and designated for the partial financing of Wola Retro Project in Warsaw, drew down funds in the total amount of PLN 5,189,000. As at 30 September 2020, the total outstanding amount after conversion into Polish Zlotys was PLN 116,120,000.
  5. Collateral

As at 30 September 2020, the following main collateral, categorised into below groups, was used as security for the repayment of loans.

Security for Loans Granted to Finance Commercial Properties

1. Security for the bank loan agreement concluded by Arkady Wrocławskie S.A.:

  • capped mortgage (loan in EUR) - up to the amount of EUR 37,500,000;
  • Pledge on the shares of Arkady Wrocławskie S.A. held by Develia S.A. - up to the amount of EUR 37,500,000;
  • Registered pledge on bank accounts (loan in EUR) - up to the amount of EUR 37,500,000;
  • Assignment of rights arising from rental agreements, insurance and guarantees under agreements with contractors;
  • Declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure with regard to 113,700,000 ordinary registered shares held by Develia S.A. of a nominal value of PLN 1.00, each being a part of the share capital of Arkady Wrocławskie S.A., encumbered with registered pledge, under financial and registered pledge agreement, on shares as security for the repayment of secured debt;
  • Deposit of EUR 500,000.

2. Security for transactions hedging against interest rate risk (COLLAR) (hedging agreement), established by Arkady

Wrocławskie S.A.:

  • Contractual mortgage of up to PLN 8,250,000;
  • Declarations on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure up to the total amount of PLN 8,250,000;

3. Security for the agreement on a bank loan taken out by Sky Tower S.A.:

  • Contractual mortgage of the highest priority of up to EUR 90,000,000;
  • Financial and registered pledges on accounts receivable from bank accounts with a power of attorney to manage the accounts;
  • Declaration on submission to enforcement pursuant to Article 97 of the Banking Law and Article 777 of the Code of Civil Procedure;

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  • Registered pledges on all shares of Sky Tower S.A., together with a financial pledge of up to EUR 90,000,000;
  • Assignment to secure the borrower's rights arising from all agreements concluded by the Borrower;
  • Subordination agreement on claims from other borrower's creditors being the borrower's partners, making them junior to the claims of the bank resulting from the Agreement.

4. Security for the transactions hedging against foreign exchange risk and interest rate risk (hedging agreements), established by Sky Tower S.A. pursuant to the framework agreement of 27 December 2012:

  • Contractual mortgage of the highest priority of up to EUR 44,000,000;
  • Declaration on submission to enforcement pursuant to Article 97 of the Banking Law.

5. Security for the bank loan agreement signed by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp.k.:

  • Contractual mortgage of up to EUR 36,280,500.00 established on parcels of land owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. in favour of mBank Hipoteczny S.A.;
  • Contractual mortgage of up to EUR 15,000,000.00 established on parcels of land owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. in favour of mBank S.A.;
  • Contractual mortgage of up to PLN 10,500,000.00 established on the land property owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k. in favour of mBank S.A.;
  • Declaration of the borrower on voluntary submission to enforcement towards mBank Hipoteczny S.A. of up to EUR 36,280,500.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure, in respect of any pecuniary liabilities of the Company towards the Bank resulting from the Loan agreement;
  • Declaration of the borrower on voluntary submission to enforcement towards mBank Hipoteczny S.A. of up to EUR 15,000,000.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure, in respect of any pecuniary liabilities of the Company towards the Bank resulting from the Loan agreement;
  • Declaration of the borrower on voluntary submission to enforcement towards mBank S.A. of up to PLN 10,500,000.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure, in respect of any pecuniary liabilities of the Company towards the Bank resulting from the Loan agreement;
  • Agreement on the assignment of claims from all agreements concluded by the borrower connected with the project implemented on the property;
  • Registered pledges on the rights to cash in all bank accounts of the Borrower up to the highest sum of security in the amount of EUR 36,280,500.00 in favour of mBank Hipoteczny S.A.;
  • Registered pledges on the rights to cash in all bank accounts of the Borrower up to the highest sum of security in the amount of EUR 15,000,000.00 and PLN 10,500,000 in favour of mBank S.A.;
  • Subordination agreement on accounts receivable concluded by the borrower, Develia S.A. and other subsidiaries of the Issuer - LC Corp Invest XVII Sp. z o.o. and LC Corp Invest I Sp. z o.o., making them subordinated creditors, and mBank S.A. and mBank Hipoteczny S.A. as senior creditors, including the assignment to secure all subordinated accounts receivable for the bank in accordance with the above agreement;
  • Support agreement concluded by the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. as the guarantor, pursuant to which the guarantor will be obliged, among other things, to provide financial support to the borrower under the circumstances specified in the agreement;
  • Declaration of Develia S.A. on its submission to enforcement pursuant to Article 777 of the Code of Civil Procedure in conjunction with the above-mentioned support agreement up to EUR 3,576,261.90;
  • Surety agreement concluded by the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A., under which Develia S.A. will stand surety for the borrower up to a partial amount of the borrower's liabilities as a result of achieving a certain level of DSCR ;
  • Commitment to enter into a support agreement with the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. as the guarantor, pursuant to which the guarantor will be obliged, among other things, to provide financial support to the borrower under the circumstances specified in the agreement;
  • Declaration of Develia S.A. on its submission to enforcement pursuant to Article 777 of the Code of Civil Procedure in conjunction with the above-mentioned support agreement up to EUR 558,660.50;
  • Registered pledge in favour of mBank Hipoteczny S.A. established by LC Corp Invest XVII Sp. z o.o. - a subsidiary of the Issuer, with regard to the rights and obligations due to LC Corp Invest XVII Sp. z o.o. as the general partner

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of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 36,280,500.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;

  • Registered pledge in favour of mBank S.A. established by LC Corp Invest XVII Sp. z o.o. - a subsidiary of the Issuer, with regard to the rights and obligations due to LC Corp Invest XVII Sp. z o.o. as the general partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 15,000,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge in favour of mBank S.A. established by LC Corp Invest XVII Sp. z o.o. - a subsidiary of the Issuer, with regard to the rights and obligations due to LC Corp Invest XVII Sp. z o.o. as the general partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of PLN 10,500,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge in favour of mBank Hipoteczny S.A. established by Develia S.A. with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 36,280,500.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge in favour of mBank Hipoteczny S.A. established by Develia S.A. with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 15,000,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge in favour of mBank Hipoteczny S.A. established by Develia S.A. with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of PLN 10,500,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge on the enterprise (a set of movables and transferable rights) in favour of mBank Hipoteczny S.A. established by the borrower with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 36,280,500.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge on the enterprise (a set of movables and transferable rights) in favour of mBank S.A. established by the borrower with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of EUR 15,000,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;
  • Registered pledge on the enterprise (a set of movables and transferable rights) in favour of mBank S.A. established by the borrower with regard to the rights and obligations due to the limited partner of the borrower to secure the repayment of secured accounts receivable up to the highest sum of security in the amount of PLN 10,500,000.00 together with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure;

6. Security for transactions hedging against foreign exchange risk and interest rate risk (hedging agreements), established by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp.k. pursuant to the framework agreement as security for the loan agreement in favour of mBank S.A.:

  • Next ranking contractual mortgage of up to PLN 32,235,000, subordinated to the mortgage established as security for the investment loan and revolving loan for VAT on land owned by LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp.k.;
  • Registered pledges on the rights to cash in all bank accounts of the Borrower up to the highest sum of security in the amount of PLN 32,235,000 in favour of mBank S.A.;
  • Declaration on submission to enforcement pursuant to Article Article 777 of the Code of Civil Procedure of up to PLN 32,235,000.

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2.27 Information Concerning Paid Out (or Declared) Dividend, in Total and Per Share, in Breakdown by Ordinary and Preference Shares

On 31 August 2020, the Ordinary General Meeting of Develia S.A. adopted a resolution on the payment of dividend on the following principles:

  1. Amount of dividend: PLN 44,755,831.10
  2. Amount of dividend per share: PLN 0.10
  3. Number of shares subject to dividend: 447,558,311 shares
  4. Record date: 18 September 2020
  5. Dividend payment date: 02 October 2020

Pursuant to the said resolution, Develia S.A. paid the dividend on 02 October 2020.

2.28 Effects of Announcement of COVID-19 Epidemic on Group's Current Operations

An important factor that affected the Group's current operations in the period of 9 months ended 30 September 2020 was the state of COVID-19 epidemic announced in that period.

January and February 2020 saw very good sales, however, after that period the Group recorded a significant drop in the number of new sales contracts concluded in April 2020, and although May and June saw increasing sales volume, the result for the entire quarter and half year was worse than in corresponding periods of 2019.

Q3 2020 saw an increase in the number of flats sold by the Group (sales higher than in the corresponding period of the previous year), which gives an optimistic outlook on the situation of the housing market and its prospects.

Due to a state of epidemic being declared, the Group decided to change its investment plan, delaying the implementation of some housing projects, starting to phase individual projects over a longer period and changing the order of construction works for multi-stage projects - with next stages being chosen for implementation in consideration of a changing market situation.

Furthermore, the Group also noted a delay in the process of issuing administrative decisions, e.g. decisions on building permit, which stemmed from the fact that time limits for administrative authorities to give such decisions were suspended on account of the epidemic.

The Management Board monitor, on a daily basis, works progress on sites, and no major effects of the epidemic on project schedules were observed. As regards projects already completed and scheduled to be completed in this year, no delays in delivering premises to clients are envisaged by the Group.

The COVID-19 pandemic had also a considerable impact on the Group's operations in the commercial segment, it was reflected in revenues and cash flows generated by commercial buildings with a significant share in commercial floor space - these changes resulted in a lower value of investment real property - Arkady Wrocławskie and Sky Tower by a total of EUR 11,240,000. On account of restrictions on trading at shopping centres, which were introduced in November, the Management Board expect a drop in revenue from commercial buildings to be earned in Q4 2020. At present, it is difficult to assess a scale of decrease, which is contingent on how long will the said restrictions be in force. Apart from the aforesaid impact, the fact of announcing the COVID-19 pandemic has not affected the liquidity of the Group companies dramatically and it has had no significant bearing on the valuation of major financial items (such as inventory, receivables and provisions). Furthermore, the Group companies have met financing conditions set out in loan agreements.

2.29 Events Occurred After 30 September 2020, Not Disclosed in These Statements, Which Could Have Had Material Bearing on Future Financial Results of Develia Group

After the balance-sheet date, i.e. after 30 September 2020, no significant events which have not been revealed herein and might have a major impact on financial results presented herein were observed. Nevertheless, there were other events:

  • On 1 October 2020, the District Court for Wrocław-Fabryczna in Wrocław, the 6th Commercial Division of the National Court Register, registered a merger between Develia S.A., with the registered office in Wrocław ("the

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Acquiring Company"), and LC Corp Invest XXI Sp. z o.o., with the registered office in Wrocław ("the Acquired Company 1") and LC Corp Invest XXIV Sp. z o.o. ("the Acquired Company 2").

The merger was completed pursuant to Article 492(1)(1) of the Code of Commercial Partnerships and Companies through the transfer to the Acquiring Company - as the sole shareholder in the Acquired Company 1 and the Acquired Company 2 - of the entire assets of both acquired companies (merger through take-over) under conditions set out in the Merger Plan of 13 July 2020. In view of the fact that the Acquiring Company held all the shares of LC Corp Invest XXI Sp. z o.o. and of LC Corp Invest XXIV Sp. z o.o., the merger took place in accordance with Article 515(1) of the Code of Commercial Partnerships and Companies, without any increase in the Acquiring Company's share capital and without amending its articles of association.

The merger of the companies will be accounted for in the Acquiring Company's books and records by the pooling of interests method; to this end, the respective items of relevant assets and liabilities and revenues and expenses of the merged companies are summed up, as at the date of merger, however, in the first instance, they must be adjusted using uniform valuation methods and reciprocal receivables and payables, as well as the revenues and costs of business transactions carried out in the same financial year, shares held in the acquired company and the acquired company's share capital must be eliminated. Differences between the sum of assets and liabilities acquired will be reflected in the equity of the Acquiring Company.

The following table presents the impact of the merger on the main items of the statement of financial position of the Acquiring Company:

30 September 2020

Effect of merger

Figures after

merger

Assets

Non-current loans and receivables

119,373

(14,755)

104,618

Non-current investments

954,654

(11,851)

942,803

Inventory

720,104

14,904

735,008

Trade and other receivables

405

68

473

Current financial assets

56,631

-

56,631

Cash and other cash equivalents

139,061

535

139,596

Other assets

19,454

2

19,456

Total assets

2,009,682

(11,097)

1,998,585

Equity and liabilities

Equity

1,131,070

(14)

1,131,056

Financial Liabilities

545,008

(11,162)

533,846

Trade and Other Payables

86,727

3

86,730

Accruals and deferred income

214,119

-

214,119

Other liabilities

32,758

76

32,834

Total equity and liabilities

2,009,682

(11,097)

1,998,585

The foregoing change has no effect on the consolidated financial statements of the Develia S.A. Group.

  • On 2 October 2020, Develia S.A. paid out dividend in an amount of PLN 44,755,831.10 (PLN 0.10 per share) pursuant to the resolution adopted by the Ordinary General Meeting on 31 August 2020.
  • On 6 October 2020, due to Marek Szydło's resignation from the Supervisory Board, the Extraordinary General
    Meeting appointed Marcin Eckert as a new member thereof.
  • On 7 October 2020, 70,000 three-year unsecured coupon bonds having a par value of PLN 1,000 each and a total nominal value of PLN 70,000,000 were issued under a Bond Issue Agreement with the redemption date set at 6 October 2023, concluded with mBank S.A., having its registered office in Warsaw.

