Conclusion of transactions from the scope of art. 114, para. 2 of the LPOS

Sofia, Bulgaria, 14 June 2023 – According to the requirements of Art. 100t of LPOS and in connection with Art. 114, para. 9 of the Law on Public Offering of Securities, “Sopharma” AD announces that today, according to a decision of the Board of Directors dated 12 May 2023, the company concluded the following transaction falling within the scope of Art. 114, para. 2 of the LPOS:

1. 1.       "Sopharma" AD, UIC 831902088, as the seller, concluded a contract for the transfer of the right of ownership of real estate with the address Sofia, "Studentski" district, "St. Kliment Ohridski" № 3, with an area of 17,688 square meters with "Sopharma Buildings" REIT, UIC 175346309.

A) Participation of interested parties:

Ognian Donev - representing the public company "Sopharma" AD as a party to the transaction, directly and indirectly owns more than 25% of the capital of "Sopharma Buildings" REIT - counterparty to the transaction - grounds for interest under Art. 114, paragraph 7, item 2 of the LPOS;

B) Value of the transaction:

According to Art. 114, para. 5, ex. 1, item 2 of the LPOS, the value of the transferred property under Art. 114, para. 1, item 1 of the Civil Procedure Code is the higher between its market price and its value according to the last audited financial report of the company, which was publicly disclosed in accordance with Art. 100t.

The market price of the transferred property is determined according to a market valuation prepared by an independent appraiser under Art. 5 of the Law on Independents. According to the market valuation prepared in this way, the market value of the appraised real estate is BGN 6,308,920, not including corrections for taxes payable by one or the other party as a direct consequence of a possible transaction with the appraised object, incl. and VAT.

The value of the transferred property according to the last audited financial report of the company, which was publicly disclosed in accordance with Art. 100t from the LPOS, is BGN 4,840,788.

Therefore, on the basis of Art. 114, para. 5 of the LPOS, the value of the transferred property within the meaning of Art. 114, para. 5, ex. 1, item 2 of the LPOS is in the amount of BGN 6,308,920, as this is the higher of the two values.

The sale price agreed by the parties for the transaction is BGN 6,337,350 excluding VAT.

C) Assessment of the applicability of the conditions under Art. 114, para. 1, item 1 of the LPOS:

Тhe value of the described transaction does not exceed the threshold under Art. 114, para. 1, item 1 b. b) of the LPOS, due to which the transaction falls within the scope of Art. 114, para. 2 of LPOS and for its conclusion prior approval has been received by the Board of Directors of „Sopharma“ AD.

D) Assessment of the applicability of Art. 114 para. 6 of LPOS:

With regard to this transaction, the hypothesis of Art. 114 para. 6 of the LPOS is not applicable.