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  • On 19 October 2020, 27,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 27,000,000 were redeemed.
  • On 20 October 2020, the Company's Supervisory Board elected the Chair and Deputy Chair of the Supervisory

  • Board from among its members. The duties of the Supervisory Board Chairman were assigned to Mr Jacek Osowski, previously acting as Deputy Chair of the Board, whereas the duties of Board Deputy Chair were assigned to Mr Artur Osuchowski.
  • On 27 October 2020, Arkady Wrocławskie S.A. and Santander Bank Polska S.A. executed an amendment to the loan agreement of 28 February 2008, including further modifications thereto, under which the payment of a portion of a principal instalment originally due for payment on 31 December 2021 was rescheduled on or before 30 October 2020. The principal amount of EUR 218,750 was repaid on 30 October 2020.
  • On 28 October 2020, the General Meeting of LC Corp Service S.A. and shareholders of LC Corp Invest XV Sp. z
    1. Projekt 9 Sp.k. passed resolutions on the merger pursuant to Article 492(1) of the Commercial Partnerships and Companies Code between LC Corp Service S.A., the acquiring company, and LC Corp Invest XV Sp. z o.o. Projekt 9 Sp.k., the acquired company, through the transfer of the entire assets of the acquired company to the acquiring company. As a result of the merger, the share capital of the acquiring company was increased from PLN 630,000.00 to PLN 631,053.00 solely in order to provide shares to the limited partner of the acquired company (LC Corp Invest XV Sp. z o.o.).
  • On 28 October 2020, an Issuer's subsidiary, namely, LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k., entered into
    1. loan agreement with mBank S.A. covering the amount of up to EUR 34,187,000.00, designated, among other things, for the repayment of existing debt owed to mBank S.A. and mBank Hipoteczny S.A. and arising from a loan agreement of 20/12/2017 and for the financing and refinancing of costs relating to the construction of an office building called "Wola Retro", which was erected by the Borrower on a plot of land located in Warsaw at 16- 20 Skierniewicka street and 11/13 Siedmiogrodzka street. The aforesaid Agreement was concluded as a result of
    1. construction loan being converted to an investment loan and previous lenders being replaced by others (mBank Hipoteczny SA and mBank SA have been replaced with one lender - mBank SA). The principal terms and conditions of the loan agreement, specifically, the amount of lending, have not changed. The Agreement was concluded under arm's length conditions. A floating rate of interest will be charged on the loan per annum and calculated as the aggregate of EURIBOR 3M reference rate plus margins fixed on arm's length conditions.
      Commissions on the loan granted to the Borrower have been set under arm's length conditions. Pursuant to the Agreement concluded, the Loan debt will be paid off not later than seven years after the first drawdown of the Loan, which has been scheduled until 28/11/2020. Principal security for the Agreement includes:
    • Mortgage on real property of up to EUR 51,280,500.00;
    • A subordination agreement concluded by the borrower, the Issuer and Issuer's other subsidiaries (LC Corp
      Invest I Sp. z o.o. and LC Corp Invest XVII Sp. z o.o.) as subordinate creditors along with the borrower - as the senior creditor, providing for an assignment as security for all subordinated debts;
    • Agreements to assign rights and debts arising from lease and other contracts associated with the project.
    • First-rankingregistered pledges on the rights and debts owed to the limited partner and the general partner of the borrower's company (with pledges created in relation to the refinanced debt being senior to all other pledges), each up to EUR 51,280,500 along with a declaration on submission to enforcement pursuant to Article 777(1)(6) of the Code of Civil Procedure;
    • First-rankingregistered and financial pledge on all bank accounts of the borrower (with pledges created in relation to the refinanced debt being senior to all other pledges), each up to EUR 51,280,500 along with powers of attorney for the lender;
    • Borrower's declarations on submission to enforcement towards the lender pursuant to Article 777(1) of the
      Code of Civil Procedure up to EUR 51,280,500.00;
    • Debt service reserve in the amount of three principal and interest instalments,
    • A support agreement concluded with the Issuer, under which the Issuer undertook, among other things, to provide financial support to the borrower, including to provide Debt Service Reserve and replenish it if it has been drawn on, along with the Issuer's declaration on free submission to enforcement towards the lender in

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relation to the Support Agreement up to EUR 560,000.00 pursuant to Article 777(1)(5) of the Code of Civil Procedure;

    • FX risk and interest rate risk hedging agreement, secured by a mortgage up to PLN 32,235,000 (which is junior directly to mortgage used as security for the agreement) on the real property and a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure.
  • On 29 October 2020, Sky Tower S.A. concluded an amendment to the loan agreement of 29 December 2012, with a syndicate of banks comprised of Getin Noble Bank S.A. and Alior Bank S.A., including further modifications thereto, under which the payment of a principal instalment originally due for payment on 31 December 2020 was rescheduled on or before 30 October 2020. The principal amount of EUR 599,700 was repaid on 30 October 2020.

2.30 Information on Changes in Contingent Liabilities or Contingent Assets After the End of Last Accounting Year

As from the end of the last financial year, there have been no significant changes in contingent liabilities or contingent assets of the Group companies, except for contingent liabilities arising from real estate development, relating to contingent fees for the removal of trees, whose total amount was PLN 5,193,000 (as at 31 December 2019, such contingent liabilities amounted to PLN 5,411,000).

In pursuance of the Sales and Purchase Agreements covering two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, the Company furnished the Purchasers, Ingadi spółka z ograniczoną odpowiedzialnością ("Ingadi") and Artigo spółka z ograniczoną odpowiedzialnością ("Artigo"), with rent guarantees issued for a five-year period (covering, inter alia, vacant floor space), secured by suretyship provided by the Company (as the surety of LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. ("P20") and LC Corp Invest XVII Sp. z o.o. Projekt 21 Sp. k. ("P21"), acting as the Sellers and debtors). In relation to the aforesaid suretyship, the Company will guarantee that:

  1. obligations and liabilities arising from the Final Agreements will be discharged by P20 and P21, and
  2. obligations and liabilities of P20 and P21 relating to finish works to be done by tenants designated in the Final Agreements will be discharged by P20 and P21, and
  3. obligations and liabilities of P20 and P21 arising from the rent guarantee agreements contemplated in the Preliminary Sales and Purchase Agreements will be discharged by P20 and P21, and
  4. the Company will incur debts of P20 and P21 arising from obligations and liabilities of P20 and P21 under the Final Agreements and rent guarantee agreements if the Sellers have ceased their operations, have gone into liquidation or have been dissolved, which circumstances will be described in the surety arrangement.

In pursuance of the Preliminary Sales and Purchase Agreement covering the real property called "Wola Center" in Warsaw, the Company has undertaken to the Purchaser, Gisla Spółka z ograniczoną odpowiedzialnością (currently Wola Center Sp. z o.o.), to stand surety for the Seller, Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością, and the debtor. Under the said commitment the Company guaranteed, among other things, that:

  1. The Seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa, acting as the Seller, arising from agreements covering the subject-matter of the Transaction, and
  2. The Company would incur debts of WP arising from obligations and liabilities of WP under the FSPA, if the Seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,

Apart from the contingent liabilities representing security for bank loans described in detail in Note 2.26.5 and the above-described contingent fees relating to the removal of trees and arising from the real property sales and purchase agreements entered into, as at 30 September 2020, Group Companies did not have any other significant contingent liabilities.

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2.31 Other Information Deemed by Group as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations

Apart from the events referred to herein, in the reporting period ended 30 September 2020 there were no other events concerning the Group, which would have any impact on the assessment of personnel, assets and financial standing and on the evaluation of the Issuer's feasibility of discharging its obligations.

2.32 Revenue and Profit-Loss Attributable to Respective Operating Segments

For management purposes, the Group distinguishes three reporting operating segments:

  • rental services segment
  • property development activity segment
  • holding (other) activity segment

The tables presented below show data concerning revenues and profits of the Group's individual segments for the period of 9 months ended 30 September 2020 and 30 September 2019 and concerning assets and liabilities as at 30 September 2020 and 31 December 2019.

Period of 9 months ended

Property

Holding (other)

Rental services

development

TOTAL

30 September 2020

activity

activity

Operating activity

Sales revenue

65,820

252,583

58

318,461

Revenue from sales of services

65,818

-

58

65,876

Revenue from sales of goods and products

2

252,583

-

252,585

Cost of sales

(27,249)

(175,018)

-

(202,267)

Pre-tax profit/(loss) on sales

38,571

77,565

58

116,194

Gain/(loss) on disposal of non-financial fixed assets

-

(23)

48

25

Profit /(loss) on investment property

(4,932)

-

-

(4,932)

Write-downs of Inventories

-

-

-

-

Selling and distribution cost

(328)

(9,712)

-

(10,040)

General administrative expenses

(6,456)

(12,528)

(7)

(18,991)

Other operating income

985

2,726

33

3,744

Other operating expenses

(1,834)

(970)

(16)

(2,820)

Operating profit/(loss)

26,006

57,058

116

83,180

Financial income

836

818

485

2,139

Financial expenses

(51,012)

(109)

(1,687)

(52,808)

Pre-tax profit/(loss)

(24,170)

57,767

(1,086)

32,511

Income tax (tax expense)

356

(10,040)

210

(9,474)

Net profit/(loss)

(23,814)

47,727

(876)

23,037

Other comprehensive income subject to reclassification to financial result in subsequent reporting periods

Cash flow hedges

Income tax relating to other components of comprehensive income

11,327

-

-

11,327

(2,152)

-

-

(2,152)

Other comprehensive income (net)

9,175

-

-

9,175

Total comprehensive income

(14,639)

47,727

(876)

32,212

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Period of 9 months ended

Property

Holding (other)

Rental services

development

TOTAL

30 September 2019

activity

activity

Operating activity

Sales revenue

108,596

605,373

213

714,182

Revenue from sales of services

108,520

-

213

108,733

Revenue from sales of goods and products

76

605,373

-

605,449

Cost of sales

(35,576)

(403,737)

-

(439,313)

Pre-tax profit/(loss) on sales

73,020

201,636

213

274,869

Gain/(loss) on disposal of non-financial fixed assets

-

189

16

205

Profit /(loss) on investment property

(9,179)

-

-

(9,179)

Write-downs of Inventories

-

(363)

-

(363)

Selling and distribution cost

(635)

(11,224)

-

(11,859)

General administrative expenses

(6,605)

(16,312)

(999)

(23,916)

Other operating income

91

1,713

295

2,099

Other operating expenses

(2,765)

(304)

(625)

(3,694)

Operating profit/(loss)

53,927

175,335

(1,100)

228,162

Financial income

777

2,128

1,111

4,016

Financial expenses

(23,898)

(2,144)

(7,073)

(33,115)

Pre-tax profit/(loss)

30,806

175,319

(7,062)

199,063

Income tax (tax expense)

(7,396)

(33,493)

392

(40,497)

Net profit/(loss)

23,410

141,826

(6,670)

158,566

Other comprehensive income subject to reclassification to financial result in subsequent reporting periods

Cash flow hedges

Income tax relating to other components of comprehensive income

(8,436)

-

-

(8,436)

1,759

-

-

1,759

Other comprehensive income (net)

(6,677)

-

-

(6,677)

Total comprehensive income

16,733

141,826

(6,670)

151,889

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Property

Holding (other)

As at 30 September 2020

Rental services

development

TOTAL

activity

activity

Assets and liabilities

Total assets, including:

1,237,358

1,504,178

262,219

3,003,755

Non-Current Receivables

8,969

-

-

8,969

Investment property

1,126,774

-

-

1,126,774

Inventory

977

1,255,201

-

1,256,178

Current financial assets

-

25,192

35,011

60,203

Cash and Cash Equivalents

79,431

114,498

186,555

380,484

Non-current assets classified as held for sale

-

-

-

-

Total liabilities, including:

590,638

910,142

23,408

1,524,188

Liabilities on account of loans and bonds

422,003

303,896

-

725,899

Accruals and deferred income

6,606

440,480

11,351

458,437

Property

Holding (other)

As at 31 December 2019

Rental services

development

TOTAL

activity

activity

Assets and liabilities

Total assets, including:

1,649,887

1,518,135

75,903

3,243,925

Non-Current Receivables

8,699

-

-

8,699

Investment property

1,096,679

-

-

1,096,679

Inventory

6

1,062,022

-

1,062,028

Current financial assets

239

25,576

-

25,815

Cash and Cash Equivalents

66,266

242,737

31,887

340,890

Non-current assets classified as held for sale

446,282

-

-

446,282

Total liabilities, including:

726,709

974,408

33,924

1,735,041

Liabilities on account of loans and bonds

564,729

462,715

-

1,027,444

Accruals and deferred income

6,662

344,126

10,524

361,312

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3. INTERIM CONDENSED FINANCIAL STATEMENTS OF DEVELIA S.A. STATEMENT OF FINANCIAL POSITION

Note

30 September 2020

31 December 2019

Assets

A.

Non-current assets

1,081,653

1,029,519

1.

Intangible assets

330

282

2.

Property, plant and equipment

3.12

7,296

6,145

3.

Non-current loans and receivables

119,373

75,177

4.

Non-current investments

3.9

954,654

947,499

5.

Non-current prepayments and accrued income

-

416

6.

Deferred tax assets

3.11

-

-

B.

Current assets

928,029

699,019

1.

Inventory

720,104

542,904

2.

Trade and other receivables

9,870

98,504

3.

Income tax receivables

405

3,719

4.

Current financial assets

56,631

24,157

5.

Cash and other cash assets

139,061

28,821

6.

Current prepayments and accrued income

1,958

914

C.

Non-current assets classified as held for sale

-

-

Total assets

2,009,682

1,728,538

Equity and liabilities

A.

Equity

1,131,070

948,279

1.

Share capital

447,558

447,558

2.

Called-up share capital not paid

-

-

3.

Supplementary capital

353,523

322,216

4.

Other reserve funds

100,205

-

5.

Other capital

2,237

2,237

6.

Retained profit/(Loss carried forward)

227,547

176,268

B.

Non-current liabilities

435,654

534,361

1.

Non-current financial liabilities

3.22

414,348

514,150

2.

Non-current lease liabilities

4,085

2,744

3.

Provisions

3.10

19

19

4.

Deferred tax liability

3.11

17,202

17,448

C.

Current liabilities

442,958

245,898

1.

Current financial liabilities

3.22

130,660

103,221

2.

Current lease liabilities

11,452

11,061

3.

Current trade and other payables

86,727

34,996

4.

Income tax payables

-

-

5.

Provisions

3.10

-

-

6.

Accruals and deferred income

214,119

96,620

Total equity and liabilities

2,009,682

1,728,538

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STATEMENT OF COMPREHENSIVE INCOME

Q3 2020

3 Quarters of

Q3 2019

3 Quarters of

2020

2019

period

period

cumulatively

cumulatively

from 01/07/2020

from 01/07/2019

from 01/01/2020

from 01/01/2019

to 30/09/2020

to 30/09/2019

to 30/09/2020

to 30/09/2019

Operating income

Revenue from sale of services, products and goods

26,744

35,489

4,841

18,428

Revenue from interest and discounts

1,286

3,688

2,898

8,531

Revenue from dividend

-

235,559

61,000

180,078

Other financial income

836

7,235

-

4

Other operating income

118

475

82

93

Total operating income

28,984

282,446

68,821

207,134

Operating expenses

Operating expenses, cost of sold products and goods

(25,334)

(46,858)

(10,052)

(34,048)

Costs of interest and discounts

(2,068)

(7,370)

(4,841)

(14,896)

Other financial expenses

(436)

(862)

(3,080)

(5,224)

Other operating expenses

15

(55)

-

(802)

Total operating expenses

(27,823)

(55,145)

(17,973)

(54,970)

Pre-tax profit/(loss)

1,161

227,301

50,848

152,164

Income tax (tax expense)

(650)

246

(7,386)

(7,139)

Net profit/(loss) on continued operations

511

227,547

43,462

145,025

Discontinued operations

Profit (loss) on discontinued operations in the financial

-

-

-

-

year

Net profit/(loss)

511

227,547

43,462

145,025

Other comprehensive income

Other components of comprehensive income

-

-

-

-

Income tax relating to other components of comprehensive

-

-

-

-

income

Other comprehensive income (net)

-

-

-

-

Total comprehensive income

511

227,547

43,462

145,025

47

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Q3 2020

3 Quarters of

Q3 2019

3 Quarters of

2020

2019

period

period

cumulatively

cumulatively

from 01/07/2020

from 01/07/2019

from 01/01/2020

from 01/01/2019

to 30/09/2020

to 30/09/2019

to 30/09/2020

to 30/09/2019

Net profit/(loss) (PLN'000)

511

227,547

43,462

145,025

Average weighted number of ordinary shares (pcs)

447,558,311

447,558,311

447,558,311

447,558,311

Net profit/(loss) per share (in PLN) - basic

-

0.51

0.09

0.32

Net profit/(loss) per share (in PLN) - diluted

-

0.51

0.09

0.32

48

Develia S.A. Group

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

STATEMENT OF CHANGES IN EQUITY

Called-up share

Supplementary

Other reserve

Retained

Share capital

Other capital

profit/(Loss

Total

capital not paid

capital

funds

carried forward)

As at 01 January 2020

447,558

-

322,216

-

2,237

176,268

948,279

Net profit/(loss) for the period of 9 months ended 30 September 2020

Other comprehensive income for the period of 9 months ended 30 September 2020

-

-

-

-

-

227,547

227,547

-

-

-

-

-

-

-

Other comprehensive income for the period of 9 months

-

-

-

-

-

227,547

227,547

ended 30 September 2020

Transfer to reserve funds / supplementary capital

-

-

31,307

100,205

-

(131,512)

-

Allocated to the payment of dividend

-

-

-

-

-

(44,756)

(44,756)

As at 30 September 2020

447,558

-

353,523

100,205

2,237

227,547

1,131,070

49

Develia S.A. Group

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CONSOLIDATED QUARTERLY REPORT

Called-up share

Supplementary

Other reserve

Retained

Share capital

Other capital

profit/(Loss

Total

capital not paid

capital

funds

carried forward)

As at 01 January 2019

447,558

-

324,396

-

2,273

118,661

892,888

Net profit/(loss) for 2019

-

-

-

-

-

176,268

176,268

Other comprehensive income for 2019

-

-

-

-

-

-

-

Total comprehensive income for 2019

-

-

-

-

-

176,268

176,268

Settlement of company merger (1)

-

-

-

-

(36)

(36)

Payment of dividend

-

-

(2,180)

-

-

(118,661)

(120,841)

As at 31 December 2019

447,558

-

322,216

-

2,237

176,268

948,279

  1. Relates to the merger between Develia S.A. and LC Corp Invest XX Sp. z o.o.

Called-up share

Supplementary

Other reserve

Retained

Share capital

Other capital

profit/(Loss

Total

capital not paid

capital

funds

carried forward)

As at 01 January 2019

447,558

-

324,396

-

2,273

118,661

892,888

Net profit/(loss) for the period of 9 months ended 31 September 2020

Other comprehensive income for the period of 9 months ended 31 September 2020

-

-

-

-

-

145,025

145,025

-

-

-

-

-

-

-

Other comprehensive income for the period of 9 months

-

-

-

-

-

145,025

145,025

ended 30 September 2019

Settlement of company merger (1)

-

-

-

-

(36)

-

(36)

Payment of dividend

-

-

(2,180)

-

-

(118,661)

(120,841)

As at 30 September 2019

447,558

-

322,216

-

2,237

145,025

917,036

  1. Relates to the merger between Develia S.A. and LC Corp Invest XX Sp. z o.o.

50

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

STATEMENT OF CASH FLOWS

Period of 9 months

Period of 9 months

Note

ended

ended

30 September 2020

30 September 2019

A.

Cash flows from operating activities

I.

Pre-tax profit/(loss)

227,301

152,164

II.

Total adjustments

(20,807)

(102,711)

1.

Change in tangible assets and intangible assets

(1,199)

(6,062)

2.

Change in provisions

-

-

3.

Change in inventories

(177,200)

(153,516)

4.

Change in receivables

88,634

(68,160)

5.

Change in liabilities, except for loans and borrowings

51,730

(1,171)

6.

Change in accruals and deferrals

116,871

34,138

7.

Change in financial liabilities

(22,822)

21,856

8.

Change in financial assets

(79,616)

64,894

9.

Change in financial assets resulting from shares

(7,155)

2,613

10.

Income Tax

3,314

(8,544)

11.

Other adjustments

6,636

11,241

III.

Net cash flow from operating activities (l+ll)

206,494

49,453

B.

Cash flows from financing activities

I.

Cash inflows

123,656

81,432

1.

Issue of debt securities

-

60,000

2.

Loans and borrowings

123,656

21,432

II.

Outflows

(219,910)

(190,290)

1.

Redemption of debt securities

(118,000)

(50,000)

2.

Repayment of loans and borrowings

(85,200)

(700)

3.

Payment of liabilities arising from finance lease

(1,721)

(1,764)

4.

Interest

(14,989)

(16,985)

5.

Dividends and payments to shareholders

-

(120,841)

III.

Net cash flows from financing activities (l+ll)

(96,254)

(108,858)

C.

Total net cash flow (A.III+ B.III)

110,240

(59,405)

D.

Balance-sheet change in cash, including:

110,240

(59,405)

E.

Cash at the beginning of period

28,821

120,119

F.

Cash at the end of period (F+D)

139,061

60,714

- restricted cash

20

-

51

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

OTHER INFORMATION AND NOTES

3.1 General Information about Issuer

Develia S.A. ("the Issuer", "the "Company") was established by the Notarial Deed dated 3 March 2006. The Company's registered office is situated in Wrocław, Poland, at ul. Powstańców Śląskich 2-4. The Company has been entered into the register of entrepreneurs of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, 4th Commercial Division of the National Court Register, under KRS No. 0000253077.

As at 30 June 2020, the shares of Develia S.A. are in public trading.

The Company has been assigned statistical identification number (REGON): 020246398, tax identification number

(NIP): 8992562750.

The Company has been established for an indefinite time. The Company's primary activity includes:

  • PKD 7415Z Activities of financial holding companies
  • PKD 4110Z Completion of construction projects related to putting up buildings
  • PKD 6810Z Buying and selling of own real estate
  • PKD 4120Z Construction works related to the completion of residential and non-residential buildings

As at the date hereof, there is no parent undertaking of Develia S.A.

Interim Condensed Financial Statements of Develia S.A. cover the period of 9 months ended 30 September 2020. The detailed description of the component parts of the financial statements is included in Section 3.2.

3.2 Rules Adopted for Preparing Quarterly Report

These interim condensed financial statements of Develia S.A. comprise:

  • Statement of Financial Position as at 30 September 2020 and comparable financial data as at 31 December 2019;
  • Statement of Comprehensive Income for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
  • Statement of Cash Flows for the three quarters of 2020, i.e. for the period of 9 months, cumulatively from 01 January 2020 to 30 September 2020, as well as comparable data for a corresponding period of the previous year, i.e. from 01 January 2019 to 30 September 2019;
  • Statement of Changes in Equity as at 30 September 2020 and comparable data as at 30 September 2019 and as at 31 December 2019;
  • Notes to the financial statements.

Notes to financial statements and other information defined in Section 66 of the Regulation of the Minister of Finance dated 29 March 2018 on Current and Periodic Information Published by Issuers of Securities and on Conditions for Regarding Information Required by Law of Non-Member State as Equivalent, representing an element of this Consolidated Quarterly Report for Q3 2020, are included in section 4.

The enclosed condensed financial statements of the Develia S.A. were prepared in accordance with the International Financial Reporting Standards ("IFRS"), in particular with IAS 34 (concerning the preparation of interim financial statements) and IFRS adopted by the EU.

As at the date of the approval of these financial statements for publication, on account of the ongoing process of introducing IFRS in the EU and the business activity conducted by the Group, the International Financial Reporting Standards, in terms of accounting principles adopted by the Group, vary from IFRS already approved by the EU.

IFRS comprise standards and interpretations accepted by the International Accounting Standard Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC").

52

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

The interim condensed financial statements of Develia S.A. do not contain all information and disclosures required in the annual separate financial statements and they must be read together with the annual financial statements of Develia S.A. for the year ended 31 December 2019.

The Interim Condensed Financial Statements are presented in thousand zlotys ("PLN"), and all values included in the tables and descriptions, if not indicated otherwise, are given in PLN'000.

The interim condensed financial statements of Develia S.A. were prepared on the going concern assumption, i.e. the continuation of the Company's business activity in the foreseeable future. As at the day of the approval of these statements, there were no circumstances identified implying any threats to the continuation of the Company's activity.

The information on the accounting principles adopted by the Issuer was presented in the annual financial statements of Develia S.A. for the year ended 31 December 2019, published on 12 March 2020.

The information about new standards and interpretations is included in item 3.5 and 3.6.

3.3 Approval of Interim Condensed Financial Statements

These interim condensed financial statements of Develia S.A. were approved by the Management Board for publication on 16 November 2020.

3.4 Information on Material Estimates and Professional Judgement

The Company's Management Board applied their best knowledge regarding not only the standards and interpretations used, but also the methods and principles of valuation of individual items of the enclosed financial statements. Preparing the financial statements in accordance with IFRS required the Company's Management Board to make some assessments and assumptions, which are reflected in these statements. Actual results may vary from these estimates. The financial data for the three quarters of 2020 presented herein was not subject to auditor's examination.

Professional Judgement

In the process of applying the accounting principles (policies) to the issues specified hereinbelow, the professional judgement of the management was, apart from the accounting estimates, of the greatest importance.

Classification of Lease Agreements

The Company classifies lease according to IFRS 16.

Uncertainty of Estimates

The basic assumptions concerning the future have been discussed below as well as other key reasons for doubts occurring at the end of the reporting period and entailing a significant risk of considerable adjustment of the net book value of assets and liabilities in the following reporting period.

Deferred Tax Asset

The Company recognises a deferred tax asset based on the assumption that a tax profit enabling its utilisation should be obtained in the future. Worse tax results obtained in the future could have the effect that this assumption might become groundless. Deferred income tax is presented in Note 3.12.

53

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Write-downs of shares held in subsidiary undertakings

At the end of each reporting period, the Management Board verifies if there is any evidence pointing to the impairment of the shares in subsidiary undertakings.

If the verification reveals the existence of such impairment, the Management Board writes down these assets to their recoverable value. The recoverable value of an asset can be defined as being the higher one of the two values: fair value less costs to sell or value in use.

The value in use is estimated with the DCF method or with the hybrid model: net assets and discounted revenues (discounted dividends). The DCF method is based on discounted cash flows generated by the subsidiary undertakings within the approved investment schedules and proceeds from the sale of flats, taking into consideration the sale price of 1 square metre of usable floor space in accordance with the current market situation and prices. The discount rate takes account of the weighted average cost of external and own capital (WACC).

The recoverable value of shares and the amount of their write-downs were estimated as at 30 September 2020 and may be subject to a change depending on the fluctuations of the market prices of land, sale prices of flats, constructions costs, project completion schedules and discount rate calculations in the future.

The actual results may vary from these estimates, which were calculated on the grounds of the data available as at the reporting date. It is also related to the uncertainty regarding the proper estimation of the market conditions in the following years. Consequently, the amount of write-downs may change in the following accounting periods. Write- downs of shares are presented in Note 3.10.

Write-Downs of Borrowings Granted to Subsidiary Undertakings

The Management Board conducts an analysis at the end of every reporting period aimed at checking whether borrowings granted fit the asset maintenance model with a view to achieving contractual cash flows. Depending on the result of SPPI test, borrowings are classified either as financial assets measured at amortised cost or financial assets measured at fair value through profit or loss.

The table below presents estimates as at 30 September 2020 and as at 31 December 2019.

30 September 2020

31 December 2019

Deferred tax asset

-

-

Deferred tax liability

17,202

17,448

Write-downs of shares and stocks

(29,106)

(36,741)

Uncertainty Associated with Tax Settlements

The regulations concerning the tax on goods and services, corporate tax and burdens associated with social insurance are subject to frequent changes. These frequent changes make no appropriate reference points, inconsistent interpretations and few established precedents that might be applicable. The binding regulations also contain uncertainties, resulting in different opinions regarding the legal interpretation of tax regulations, both among public authorities and between public authorities and companies.

Tax settlements and other areas of activity (for example customs and foreign currency issues) may be subject to inspection by bodies authorised to impose high penalties and fines, and any additional tax liabilities arising from the inspection must be paid together with high interest. Having considered these conditions, the tax risk in Poland is greater than in countries with a more mature tax system.

Consequently, amounts presented and disclosed in financial statements may change in the future as a result of a final decision of a tax audit authority.

On 15 July 2016, changes were made to the Tax Ordinance Act in order to take account of the provisions of the General Anti-Avoidance Rule (GAAR). GAAR is to prevent the creation and use of artificial legal structures created in order to avoid the payment of tax in Poland. GAAR defines the avoidance of taxation as an action made above all in

54

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

order to achieve a tax advantage, contrary - under given circumstances - to the object and purpose of the provisions of the tax act. In accordance with GAAR, such an action does not result in the tax advantage, if the operation was artificial. Any occurrence of (i) unjustified separation of operations, (ii) involvement of intermediary entities despite the lack of economic justification, (iii) elements that null or compensate each other and (iv) other actions having a similar effect to the previously mentioned, may be treated as a premise of artificial operations subject to GAAR. New regulations will require a much greater degree of professional judgement in assessing the tax consequences of individual transactions.

The GAAR clause should be applied to transactions made after its entry into force and transactions that had been carried out before the entry into force of the GAAR clause, but for which benefits were or are still being gained after the date of entry of this clause into force. The implementation of these provisions will enable Polish tax audit authorities to question the legal arrangements and agreements carried out by taxable persons, such as the restructuring and reorganisation of a group.

The Company recognises and measures the assets or liabilities in respect of current and deferred income tax in compliance with the requirements of IAS 12, Income Tax on the basis of the profit (tax loss), tax base, unrelieved tax losses, unused tax exemptions and tax rates, taking into account the uncertainty associated with tax settlements.

3.5 Significant Accounting Principles (Policies)

The accounting principles (policies) applied to the preparation of these financial statements are consistent with those adopted to draw up the financial statements for the year ended 31 December 2019, save for the following principles. The below changes to IFRS have been applied to these financial statements as of the date of their entry into force:

  • Amendments to IAS 1 "Presentation of Financial Statements" and IAS 8 "Accounting Policies, Changes in
    Accounting Estimates and Errors" - Definition of Materiality - approved by the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020);
  • Amendments to IFRS 3, "Business Combinations" - Definition of a Business - approved in the EU on 21 April 2020 (applicable to combinations for which the acquisition date is at the beginning of the first annual reporting period beginning on or after 1 January 2020 and to asset acquisitions that occur on or after the beginning of the aforesaid period);
  • Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments: Recognition and
    Measurement" and IFRS 7 "Financial Instruments: Disclosures" - Interest Rate Benchmark Reform - approved in the EU on 15 January 2020 (applicable to annual periods beginning on or after 1 January 2020);
  • Amendments to References to the Conceptual Framework in IFRS - approved by the EU on 29 November 2019 (applicable to annual periods beginning on or after 1 January 2020).

The adoption of the standards and amendments to existing standards, as mentioned above, did not exert any considerable impact on the financial statements.

55

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

3.6 New Standards and Interpretations Published But Not Effective Yet

New standards and amendments to the existing standards which have been already issued by the IFRIC and approved by the EU, but are not in force yet:

As at the date of the approval of these Financial Statements, the European Union did not adopt any amendment to the existing standards / new standards or interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), which enter into force on a later date.

New standards and amendments to the existing standards which have been already issued by the IFRIC, but which have not been approved for application within the EU yet

Currently, IFRS in the form approved by the EU do not differ significantly from regulations issued by the International Financial Reporting Interpretations Committee ("IFRIC"), except for the following new standards and amendments to standards which as at [the date of the publication of these statements] were not approved for application within the EU (the below entry into force dates relate to the full version of standards):

  • IFRS 14, "Regulatory Deferral Accounts" (applicable to annual periods beginning on or after 1 January 2016) - the European Commission decided not to initiate the process of approving this temporary standard for application within the EU before the release of the final version of IFRS 14;
  • IFRS 17 "Insurance Contracts", with further amendments to IFRS 17, (applicable to annual periods beginning on or after 01 January 2023);
  • Amendments to IAS 1 "Presentation of Financial Statements" - Classification of Liabilities as Current or Non- current (applicable to annual periods beginning on or after 01 January 2023);
  • Amendments to IAS 16 "Property, Plant and Equipment" - Proceeds Before Intended Use (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" - Onerous Contracts - Cost of Fulfilling a Contract (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IFRS 3 "Business Combinations" - Amendments to References to the Conceptual Framework including amendments to IFRS 3 (applicable to annual periods beginning on or after 1 January 2022);
  • Amendments to IFRS 4 "Insurance Contracts" - the Extension of the Temporary Exemption from Applying IFRS 9 (the expiry date for the temporary exemption from IFRS 9 was extended to annual periods beginning on or after 1 January 2023);
  • Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in Associates and Joint Ventures" - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and subsequent amendments (the date of entry into force of the amendments was postponed until research works on the equity method have been completed);
  • Amendments to IFRS 16 "Lease"- Covid-19-Related Rent Concessions (applicable to annual periods beginning on or after 1 June 2020. Early application is permitted also for financial statements which have not been approved yet for publication on 28 May 2020. This amendment applies also to interim reports).
  • Amendments to miscellaneous standards "Improvements to IFRS (the 2018-2020 cycle)" - amendments made as part of the IFRS Annual Improvement Process (IFRS 1, IFRS 9, IFRS 16 and IAS 41) are designed mainly to deal with non-conformitiesand ensure the consistency of terminology (amendments to IFRS 1, IFRS 9 and IAS 41 are applicable to annual periods beginning on or after 1 January 2022. Amendments to IFRS 16 concern only an illustrative example, hence no entry into force date has been set).

The Company is in the process of verification of the impact of the other above-mentioned standards on its financial situation, performance and the scope of information presented in financial statements.

According to the Company's estimates, the above-mentioned new standards and amendments to existing standards would not have had major impact on the financial statements if they had been applied by the Company at the balance- sheet date.

56

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

3.7 Seasonal or Cyclical Character of Issuer's Operations

The Company's operations are not seasonal by nature. They are related to the investment cycles of the implemented property development projects, which is particularly noticeable in the recognition of the proceeds from the sale of residential and retail premises. In accordance with IFRS 15, such proceeds can only be recognised when practically all risks and benefits related to given premises have been transferred to the client and the revenue can be measured in a reliable manner. Consequently, the sales results in a given period depend on the value of the premises transferred to the clients in accordance with the above definition.

3.8 Information about Write-Downs of Inventory to Net Realisable Value and Reversal of Write-Downs in This Respect

30 September 2020

31 December 2019

Work in progress

709,469

534,055

Finished products

1,215

-

Value adjustment for right of perpetual usufruct to land according to IFRS 16

9,420

8,849

Write-downs of Inventories

-

-

Total inventories

720,104

542,904

During the period of 9 months ended 30 September 2020 there were no write-downs of inventory to the net realisable value.

3.9 Information about Write-Downs Resulting from Impairment Loss of Financial Assets, Property, Plant and Equipment, Intangible Assets or Other Assets and Reversal of Such Write-Downs

As regards write-downs on financial assets, property, plant and equipment, intangible assets, amounts receivable and other assets in the period of 9 months ended 30 September 2020, there were no significant changes compared with the previous year, except for revaluation write-downs of shares which changed as presented in the below table:

At the beginning of the reporting period

Increase

Used

Decrease

At the end of the reporting period

Period of 9 months

Year ended 31

ended

December 2019

30 September 2020

(36,741)

(41,368)

(34)

(3,155)

402

131

7,267

7,651

(29,106)

(36,741)

57

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

3.10 Information about Creating, Increasing, Utilising and Reversing Provisions

The amounts of provisions and the reconciliation presenting the changes in their position during the year/period are shown in the table below:

Retirement and

Remedy of

disability benefits

Disputes and

construction

Total

and bereavement

litigation

faults and defects

payment

As at 01 January 2020

19

-

-

19

Created

-

-

-

-

Used

-

-

-

-

Reversed

-

-

-

-

As at 30 September 2020, including:

19

-

-

19

- non-current

19

-

-

19

- current

-

-

-

-

3.11 Information about Deferred Tax Liabilities and Deferred Tax Assets

Deferred income tax arises from the following items:

Statement of financial position

Deferred income tax expense

for the period ended

30 September

31 December

01 January

30 September

31 December

2020

2019

2019

2020

2019

Deferred tax liability

Accrued interest, discount on borrowings and deposits

Difference in the value of tangible assets (tax and balance- sheet depreciation)

Shares in limited partnerships

Temporary differences relating to sales of finished products Other

(1,868)

(992)

(1,538)

(876)

546

(80)

(83)

(62)

3

(21)

(27,670)

(22,575)

(1,149)

(5,095)

(21,426)

(977)

-

-

(977)

-

(562)

(390)

(290)

(172)

(100)

Gross deferred tax liability

(31,157)

(24,040)

(3,039)

Deferred tax assets

Shares in limited partnerships

-

-

-

-

-

Provisions and prepayments and accrued income

1,299

2,081

1,891

(782)

190

Accrued interest, discount on borrowings and bond discount

3,716

3,327

3,572

389

(245)

Write-downs of shares held in subsidiary undertakings

-

-

-

-

-

Losses potentially deductible from future taxable income

7,564

1,184

2,368

6,380

(1,184)

Other

1,376

-

-

1,376

-

Gross deferred tax assets

13,955

6,592

7,831

Deferred tax expense

246

(22,240)

Net deferred tax asset

-

-

4,792

Net deferred tax liability

(17,202)

(17,448)

-

58

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

3.12 Information about Significant Purchase and Sale Transactions Regarding Property, Plant and Equipment

In the period of 9 months ended 30 September 2020, the Company acquired property, plant and equipment in the amount of PLN 141,000 (in the period of 9 months ended 30 September 2019: PLN 837,000).

In the period of 9 months ended 30 September 2020, the Company entered into a lease agreement for 13 passenger cars and a tenancy agreement for offices in Warsaw. The value of recognised right-of-use assets was PLN 452,000 and PLN 2,622,000 respectively.

In the period of 9 months ended 30 September 2020, the Company sold items of property, plant and equipment earning the revenue in the total amount of PLN 54,000 (in the period of 9 months ended 30 September 2019 the revenue generated in that respect was PLN 17,000).

As at 30 September 2020, there were no significant liabilities on account of the purchase of property, plant or equipment.

As at 30 September 2020 and 31 December 2019, no item of tangible assets was used as collateral, was subject to encumbrance or was mortgaged.

3.13 Information about Significant Liabilities on Account of the Purchase of Property, Plant and Equipment

As at 30 September 2020, there were no significant liabilities on account of the purchase of property, plant or equipment.

3.14 Information about Significant Settlements on Account of Litigation

As at 30 September 2020, there were no significant proceedings before the court or arbitration or public administration authorities with regard to liabilities or receivables of Develia S.A., the value of which would have an important bearing on the financial standing of the Company. The Company is a party to court and public administration proceedings whose value is insignificant for its operations or financial standing. Each case is examined individually in terms of its relevance for the company.

3.15 Disclosure of Correction of Errors of Previous Periods

During the period of 9 months ended 30 September 2020 there were no corrections of errors of the previous periods.

3.16 Information about Changes in Economic Situation and Conditions for Running Business Activity Which

Have Considerable Impact on Fair Value of Issuer's Financial Assets and Financial Liabilities,

Regardless of Whether Such Assets and Liabilities Are Recognised at Fair Value or at Adjusted Purchase Price (Depreciated Cost)

The description can be found in item 2.20.

3.17 Information about Failure to Repay Loan or Borrowing or Infringement of Material Provisions of Loan or Borrowing Agreement With Regard to Which No Corrective Actions Were Taken by the End of the Reporting Period

None occurred.

59

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

3.18 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with

Related Entities (If Made on Terms Other Than at Arm's Length)

During the period of 9 months ended 30 September 2020 the Issuer did not conclude any transactions with related entities, which were effected on the terms other than at arm's length.

Transactions with related entities for Develia S.A. are presented in item 3.19.

3.19 Transactions of Develia S.A. with Related Entities

Related undertaking

01/01/2020 - 30/09/2020

30/09/2020

Sale

Purchases

Financial income (interest, dividends)

Financial expenses (interest, discounts)

Trade and other receivables

Trade and other payables

Borrowings and non- current receivables and current financial assets

Financial Liabilities

Shareholders

-

-

-

-

-

-

-

-

Subsidiary undertakings

Arkady Wrocławskie S.A.

1,286

1,938

411

241

160

13

24,062

6,424

Sky Tower S.A.

2,106

1

295

-

244

-

15,000

-

Warszawa Przyokopowa Sp. z o.o.

2,418

86

131,300

2,775

12

-

-

98,469

Kraków Zielony Złocień Sp. z o.o.

967

-

58,149

-

118

1,572

3,559

-

LC Corp Invest I Sp. z o.o.

51

-

416

-

6

-

11,903

-

LC Corp Invest II Sp.z o.o.

71

-

14

-

11

-

619

-

LC Corp Invest III Sp. z o.o.

144

-

6,175

-

9

14,222

5,435

-

LC Corp Invest VII Sp. z o.o.

313

-

5,769

-

79

-

16,388

-

LC Corp Invest VIII Sp.z o.o.

1,105

31

10,300

-

182

11

-

-

LC Corp Invest IX Sp.z o.o.

252

-

268

-

19

-

10,856

-

LC Corp Invest X Sp.z o.o

927

22

8,052

-

82

6

7,052

-

LC Corp Invest XI Sp.z o.o.

18

-

-

-

1

-

-

-

LC Corp Invest XII Sp. z o.o.

464

20

14,853

-

59

6

-

-

LC Corp Invest XV Sp. z o.o.

42

-

1,232

-

5

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 1 Sp.k

-

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 2 Sp.k

1,454

40

-

-

114

12

-

-

LC Corp Invest XV Sp. z o.o.Projekt 3 Sp.k

-

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 4 Sp.k

516

-

-

-

66

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 5 Sp.k

-

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 6 Sp.k

227

-

-

-

19

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 7 Sp.k

202

51

-

-

23

7

-

-

LC Corp Invest XV Sp. z o.o.Projekt 8 Sp.k

697

-

-

-

74

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 9 Sp.k

193

-

-

-

30

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 10 Sp.k

211

-

-

-

14

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 11 Sp.k

307

-

-

-

17

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 12 Sp.k.

-

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 14 Sp.k.

-

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Finance S.K.A.

-

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Investments

15

-

-

-

1

-

-

-

S.K.A.

LC Corp Invest XVI Sp. z o.o.

15

-

-

-

1

-

-

-

60

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

LC Corp Invest XVII Sp. z o.o.

15

-

500

-

1

-

-

-

LC Corp Invest XVII Sp. z o.o.Projekt 20 Sp.k

111

-

-

3,088

15

-

-

85,256

LC Corp Invest XVII Sp. z o.o.Projekt 21 Sp.k

107

-

-

-

13

-

-

-

LC Corp Invest XVII Sp. z o.o.Projekt 22 Sp.k

1,045

7

-

-

134

5

-

-

LC Corp Invest XVIII Sp. z o.o.

-

-

-

-

-

-

-

-

LC Corp Invest XVIII Sp. z o.o. Real Estate

-

-

-

-

-

-

-

-

S.K.A.

LC Corp Invest XIX Sp. z o.o. in liquidation

2

-

42

-

-

-

-

-

LC Corp Invest XX Sp. z o.o.

-

-

-

-

-

-

-

-

LC Corp Invest XXI Sp. z o.o.

71

28

384

-

8

-

11,789

-

LC Corp Invest XXII Sp. z o.o.

15

-

-

-

3

-

-

-

LC Corp Invest XXIII Sp. z o.o. in liquidation

2

-

30

-

-

-

-

-

LC Corp Invest XXIV Sp. z o.o.

20

-

-

362

4

-

-

11,104

LC Corp Invest Service S.A.

242

-

-

-

21

-

-

-

Develia Invest Sp. z o.o.

57

-

854

-

7

-

24,327

-

Undertakings related through

-

-

-

-

-

-

-

-

shareholders

Management and Supervisory Board

-

-

-

-

Management Board

-

7,193 (*)

-

-

-

-

-

-

Supervisory Board

-

707 (*)

-

-

-

-

-

-

  1. Remuneration paid

01/01/2019 - 31/12/2019

31/12/2019

Related undertaking

Sale

Purchases

Financial income (interest, dividends)

Financial expenses (interest, discounts)

Trade and other receivables

Trade and other payables

Borrowings and non- current receivables and current financial assets

Financial Liabilities

Shareholders

-

-

-

-

-

-

-

-

Subsidiary undertakings

Arkady Wrocławskie S.A.

2,247

2,565

420

210

776

290

21,597

6,023

Sky Tower S.A.

3,608

2

-

-

1,896

18

-

-

Warszawa Przyokopowa Sp. z o.o.

1,661

853

-

1,394

550

69

-

66,004

Kraków Zielony Złocień Sp. z o.o.

1,709

267

89,507

-

344

10

-

-

LC Corp Invest I Sp. z o.o.

86

-

4,010

-

29

-

11,640

-

LC Corp Invest II Sp.z o.o.

51

-

3

-

11

6

253

-

LC Corp Invest III Sp. z o.o.

314

-

601

-

46

-

5,331

-

LC Corp Invest VII Sp. z o.o.

271

-

10,412

-

53

-

15,381

-

LC Corp Invest VIII Sp.z o.o.

1,241

29

406

-

267

13

-

-

362

-

-

199

-

-

-

LC Corp Invest IX Sp.z o.o.

-

LC Corp Invest X Sp.z o.o

4,064

6,811

55,437

-

107

8

-

-

LC Corp Invest XI Sp.z o.o.

37

-

-

-

17

-

-

-

LC Corp Invest XII Sp. z o.o.

805

-

26,437

-

107

43

-

-

LC Corp Invest XV Sp. z o.o.

43

-

453

-

5

13

-

-

LC Corp Invest XV Sp. z o.o.Projekt 1

52

-

-

-

-

-

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 2

2,085

332

-

-

395

171

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 3

37

-

-

-

-

-

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 4

1,184

-

-

-

183

-

-

-

61

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 5

43

-

-

-

-

-

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 6

684

15

-

-

54

12

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 7

205

51

-

-

62

7

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 8

595

-

-

-

201

-

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 9

754

-

-

-

61

75

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 10

696

1

-

-

56

56

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 11

986

-

-

-

71

-

-

-

Sp.k

LC Corp Invest XV Sp. z o.o.Projekt 12

6

-

-

-

-

-

-

-

Sp.k.

LC Corp Invest XV Sp. z o.o.Projekt 14

27

-

-

-

-

-

-

-

Sp.k.

LC Corp Invest XV Sp. z o.o.Finance

6

-

-

-

-

-

-

-

S.K.A.

LC Corp Invest XV Sp. z o.o.Investments

30

39

-

-

5

33

-

-

S.K.A.

LC Corp Invest XVI Sp. z o.o.

28

-

-

-

10

-

-

-

LC Corp Invest XVII Sp. z o.o.

26

-

3

-

8

-

-

-

LC Corp Invest XVII Sp. z o.o.Projekt 20

2,596

-

55,000

174

979

-

-

82,629

Sp.k

LC Corp Invest XVII Sp. z o.o.Projekt 21

1,833

-

-

-

329

-

-

-

Sp.k

LC Corp Invest XVII Sp. z o.o.Projekt 22

1,077

-

-

-

548

-

-

-

Sp.k

LC Corp Invest XVIII Sp. z o.o.

2

-

-

-

-

-

-

-

LC Corp Invest XVIII Sp. z o.o. Real

-

3

-

-

-

-

-

-

Estate S.K.A.

LC Corp Invest XIX Sp. z o.o.

22

-

16

-

3

-

-

-

LC Corp Invest XXI Sp. z o.o.

94

4

549

-

10

19

11,512

-

LC Corp Invest XXII Sp. z o.o.

28

25

8

-

2

-

-

-

LC Corp Invest XXIII Sp. z o.o.

20

-

-

-

17

-

-

-

LC Corp Invest XXIV Sp. z o.o.

44

20,480

78

-

-

-

-

-

LC Corp Invest Service S.A.

351

-

-

-

64

-

-

-

Develia Invest Sp. z o.o.

27,592

792

180

-

899

-

20,672

-

Undertakings related through

-

-

-

-

-

-

-

-

shareholders

Management and Supervisory Board

Management Board

-

14,213(*)

-

-

-

-

-

-

Supervisory Board

-

627 (*)

-

-

-

-

-

-

  1. Remuneration paid

Related undertaking

01/01/2019 - 30/09/2019

30/09/2019

Sale

Purchases

Financial income (interest, dividends)

Financial expenses (interest, discounts)

Trade and other receivables

Trade and other payables

Borrowings and non- current receivables and current financial assets

Financial Liabilities

Shareholders

-

-

-

-

-

-

-

-

Subsidiary undertakings

Arkady Wrocławskie S.A.

1,307

2,056

735

239

540

245

22,171

6,056

62

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Sky Tower S.A.

2,049

-

-

-

517

-

-

-

Warszawa Przyokopowa Sp. z o.o.

973

642

-

2,215

200

-

-

66,967

Kraków Zielony Złocień Sp. z o.o.

1,255

136

52,039

-

237

-

37,818

-

LC Corp Invest I Sp. z o.o.

51

-

3,992

-

6

-

40,962

-

LC Corp Invest II Sp.z o.o.

43

-

2

-

10

-

102

-

LC Corp Invest III Sp. z o.o.

231

-

450

-

55

-

12,518

-

LC Corp Invest VII Sp. z o.o.

173

-

4,880

-

38

-

20,165

-

LC Corp Invest VIII Sp.z o.o.

878

13

302

-

224

14

8,244

-

LC Corp Invest IX Sp.z o.o.

153

-

-

-

43

-

-

-

LC Corp Invest X Sp.z o.o

3,840

6,789

43,237

-

118

15

-

-

LC Corp Invest XI Sp.z o.o.

15

-

-

-

1

-

-

-

LC Corp Invest XII Sp. z o.o.

689

-

26,437

-

78

-

-

-

LC Corp Invest XV Sp. z o.o.

42

-

453

-

6

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 1 Sp.k

52

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 2 Sp.k

1,512

138

-

-

302

44

-

-

LC Corp Invest XV Sp. z o.o.Projekt 3 Sp.k

37

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 4 Sp.k

905

-

-

-

163

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 5 Sp.k

43

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 6 Sp.k

582

15

-

-

102

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 7 Sp.k

135

34

-

-

44

7

-

-

LC Corp Invest XV Sp. z o.o.Projekt 8 Sp.k

330

-

-

-

86

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 9 Sp.k

650

-

-

-

112

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 10 Sp.k

616

1

-

-

124

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 11 Sp.k

837

-

-

-

90

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 12 Sp.k.

6

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Projekt 14 Sp.k.

27

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Finance S.K.A.

6

-

-

-

-

-

-

-

LC Corp Invest XV Sp. z o.o.Investments

42

30

-

-

5

10

-

-

S.K.A.

LC Corp Invest XVI Sp. z o.o.

15

-

-

-

1

-

-

-

LC Corp Invest XVII Sp. z o.o.

15

-

2

-

1

-

462

-

LC Corp Invest XVII Sp. z o.o.Projekt 20 Sp.k

1,545

-

55,000

-

55,055

-

-

-

LC Corp Invest XVII Sp. z o.o.Projekt 21 Sp.k

1,460

-

-

-

31

-

-

-

LC Corp Invest XVII Sp. z o.o.Projekt 22 Sp.k

468

-

-

-

144

-

-

-

LC Corp Invest XVIII Sp. z o.o.

2

-

-

-

-

-

-

-

LC Corp Invest XVIII Sp. z o.o. Real Estate

-

3

-

-

-

-

-

-

S.K.A.

LC Corp Invest XIX Sp. z o.o. in liquidation

15

-

18

-

1

-

-

-

LC Corp Invest XX Sp. z o.o.

-

-

-

-

-

-

-

-

LC Corp Invest XXI Sp. z o.o.

87

-

398

-

16

-

10,957

-

LC Corp Invest XXII Sp. z o.o.

15

25

8

-

1

-

-

-

LC Corp Invest XXIII Sp. z o.o. in liquidation

15

-

-

-

1

-

-

-

LC Corp Invest XXIV Sp. z o.o.

21

20,480

82

-

7

-

-

-

LC Corp Invest Service S.A.

235

-

-

-

48

-

-

-

Develia Invest Sp. z o.o.

9

-

-

-

2

-

10

-

Undertakings related through

-

-

-

-

-

-

-

-

shareholders

Management and Supervisory Board

-

-

-

-

Management Board

-

10,352

-

-

-

-

-

-

(*)

Supervisory Board

-

459 (*)

-

-

-

-

-

-

  1. Remuneration paid

63

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

3.20 Information about Change in the Way (Method) of Determining Fair Value for Financial Instruments Measured at Fair Value

None occurred.

3.21 Information about Change in Classification of Financial Assets Resulting From Change in Purpose or Utilisation of Such Assets

None occurred.

3.22 Financial Liabilities

3.22.1 Interest-bearing Loans, Borrowings, Bonds and Investment Notes

Non-current

Interest rate

Repayment date

30 September

31 December

2020

2019

Bond scheme (a)

Wibor 6M+margin

20 Mar 2020

-

-

Bond scheme (b)

Wibor 6M+margin

10 May 2021

-

84,899

Bond scheme (c)

Wibor 6M+margin

10 May 2021

-

14,990

Bond scheme (d)

Wibor 6M+margin

6 Oct 2021

24,987

24,978

Bond scheme (e)

Wibor 6M+margin

6 Oct 2021

14,978

14,962

Bond scheme (f)

Wibor 6M+margin

5 Jun 2022

49,841

49,770

Bond scheme (g)

Wibor 6M+margin

28 Feb 2022

44,879

44,815

Bond scheme (h)

Wibor 6M+margin

19 Oct 2020

-

-

Bond scheme (i)

Wibor 3M+margin

19 Oct 2022

19,903

65,561

Bond scheme (j)

Wibor 3M+margin

22 May 2023

59,628

59,519

Investment notes (k)

IRS 2Y of 08/03/2012+margin

30 Nov 2021

6,265

6,023

Investment notes (l)

Wibor 1M of 07/12/2010+margin

09 Dec 2022

45,757

44,305

Borrowing (m)

EURIBOR 1M+margin

indefinite

23,441

21,699

Borrowing (n)

Wibor 6M+margin

indefinite

85,256

82,629

Borrowing (o)

Wibor 6M+margin

indefinite

11,104

-

Borrowing (p)

EURIBOR 1M+margin

indefinite

25,621

-

Borrowing (q)

Wibor 6M+margin

indefinite

2,688

-

414,348

514,150

Current

Interest rate

Repayment date

30 September

31 December

2020

2019

Bond scheme (a)

Wibor 6M+margin

20 Mar 2020

-

65,886

Bond scheme (b)

Wibor 6M+margin

10 Nov 2020 /

86,213

618

10 May 2021

Bond scheme (c)

Wibor 6M+margin

10 Nov 2020 /

15,218

109

10 May 2021

Bond scheme (d)

Wibor 6M+margin

06 Oct 2020

480

309

Bond scheme (e)

Wibor 6M+margin

06 Oct 2020

287

184

Bond scheme (f)

Wibor 6M+margin

05 Dec 2020

543

166

Bond scheme (g)

Wibor 6M+margin

28 Feb 2021

132

757

Bond scheme (h)

Wibor 6M+margin

19 Oct 2020

27,416

34,157

Bond scheme (i)

Wibor 3M+margin

19 Oct 2020

144

693

Bond scheme (j)

Wibor 3M+margin

23 Nov 2020

227

342

Investment notes (k)

IRS 2Y of 08/03/2012+margin

30 Nov 2021

-

-

64

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

Investment notes (l)

Wibor 1M of 07/12/2010+margin

09 Dec 2022

-

-

Borrowing (m)

EURIBOR 1M+margin

indefinite

-

-

Borrowing (n)

Wibor 6M+margin

indefinite

-

-

Borrowing (o)

Wibor 6M+margin

indefinite

-

-

Borrowing (p)

EURIBOR 1M+margin

indefinite

-

-

Borrowing (q)

Wibor 6M+margin

indefinite

-

-

130,660

103,221

  1. Coupon bonds - the issue of 20 March 2015, including 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 under a Bond Issue Agreement concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 20 March 2020, the Company redeemed the bonds.
  2. Coupon bonds - the issue of 10 May 2016, including 85,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 85,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
    On 23 December 2016, the assimilation of the bonds of the series in question with the bonds issued on 19 August
    2016 took place on the "Catalyst" bond market.
  3. Coupon bonds - the issue of 19 August 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 10 May 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
    On 23 December 2016, the assimilation of the bonds of the series in question with the bonds issued on 10 May
    2016, took place on the "Catalyst" bond market.
  4. Coupon bonds - the issue of 6 October 2016, including 25,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 25,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of the bonds of the series in question with the bonds issued on 27 October 2016 took place on the "Catalyst" bond market.
  5. Coupon bonds - the issue of 27 October 2016, including 15,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 15,000,000 under a Bond Issue Agreement with the redemption date set at 6 October 2021 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw. On 25 April 2017, the assimilation of the bonds of the series in question with the bonds issued on 6 October 2016, took place on the "Catalyst" bond market.
  6. Coupon bonds - the issue of 5 December 2017, including 50,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 50,000,000 under a Bond Issue Agreement with the redemption date set at 5 June 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
  7. Coupon bonds - the issue of 28 February 2018, including 45,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 45,000,000 under a Bond Issue Agreement with the redemption date set at 28 February 2022 concluded with the banks Pekao S.A., having its registered office in Warsaw, and mBank S.A., having its registered office in Warsaw.
  8. Coupon bonds - the issue of 19 October 2018, including 34,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 34,000,000 under a Bond Issue Agreement with the redemption date set at 19 October 2020 concluded with mBank S.A., having its registered office in Warsaw. On 29 September 2020, the

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Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption. On 19 October 2020, the Company redeemed the bonds of PLN 27,000,000.

  1. Coupon bonds - the issue of 19 October 2018, including 66,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 66,000,000 under a Bond Issue Agreement with the redemption date set at 19 October 2022 concluded with mBank S.A., having its registered office in Warsaw. The Company received calls for early redemption in the total amount of PLN 46,000,000, the early redemption date falls on 20 July 2020 it purchased, before the bond's maturity date, obligations amounting to PLN 46,000,000. The value of obligations still outstanding and to be redeemed on 19 October 2022 equals PLN 20,000,000.
  2. Coupon bonds - the issue of 22 May 2019, including 60,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 60,000,000 under a Bond Issue Agreement with the redemption date set at 22 May 2023 concluded with mBank S.A., having its registered office in Warsaw.
  3. Investment notes - the issue of 9 March 2012 of seven investment notes having a par value of PLN 2,000,000 each, taken up by a subsidiary - Arkady Wrocławskie S.A. On 31 January 2014, an amendment was signed to reschedule the redemption date of the notes from 31 January 2014 to 31 January 2017. On 30 January 2017, an amendment was signed to reschedule the redemption date of the notes from 31 January 2017 to 30 November 2017. On 30 November 2017, an amendment was signed to reschedule the redemption date of the notes from 30 November 2017 to 30 November 2019. On 27 November 2019, an amendment was signed to reschedule the redemption date of the notes for 30 November 2021.
  4. As at 30 June 2020, there are still two notes to be redeemed. Investment notes - the issue of 9 December 2010 of thirty investment notes having a par value of PLN 1,000,000 each, taken up by a subsidiary - Warszawa Przyokopowa Sp. z o.o. On 9 December 2013, an amendment was signed to reschedule the redemption date of the notes from 9 December 2013 to 9 December 2016. On 28 November 2016, an amendment was signed to reschedule the redemption date of the notes for 9 December 2019. On 27 November 2019, an amendment was signed to reschedule the redemption date of the notes to 9 December 2022.
  5. Borrowing - on 27 February 2019, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o. under which a sum of EUR 5,000,000 was borrowed for an indefinite period of time.
  6. Borrowing - on 18 December 2019, Develia S.A. entered into a borrowing agreement with LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. under which a sum of PLN 82,500,000 was borrowed for an indefinite period of time.
  7. Borrowing - on 24 January 2020, Develia S.A. entered into a borrowing agreement with LC Corp Invest XXIV Sp. z o.o. under which a sum of PLN 11,000,000 was borrowed for an indefinite period of time. As at the balance- sheet date, the loan balance was PLN 10,800,000. After the balance-sheet date, i.e. on 1 October 2020, a subsidiary - LC Corp Invest XXIV Sp. z o.o. merged with Develia S.A. by taking over the subsidiary's assets by
    Develia S.A.. Develia S.A. acquired and assumed, by way of universal succession, all rights and obligations of the acquired company.
  8. Borrowing - on 24 February 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o. under which a sum of PLN 25,000,000 was borrowed for an indefinite period of time.
  9. Borrowing - on 27 March 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o. under which a sum of EUR 587,000 was borrowed for an indefinite period of time.

3.22.2 Information about Issue, Redemption and Repayment of Debt and Equity Securities

In the period of 9 months ended 30 September 2020, the following bonds were issued and redeemed:

  • On 20 March 2020, 65,000 five-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 65,000,000 were redeemed.

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    • On 20 July 2020, 46,000 four-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 46,000,000 were redeemed before maturity date.
  • On 29 September 2020, the Company acquired 7,000 its own bonds of PLN 1,000 each for the purpose of redemption.
  • After the balance-sheet, on 7 October 2020, 70,000 three-year unsecured coupon bonds having a par value of PLN 1,000 each and a total nominal value of PLN 70,000,000 were issued under a Bond Issue Agreement with the redemption date set at 6 October 2023, concluded with mBank S.A., having its registered office in Warsaw.
  • After the balance-sheet date, on 19 October 2020, 27,000 two-year unsecured coupon bonds of PLN 1,000 each and a total nominal value of PLN 27,000,000 were redeemed.

Changes to Documentation of Bond Issue Programme

On 5 March 2020, the Issuer and mBank S.A. concluded an amendment to the programme agreement of 2 October 2018 ("the Programme Agreement") under which the Issuer set up a bond issue programme for its bonds up to the total amount (nominal value) of issued and outstanding bonds of PLN 400,000,000 ("the Issue Programme"). The amendment to the Programme Agreement is designed to adapt both the Programme Agreement and documentation relating to the Issue Programme to amended provisions of law that apply to the issue of bonds. Bonds issued under the amended Issue Programme ("the Bonds") will be tendered for purchase pursuant to Article 33(1) or (2) of the Bonds Act of 15 January 2015.

In the period of 9 months ended 30 September 2020, no notes were bought out.

3.22.3 Taking out and Repayment of Bank Loans and Borrowings

In the period of 9 months ended 30 September 2020, no bank loan was taken by the Company.

In the period of 9 months ended 30 September 2020, the Company took on the following commitments in the form of borrowings:

  • On 24 January 2020, Develia S.A. entered into a borrowing agreement with LC Corp Invest XXIV Sp. z o.o., under which a sum of EUR 11,000,000 was borrowed on arm's length conditions for an indefinite period of time. On 8 and 29 April, the Company repaid a portion of the borrowings in the total amount of PLN 200,000.
  • On 24 February 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o., under which a sum of PLN 25,000,000 was borrowed on arm's length conditions for an indefinite period of time.
  • On 19 March 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o., under which a sum of PLN 100,000,000 was borrowed on arm's length conditions for an indefinite period of time (an amount of PLN 85,000,000 was drawn down). The borrowing was paid off in full on 31 March 2020.
  • On 27 March 2020, Develia S.A. entered into a borrowing agreement with Warszawa Przyokopowa Sp. z o.o., under which a sum of EUR 587,000 was borrowed for an indefinite period of time.

3.22.4 Collateral

As at 30 September 2020, the repayment of loans taken out by Develia S.A. 's subsidiaries was secured mainly by:

  • Pledge on the shares of Arkady Wrocławskie S.A. held by Develia S.A. - up to the amount of EUR 37,500,000;
  • Registered pledges on all shares of Sky Tower S.A., together with a financial pledge of up to EUR 90,000,000;
  • On 8 February 2018, Develia S.A. provided security to mBank Hipoteczny S.A. and mBank S.A. for the loan agreement concluded on 20 December 2017 between LC Corp Invest XVII sp. z o.o. Projekt 22 Sp. k., as the borrower, and mBank Hipoteczny S.A. and mBank S.A. The said security includes: subordination agreement on

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accounts receivable concluded by the borrower, Develia S.A. and other subsidiaries of the Issuer - LC Corp Invest XVII Sp. z o.o. and LC Corp Invest I Sp. z o.o., making them subordinated creditors, and mBank S.A. and mBank Hipoteczny S.A. as senior creditors; support agreement concluded between the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. - as the guarantor, under which the guarantor will be obliged to provide financial support to the borrower under the circumstances specified in the said agreements, along with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure up to the amount of EUR 3,576,261.90; contract of surety concluded by the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A., under which Develia S.A. will stand surety for the borrower up to a partial amount of the borrower's liabilities as a result of achieving a certain level of DSCR; commitment to enter into a support agreement with the borrower, mBank Hipoteczny S.A., mBank S.A. and Develia S.A. as the guarantor, pursuant to which the guarantor will be obliged, under the circumstances specified in the said agreement, to provide financial support to the borrower, along with Develia S.A.'s declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure up to the amount of EUR 558,660.50; registered pledges in favour of mBank Hipoteczny S.A. and mBank S.A. established by Develia S.A., as the limited partner, along with a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure.

3.23 Information Concerning Paid Out (or Declared) Dividend, in Total and Per Share, in Breakdown by Ordinary and Preference Shares

On 31 August 2020, the Ordinary General Meeting of Develia S.A. adopted a resolution on the payment of dividend. The dividend was paid out on 02 October 2020 - see Section 2.27 for details.

3.24 Events Subsequent to 30 September 2020, Not Disclosed in These Statements, Which Could Have Material Bearing on Future Financial Results of Issuer

Relevant events that occurred after 30 September 2020 are presented in item 2.28 and 2.29.

3.25 Information on Changes in Contingent Liabilities or Contingent Assets After the End of Last Accounting Year

As from the end of the last financial year, there were no significant changes with regard to the Company's contingent liabilities or contingent assets.

In addition to the contingent liabilities serving as security for the bank loans described in detail in Note 3.22.4, the Company has contingent liabilities arising from a contingent fee of PLN 63,000 for the removal of trees, necessary to implement a project at Rokokowa street in Warsaw.

In addition to the foregoing, as a result of the disposal of real property by entities controlled by the Company, the Company guaranteed that the said entities would discharge their obligations arising from the Agreement concluded.

In pursuance of the Sales and Purchase Agreements covering two real properties: Silesia Star in Katowice and Retro Office House in Wrocław, the Company furnished the Purchasers, Ingadi spółka z ograniczoną odpowiedzialnością ("Ingadi") and Artigo spółka z ograniczoną odpowiedzialnością ("Artigo"), with rent guarantees issued for a five-year period (covering, inter alia, vacant floor space), secured by suretyship provided by the Company (as the surety of LC Corp Invest XVII Sp. z o.o. Projekt 20 Sp. k. ("P20") and LC Corp Invest XVII Sp. z o.o. Projekt 21 Sp. k. ("P21"), acting as the Sellers and debtors). In relation to the aforesaid suretyship, the Company will guarantee that:

  1. obligations and liabilities arising from the Final Agreements will be discharged by P20 and P21, and
  2. obligations and liabilities of P20 and P21 relating to finish works to be done by tenants designated in the Final Agreements will be discharged by P20 and P21, and
  3. obligations and liabilities of P20 and P21 arising from the rent guarantee agreements contemplated in the Preliminary Sales and Purchase Agreements will be discharged by P20 and P21, and
  4. the Company will incur debts of P20 and P21 arising from obligations and liabilities of P20 and P21 under the Final Agreements and rent guarantee agreements if the Sellers have ceased their operations, have gone into liquidation or have been dissolved, which circumstances will be described in the surety arrangement.

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In pursuance of the Sales and Purchase Agreement covering the real property called "Wola Center" in Warsaw, the Company has undertaken to the Purchaser to stand surety for the Seller - Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością and the debtor. Under the said commitment the Company guaranteed, among other things, that:

  1. The Seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa, acting as the Seller, arising from agreements covering the subject-matter of the Transaction, and
  2. The Company would incur debts of WP arising from obligations and liabilities of WP under the FSPA, if the Seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,
    1. The contractual penalty would be paid, should the Purchaser withdraw from the agreement due to reasons attributable to the Seller.

Apart from the aforesaid contingent liabilities arising from security for bank loans contingent fees relating to the removal of trees and arising from the real property sales and purchase agreements entered into, as at 30 September 2020, the Company did not have any other significant contingent liabilities.

3.26 Other Information Deemed by Issuer as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations

Apart from the events referred to herein, in the reporting period ended 30 September 2020 there were no other events concerning Develia S.A., which would have any impact on the assessment of personnel, assets and financial standing and on the evaluation of the Issuer's feasibility of discharging its obligations.

3.27 Revenue and Profit-Loss Attributable to Respective Operating Segments

For management purposes, Develia S.A. distinguishes two reporting operating segments:

  • property development activity segment
  • holding (other) activity segment

The tables presented below show data concerning revenues and expenses of the Company's individual segments for the period of 9 months ended 30 September 2020 and 30 September 2019.

Property

Holding (other)

Period of 9 months ended 30 September 2020

development

TOTAL

activity

activity

Operating income

Revenue from sale of services, products and goods

22,408

13,081

35,489

Revenue from interest and discounts

-

3,688

3,688

Revenue from dividend

-

235,559

235,559

Other financial income

-

7,235

7,235

Other operating income

-

475

475

Total operating income

22,408

260,038

282,446

Operating expenses

Operating expenses, cost of sold products and goods

(21,314)

(25,544)

(46,858)

Costs of interest and discounts

-

(7,370)

(7,370)

Other financial expenses

-

(862)

(862)

Other operating expenses

-

(55)

(55)

Total operating expenses

(21,314)

(33,831)

(55,145)

Pre-tax profit/(loss)

1,094

226,207

227,301

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Income tax (tax expense)

(208)

454

246

Net profit/(loss) on continued operations

886

226,661

227,547

Discontinued operations

Profit (loss) on discontinued operations in the financial year

-

-

-

Net profit/(loss)

886

226,661

227,547

Other comprehensive income

Other components of comprehensive income

-

-

-

Income tax relating to other components of comprehensive income

-

-

-

Other comprehensive income (net)

-

-

-

Total comprehensive income

886

226,661

227,547

Property

Holding (other)

Period of 9 months ended 30 September 2019

development

TOTAL

activity

activity

Operating income

Revenue from sale of services, products and goods

-

18,428

18,428

Revenue from interest and discounts

-

8,531

8,531

Revenue from dividend

-

180,078

180,078

Other financial income

-

4

4

Other operating income

-

93

93

Total operating income

-

207,134

207,134

Operating expenses

Operating expenses, cost of sold products and goods

(1,285)

(32,763)

(34,048)

Costs of interest and discounts

-

(14,896)

(14,896)

Other financial expenses

-

(5,224)

(5,224)

Other operating expenses

-

(802)

(802)

Total operating expenses

(1,258)

(53,712)

(54,970)

Pre-tax profit/(loss)

(1,258)

153,422

152,164

Income tax (tax expense)

244

(7,383)

(7,139)

Net profit/(loss) on continued operations

(1,014)

146,039

145,025

Discontinued operations

Profit (loss) on discontinued operations in the financial year

-

-

-

Net profit/(loss)

(1,014)

146,039

145,025

Other comprehensive income

Other components of comprehensive income

-

-

-

Income tax relating to other components of comprehensive income

-

-

-

Other comprehensive income (net)

-

-

-

Total comprehensive income

(1,014)

146,039

145,025

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4. MANAGEMENT BOARD'S COMMENTS ON ACTIVITY OF ISSUER AND ITS GROUP

4.1 Main Achievements and Failures of Develia S.A. Group

The Group's operations are centred around Poland, and specifically the key locations of Poland's biggest cities: Warsaw, Wrocław, Cracow, Gdańsk and Katowice.

Revenues earned within the period of 9 months ended 30 September 2020 came from the development activities performed by the Group companies on the domestic market - in Warsaw, Wrocław, Cracow and Gdańsk.

In total, 781 residential and business units were sold in the period of 9 months ended 30 September 2020 (preliminary sales agreements/development agreements; withdrawals from agreements taken into account), which was 16% fewer than in the corresponding period of the previous year, whereas 746 residential and business units were delivered (the sale reported in the income statement), which was 58% less than in the period of 9 months ended 30 September 2019.

The below table presents in detail sales in individual cities for Q3 2020 and for the period of 9 months ended 30 September 2020, including comparatives for 2019 (figures shown in the tables refer to the number of residential and business premises).

pre-sales

City

3Q 2019

3Q 2020

Jan-Sep 2019

Jan-Sep 2020

Warsaw

91

96

359

222

Wrocław

62

73

182

199

Cracow

73

55

175

124

Gdańsk

67

128

191

210

Łódź

0

0

4

0

Katowice

17

6

17

26

TOTAL

310

358

928

781

+15%

-16%

delivery

City

3Q 2019

3Q 2020

Jan-Sep 2019

Jan-Sep 2020

Warsaw

96

2

962

226

Wrocław

2

60

164

60

Cracow

2

102

357

356

Gdańsk

5

100

291

104

Łódź

0

0

4

0

Katowice

0

0

0

0

TOTAL

105

264

1778

746

+151%

-58%

offer

City

sold

on offer *

to be included in offer

total for sale

Warsaw

5,536

253

1,791

2,044

Wrocław

3,361

283

963

1,246

Cracow

3,037

391

2,109

2,500

Gdańsk

1,699

523

1,456

1,979

Łódź

60

0

275

275

Katowice

73

191

956

1,147

TOTAL

13,766

1,641

7,550

9,191

  1. including Ceglana Park Stage 2 (178 premises), Centralna Park Stage 6 (270 premises), Osiedle Latarników Stage 2 (218 premises) - introduced to sales, construction not started yet

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The below item describes the Group's projects - implemented, under construction and at the preparatory stage as at 30 September 2020.

4.1.1 Development Projects - Implemented Commercial Projects

Construction

Name of Project

City

District

Segment

Completion

Area (sq m)

Date

Wola Retro

Warsaw

Wola

Office and

Q3 2019

25,954

services

Arkady Wrocławskie

Wrocław

Krzyki

Office, retail and

Q2 2007

38,638

services

Sky Tower

Wrocław

Krzyki

Office, retail and

Q1 2013

53,859

services

Wola Center *

Warsaw

Wola

Office and

Q3 2013

33,283

services

Retro Office House *

Wrocław

Stare Miasto

Office and

Q1 2018

21,914

services

Silesia Star *

Katowice

Bogucice

Office and

Q4 2014

14,969

(Building A)

Zawodzie

services

Silesia Star *

Katowice

Bogucice

Office and

Q3 2016

14,210

(Building B)

Zawodzie

services

  • parcels of land, on which the "Retro Office House" building (in Wrocław) and the "Silesia Star" Buildings A & B (in Katowice) had been erected, were disposed of by Group companies in 2019, whereas the "Wola Center" building in Warsaw in 2020.

The following table presents NOI for commercial real property of the Company in Q3 2019 and Q3 2020 and WALT as at 30 September 2020:

NOI for commercial real property (EUR million)

Q3 2019

Q3 2020

WALT Q3 2020

Arkady Wrocławskie

3.18

2.69

Office area - 2.7

Retail area - 2.9

Sky Tower

4.31

4.28

Office area - 3.9

Retail area - 4.7

Wola Retro

n/a

1.71

Office area - 7.6

Retail area - 10.8

The following table shows the valuations of commercial buildings made by valuers or the Management Board of the Company as at 30 September 2020:

Real property

30/09/2020

Yield

Valuation in EUR

Arkady Wrocławskie *

services

8.05%

48,060,000

offices

8.05%

services

7.25%

Sky Tower

B1 & B3 offices

6.75%

115,670,000

B2 offices

6.75%

Wola Retro

offices

5.70%

73,550,000

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Housing Projects

Construction

Number of

Apartments and

Name of Project

City

District

Segment

Completion

Area (sq m)

Commercial

Date

Premises

Przy Promenadzie

Warsaw

Praga-Południe

Apartments,

Q4 2010

730

48,160

(stage 1-3)

services

Przy Promenadzie

Warsaw

Praga-Południe

Apartments,

Q3 2016

202

9,773

(stage 4)

services

Rezydencja Kaliska

Warsaw

Śródmieście-

Apartments,

Q1 2011

101

7,430

Ochota

services

Q4 2012

114

6,918

Q3 2014

229

13,141

Powstańców 33

Ząbki near

Apartments,

Q3 2016

230

13,635

(stage 1-5)

Warsaw

services

Q3 2018

165

10,045

Q2 2019

123

6,958

Q4 2014

192

10,008

Q4 2015

112

5,628

Q1 2018

157

7,982

Na Woli

Warsaw

Wola

Apartments,

Q4 2018

150

7,586

(stage 1-8)

services

Q1 2019

147

7,565

Q2 2019

147

7,554

Q4 2019

301

15,610

Q3 2020

177

9,547

Poborzańska

Warsaw

Targówek

Apartments,

Q2 2016

91

4,189

services

Q2 2016

140

7,409

Mała Praga

Warsaw

Praga Południe

Apartments,

Q3 2017

217

11,359

(stage 1-4)

services

Q1 2018

158

8,124

Q1 2019

235

12,058

Q4 2017

170

8,988

Korona Pragi

Warsaw

Praga Południe

Apartments,

Q3 2018

171

8,992

(stage 1-3)

services

Q4 2018

173

9,086

Q2 2017

159

8,604

Krzemowe

Warsaw

Mokotów

Apartments

Q4 2017

244

11,917

(stage 1-3)

Q4 2018

130

6,622

Q3 2012

176

9,352

Maestro

Wrocław

Krzyki-Jagodno

Apartments

Q3 2013

160

8,829

(stage 1-3)

Q3 2017

125

7,126

Q2 2013

72

2,819

Potokowa

Wrocław

Maślice

Apartments and

Q3 2013

42

4,486

(stage 1-3)

houses

Q2 2014

73

3,621

Graniczna

Wrocław

Fabryczna

Apartments

Q3 2013

173

9,200

73

DEVELIA S.A. GROUP

QR for 3Q 2020

CONSOLIDATED QUARTERLY REPORT

(stage 1-6)

Q3 2014

179

8,716

Q4 2015

187

9,688

Q2 2016

125

6,449

Q4 2016

168

9,103

Q3 2017

168

9,119

Nowalia

Wrocław

Klecina

Terraced houses

Q1 2014

44

4,634

Brzeska 5

Wrocław

Krzyki

Apartments,

Q4 2014

167

7,889

services

Stabłowicka 77

Wrocław

Fabryczna

Apartments

Q3 2014

73

4,259

(stage 1-2)

Q1 2015

60

3,159

Dolina Piastów

Wrocław

Fabryczna

Apartments

Q2 2016

176

9,278

Nowa Tęczowa

Wrocław

Stare Miasto

Apartments,

Q1 2018

212

10,025

services

Sołtysowicka

Wrocław

Sołtysowice

Apartments

Q1 2018

165

9,486

Między Parkami

Wrocław

Klecina

Apartments

Q1 2019

164

8,607

(stage 1)

Małe Wojszyce

Wrocław

Wojszyce

Apartments

Q2 2020

63

3,636

Q4 2011

120

6,624

Q4 2012

164

8,960

Q3 2014

42

2,162

Słoneczne Miasteczko

Cracow

Bieżanów-

Apartments

Q4 2015

120

6,498

(stage 1-8)

Prokocim

Q2 2017

108

5,894

Q4 2018

108

5,903

Q1 2019

108

5,878

Q3 2020

108

5,806

Okulickiego 59

Cracow

Mistrzejowice

Apartments,

Q4 2012

146

6,701

services

Q2 2015

164

8,011

Grzegórzecka

Cracow

Śródmieście

Apartments,

Q4 2015

149

7,042

(stage 1-4)

services

Q1 2016

85

4,562

Q1 2017

242

11,928

Q2 2017

150

7,055

Q1 2018

130

6,190

Centralna Park

Cracow

Czyżyny

Apartments

Q4 2018

264

12,941

(stage 1-5)

Q4 2019

151

7,459

Q1 2020

103

5,183

5 Dzielnica

Cracow

Krowodrza

Apartments,

Q1 2017

190

10,018

(stage 1-2)

services

Q3 2017

113

5,678

Przy Srebrnej

Gdańsk

Łostowice

Apartments,

Q4 2012

72

3,795

74

DEVELIA S.A. GROUP

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(stage 1-4)

services

Q3 2014

28

1,734

Q4 2014

46

2,104

Q3 2016

32

1,687

Q1 2018

65

2,940

Q4 2018

65

2,949

Świętokrzyska Park

Gdańsk

Łostowice

Apartments

Q2 2019

65

2,936

(stage 1-5)

Q4 2019

65

2,939

Q3 2020

108

5,306

Przy Alejach

Gdańsk

Zaspa

Apartments

Q2 2016

110

5,521

(stage 1-2)

Q2 2017

97

5,087

Bastion Wałowa

Gdańsk

Śródmieście

Apartments

Q4 2017

230

12,336

(stage 1-2)

Q4 2018

230

12,339

Dębowa Ostoja

Łódź

Bałuty

Terraced houses

Q3 2011

22

4,548

(1 stage)

Pustynna 43

Łódź

Górna

Apartments

Q4 2012

38

2,884

(1 stage)

Total

11,975

643,969

As at 30 September 2020, the Group failed to deliver 223 premises located in the aforesaid competed projects.

4.1.2 Development projects under Construction Housing Projects

Planned

Number of

Name of Project

City

District

Segment

Construction

Apartments and

Area (sq m)

Completion

Commercial

Date

Premises

Na Woli

Warsaw

Wola

Apartments,

Q4 2021

305

15,873

(stage 9)

services

Mały Grochów

Warsaw

Grochów

Apartments,

Q1 2021

105

5,338

(stage 1-2)

services

Q1 2021

137

7,014

Rokokowa Residence

Warsaw

Bielany

Apartments,

Q1 2021

29

3,548

houses

Mała Praga

Warsaw

Praga Południe

Apartments,

Q4 2021

48

2,940.36

(stage 5)

services

Kamienna

Wrocław

Huby

Apartments,

Q1 2021

253

13,082

(stage 1-2)

services

Q1 2021

186

9,761

Nowa Racławicka

Wrocław

Krzyki

Apartments

Q1 2021

231

13,297

Między Parkami

Wrocław

Klecina

Apartments

Q4 2021

202

12,972

(stage 2)

Słoneczne Miasteczko

Cracow

Bieżanów-

Apartments

Q1 2021

102

5,865

75

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

(stage 9 - 11)

Prokocim

Q3 2021

124

8,641

Q1 2022

102

5,687

Przy Mogilskiej

Cracow

Prądnik

Apartments

Q2 2021

65

3,031

(stage 1)

Czerwony

Świętokrzyska Park

Gdańsk

Łostowice

Apartments

Q4 2020

54

2,654

(stage 6-7)

Q2 2021

108

5,146

Wałowa

Gdańsk

Śródmieście

Apartments

Q4 2020

140

7,192

(stage 3-4)

Q4 2020

115

4,068

Osiedle Latarników

Gdańsk

Letnica

Apartments,

Q4 2021

135

7,677

(stage 1)

services

Baltea

Gdańsk

Przymorze

Apartments,

Q4 2022

239

15,221

services

Ceglana Park

Katowice

Brynów

Apartments,

Q4 2020

86

5,305

(stage 1)

services

Total

2,766

154,310

As at 30 September 2020, the Group had sold 1.816 premises which were under construction at that time.

4.1.3 Development Projects in Preparation (Currently Land Banked)

Commercial Projects

Name of Project

City

GLA

Planned Construction

(sq m)

Commencement Date

Kolejowa

Wrocław

33,000

Q2 201

Housing Projects

Number of

Name of Project

City

Apartments and

Area (sq m)

Commercial

Premises

Trzcinowa

Warsaw

167

8,833

Toruńska

Warsaw

196

10,219

Jagiellońska

Warsaw

162

8,362

Podskarbińska

Warsaw

1,266

67,030

Reszelska

Wrocław

84

5,337

76

DEVELIA S.A. GROUP

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Reja

Wrocław

61

2,954

Mglista

Wrocław

48

2,970

Orawska

Wrocław

644

34,526

Cynamonowa

Wrocław

126

6,516

Vratislavia Reidence

Wrocław

-

-

(*)

(Malin)

Słoneczne Miasteczko

Cracow

412

23,418

Przy Mogilskiej

Cracow

273

12,312

Grzegórzecka

Cracow

471

25,699

Centralna Park

Cracow

864

46,629

Braci Czeczów

Cracow

89

5,000

Świętokrzyska Park

Gdańsk

259

13,626

Przy Alejach

Gdańsk

48

2,891

(stage 3)

Ptasia

Gdańsk

158

7,991

Osiedle Latarników

Gdańsk

170

9,110

Marinus

Gdańsk

87

5,049

Bajkowy Park

Gdańsk

754

43,628

Ceglana Park

Katowice

956

51,937

Pustynna 43

Łódź

114

8,286

Dębowa Ostoja

Łódź

161

24,479

(**)

Total

7,550

426,801

  1. The Malin Project was not taken into consideration for the calculation of land bank as at 30/09/2020

77

DEVELIA S.A. GROUP

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  1. the list does not include Ceglana Park Stage 2 (178 premises), Centralna Park
    Stage 6 (270 premises), Osiedle Latarników Stage 2 (218 premises) - included in offer before 30/09/2020

4.2 Description of Factors and Events, Particularly Non-typical Ones, Which Have Significant Impact on Achieved Financial Results

No special or uncommon events occurred, which could affect the produced financial results.

4.3 Management Board's Opinion Regarding Feasibility of Meeting Earlier Published Financial Forecasts for Given Year, in View of Results Presented in This Quarterly Report as Compared to Forecast Results

The Issuer did not publish any financial forecasts for the year 2020.

4.4 Ownership Structure of Issuer's Qualifying Holding

As at 30 September 2020 the share capital of Develia S.A. amounted to PLN 447,558,311 and was divided into 447,558,311 ordinary bearer shares carrying one vote at the General Meeting, with a par value of PLN 1.00 each.

Ownership structure of qualifying holding as at the date of submitting semi-annual consolidated financial statements for

Q3 2020, according to information obtained by Issuer:

Number of

Number of

Share (%) in total

Shareholder

Share in Share Capital (%)

vote at general

shares

votes

meeting

Nationale-Nederlanden Otwarty Fundusz

83,470,921

83,470,921

18.65 %

18.65 %

Emerytalny

Otwarty Fundusz Emerytalny PZU "Złota

77,195,648

77,195,648

17.25 %

17.25 %

Jesień"

AVIVA Otwarty Fundusz Emerytalny AVIVA

59,612,000

59,612,000

13.32%

13.32%

Santander

MetLife Otwarty Fundusz Emerytalny

34,528,295

34,528,295

7.71%

7.71%

Ownership Structure of Qualifying Holding as at Date of Submitting Financial Statements for H1 2020, According to Information Obtained by Issuer:

Number of

Number of

Share (%) in total

Shareholder

Share in Share Capital (%)

vote at general

shares

votes

meeting

Nationale-Nederlanden Otwarty Fundusz

83,470,921

83,470,921

18.65 %

18.65 %

Emerytalny

Otwarty Fundusz Emerytalny PZU "Złota

77,195,648

77,195,648

17.25 %

17.25 %

Jesień"

78

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

AVIVA Otwarty Fundusz Emerytalny AVIVA

59,612,000

59,612,000

13.32%

13.32%

Santander

MetLife Otwarty Fundusz Emerytalny

34,528,295

34,528,295

7.71%

7.71%

On 18 June 2020, Aegon Otwarty Fundusz Emerytalny gave the Issuer a notice that as a consequence of a transaction consisting in the disposal of shares, made on 16 June 2020 and settled on 18 June 2020, the fund decreased its shareholding in Develia S.A. ("the Company") below five per cent of votes of the General Meeting. Prior to the disposal of shares, Aegon Otwarty Fundusz Emerytalny held 23,031,601 Company's shares, accounting for 5.15 per cent of share in the share capital, and 23,031,601 votes attaching to the shares, representing 5.15 per cent of total vote. Following the said transaction the fund held 16,831,601 Company's shares, accounting for 3.76 per cent of share in the share capital, and 16,831,601 votes attaching to the shares, representing 3.76 per cent of total vote.

Except for the foregoing changes, within the period from the submission of the H1 2020 report to the date of the preparation hereof, nothing else changed significantly in the ownership structure of the Issuer's qualifying holding.

4.5 Issuer's Shares or Rights (Options) Thereto Held by Persons Responsible for Management and Supervision of Issuer as at Date of Release of Q3 2020 Report, Including Changes in Number of Shares or Rights Thereto Owned by Such Persons in Period Following Submission of Previous Quarterly Report

Holding of the

Holding of the

Issuer's shares as

Issuer's shares

Full name

Function in the body

at 08/09/2020

Decrease

Increase

as at 16/11/2020

Supervisory staff

Jacek Osowski

Chairman of Supervisory

-

-

-

-

Board

Artur Osuchowski

Vice Chairman of

-

-

-

-

Supervisory Board

Paweł Małyska

Member of Supervisory

-

-

-

-

Board

Piotr Kaczmarek

Member of Supervisory

-

-

-

-

Board

Robert Pietryszyn

Member of Supervisory

-

-

-

-

Board

Piotr Pinior

Member of Supervisory

-

-

-

-

Board

Marcin Eckert 1)

Member of Supervisory

n/a

n/a

n/a

-

Board

  1. A Supervisory Board Member as of 6 October 2020.

Management staff

Paweł Ruszczak

acting President of

35,200

-

-

35,200

Management Board

Tomasz Wróbel

Member of

-

-

-

-

Management Board

Mirosław Kujawski

Member of

-

-

-

-

Management Board

79

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

4.6 Information about Proceedings Before Courts, Relevant Arbitration Authority or Public Administration Authority

In the period of 9 months ended 30 September 2020, there were no significant proceedings before the court or arbitration or public administration authorities with regard to liabilities or receivables of Develia S.A. or its subsidiaries, the value of which would have an important bearing on the financial standing of the Group companies. The subsidiary undertakings of Develia S.A. are parties to court and public administration proceedings whose value is insignificant for their operations or financial standing. The vast majority of other cases relate to claims lodged by subsidiaries of Develia S.A. against their debtors. Provisions for legal actions are shown in Note 2.14 and 3.10 to the Financial Statements.

4.7 Information on Single or Many Transactions Concluded by Issuer or Its Subsidiary Undertaking with Related Entities (If Made on Terms Other Than at Arm's Length)

In the discussed reporting period neither the Issuer not its subsidiary undertakings concluded with a related entity any transactions, which were effected on the terms other than at arm's length.

4.8 Information about Loan or Borrowing Surety or Guarantee Granted by ISSUER or Its Subsidiary Undertaking

In pursuance of the Preliminary Sales and Purchase Agreement, the Company undertook to the Purchaser to stand surety for the Seller, Warszawa Przyokopowa Sp. z o.o., under which it guaranteed that:

  1. The seller would perform the obligations and discharge the liabilities of Warszawa Przyokopowa Sp. z o.o., as the seller, arising from agreements covering the subject-matter of the transaction, and
  2. The Company would incur debts of Warszawa Przyokopowa Sp. z o.o. arising from obligations and liabilities of that company under the Sales and Purchase Agreement, if the seller ceased its operations, went into liquidation or was dissolved, which circumstances were described in the surety arrangements,
  3. The contractual penalty would be paid, should the purchaser withdraw from the preliminary agreement due to reasons attributable to the seller.

In the reporting period ended 30 September 2020, neither the Issuer nor any of its subsidiaries gave any significant surety or guarantee to the benefit of other entities, except for those mentioned above.

4.9 Other Information Deemed by Group as Relevant for Assessment of Its Personnel, Assets, Financial and Profit/Loss Standing and Changes Thereof and Information Relevant for Feasibility of Fulfilling Its Obligations

Apart from the events referred to herein, in the reporting period ended 30 September 2020 there were no other events concerning the Group, which would have any impact on the assessment of personnel, assets and financial standing and on the evaluation of the Issuer's feasibility of discharging its obligations.

4.10 Factors Which in Issuer's Opinion May Affect Its Performance at Least in Perspective of Following Quarter

The results achieved by the Develia S.A. Group will be highly affected by a macroeconomic situation, in particular when considering the availability of mortgage loans for potential clients and the development of economic situation amidst the epidemic. These factors are strong determinants of the demand for new apartments and the structure and price thereof. In addition, a factor that might have a bearing on demand for flats is uncertainty about a slowdown in the global economy due to coronavirus, which may also translate into customers deciding to refrain from purchasing flats.

According to the definition provided in IFRS 15, the Develia S.A. Group recognise revenue from sales of residential and retail units on the transfer of control to the customer. As a consequence, in the next quarter the results of sale will depend on the value of premises transferred to the client in line with the above description.

The operating performance of the Group will be also influenced by the level of revenue generated from the rental of commercial space in the following developments: Arkady Wrocławskie, Sky Tower and Wola Retro, which is linked to

80

DEVELIA S.A. GROUP

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CONSOLIDATED QUARTERLY REPORT

the EUR exchange rate. The EUR exchange rate will also affect the valuation of foreign currency loans and investment property Arkady Wrocławskie, Sky Tower and Wola Retro.

In the long term, in the opinion of the Management Board, the following will also influence the Group's performance:

  • implementation of the strategy of acquiring land for residential buildings and carrying out investments on the land to ensure the appropriate offering scale of the Group, adequate to the demand on the market,
  • A shift in an attitude towards commercial property in the Develia's Group portfolio, manifested through an opportunity for the sale of selected assets;
  • Increasing construction costs of new development projects, which may have a direct bearing on margins achieved in the future;
  • Increasing costs of funding raised through the issue of bonds and limited access to this market, associated with the current situation on the capital market and a possibility that more stringent regulations may be brought in;
  • Further uncertainty over the epidemic situation in Poland and all around the world.

The document has been signed by a qualified electronic signature

Paweł Ruszczak

Mirosław Kujawski

Tomasz Wróbel

acting President of Management Board

Member of Management Board

Member of Management Board

Wrocław, 16 November 2020

81

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Develia SA published this content on 30 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2020 15:50:04 UTC