2024 Share Capital Increase

The company will issue up to 1,750,000,000 new shares The subscription price in the first stage of the share capital increase will be of RON 0.2 per share and in the second stage the subscription price will be determined through the decision of the Board of Directors, considering the price formed during the bookbuilding exercise carried out during the Private Placement.

The Decision of the Extraordinary General Meeting of Shareholders no. 72 dated May 28, 2024 (items 2-4, available HERE) approved the increase of the share capital with the amount of up to RON 350,000,000 (nominal value) by issuance of up to 1,750,000,000 new shares having a nominal value of RON 0.2 per share and a total nominal value of RON 350,000,000. By means of Decision no. 59 dated July 30, 2024 (available HERE) the Board of Directors of the Company approved the trading of the preference rights allotted to shareholders registered in the Company’s shareholder register kept by Depozitarul Central S.A. with registration date 6 August 2024, in the context of the Share Capital Increase operation. The trading of the preference rights will take place during August 9 – 13, 2024, on the Regular Market administered by the Bucharest Stock Exchange.

Yes, according to EGMS decision no. 72 dated May 28, 2024 and the Decision of the Board of Directors of the Company no. 59 dated July 30, 2024, the current share capital increase will be carried out with the exercise of the preference rights.

After approval of the Prospectus by the Romanian Financial Supervisory Authority (“FSA”), and the publication of the prospectus on ONE website, www.one.ro, the share capital increase operation will be organized in two stages:

• Stage 1: 32 calendar days for exercising the preference rights of the shareholders registered in the Company’s shareholders’ registry held by the Romanian Central Depository with the registration date of August 6, 2024, or those who acquired preference rights during the period in which those rights were traded (August 9 – 13, 2024). Stage 1 will take place between August 19, 2024 and September 19, 2024. The subscription price for one (1) share during Stage 1 of the Share Capital Increase will be of RON 0.2 per share.

• Stage 2: unsubscribed shares in Stage 1 described above, shall be offered via a private placement. The subscription price during the private placement will be formed during the bookbuilding exercise which will take place during this stage. The private placement is set to take place between September 20-26, 2024, with the possibility of the Board of Directors of the Company to decide in respect to the early closing of the private placement or, as the case may be, extend the period related to the private placement.

Any new shares that remained unsubscribed after the private placement will be canceled by the decision of the Board of Directors acknowledging the final results of the share capital increase.

During Stage 1 of the Share Capital Increase operation, the subscription price will be of RON 0.2 per share, while during Stage 2, the subscription price will be formed during the bookbuilding exercise which will take place during this stage.

In Stage 1 of the share capital increase, operation can participate shareholders who held ONE shares on the date of August 6, 2024, or those who acquired preference rights during the period in which those rights were traded (August 9 – 13, 2024).

In Stage 2 of the share capital increase operation can participate local and international institutional investors, qualified investors, and up to 149 selected retail investors.

The intermediary assisting One United Properties in the share capital increase will be responsible for identifying the investors to participate in the private placement. If you or your fund are interested to participate in the private placement, you can send us an e-mail to investors@one.ro.

Preference rights are offered to shareholders in the event of a capital increase, to give priority to existing shareholders to participate in the new round of financing, to maintain the same participation in the company as before the increase, reflected as % of shares held.

By means of EGMS decision dated May 28, 2024, the shareholders of the Company approved the capital increase of One United Properties with a maximum number of 1,750,000,000 new shares, representing ordinary, registered, and dematerialized shares with a nominal value of 0.2 lei / share.

For subscription of one new share, during the period of exercise of preference rights, a person must hold 2.1879186 preference rights (if the case, with any rounding applicable under the regulations in force, including those drawn up by the Central Depository).

ONER03 are the preference rights for the upcoming share capital increase operation, that were loaded on August 7, 2024, in the accounts of shareholders who held ONE shares on the registration date of August 6, 2024.

After the closing of each stage of the share capital increase, the accounts of the investors who subscribed the shares will be loaded with rights ONER04. After registration of the share capital increase operation with the relevant institutions – Trade Registry, Financial Supervisory Authority, and Central Depository, the ONER04 rights will automatically turn into ONE shares. There is no need for investors to carry out any actions in this regard. Please note that ONER04 rights will not be tradable.

Yes, ONER03 preference rights will be traded.

For holders of ONER03 rights, you can either use them to subscribe the newly issued shares, or you can decide to trade them during the period between August 09-13, 2024. Please note that in case you decide to sell all of your ONER03 preference rights in the period when they can be traded, you will not be able to subscribe in the Share Capital Increase operation.

For holders of ONER04 rights, these will automatically transform into ONE shares, after the finalization of all the share capital increase procedures. ONER04 rights will not be tradeable.

If you received preference rights you have three options:

• If you want to participate in the capital increase where you can buy ONE shares, you may use the rights in order to buy new shares (for the subscription of one new share, a person must hold 2.1879186 preference rights);

• If you do not want to participate in the Share Capital Increase operation or you do not want to subscribe all the new shares to which you would be entitled to, based on your preference rights, you can sell a part or all of your preference rights, between August 9-13, 2024;

• If you do not want to participate in the capital increase, you may decide not to use your rights. If you choose not to subscribe the newly issued shares, the ONER03 rights will be removed from your trading account after the 32 calendar days subscription period for Stage 1 is over. Unsubscribed rights will be cancelled and no compensations will be offered.

Yes, you can sell your preference rights between August 9-13, 2024. The preference rights are tradeable.

Yes, the founding and majority shareholders will subscribe the newly issued shares.

It is very important to understand that there is only a percentual dilution and not an actual value dilution. Since the new cash will be invested in new developments, the value of the company after the capital increase will be increased with the value of the new cash. Therefore, there is no actual value dilution.

Regarding the percentual dilution, if you received preference rights and you decide to subscribe in the share capital increase operation using all your ONER03 rights, then you will not be percentually diluted. Likewise, if you decide to acquire ONER03 rights during the period when these rights will be traded you can even increase your percentage held in the Company, compared to the percentage held prior to the Share Capital Increase operation.

If you currently hold ONE shares and you will not subscribe based on the preference rights, or you will subscribe only partially based on your preference rights (either because you do not want to subscribe in full or you decided to sell all/part of your preference rights), then you will be percentually diluted proportionally. Therefore, if hypothetically an investor held 1% (38,288,575 shares) of One United Properties before the share capital increase operation, after the operation is closed, in the event that all the shares are subscribed and that respective shareholder has not subscribed any new shares, then the respective investor would hold 0.6863% of ONE’s new share capital. However, this diluted percentage will be calculated from a higher value that includes the cash raised in the capital increase, so the actual value of the 0.6863% holding will be in fact the same as the value of the 1% holding before the capital increase, having in mind the new value of the company, as increased with the value of the new cash.

Investors holding ONE shares in Section I of the Central Depository (those who have not transferred their shares to a brokerage account) may subscribe only through SWISS CAPITAL S.A. by sending during the subscription period, in physical format or electronically, by email, with qualified extended electronic signature, the Subscription form in original, accompanied by proof of payment and the documents provided in this prospectus. The intermediary will confirm, by a confirmation email, the receipt of the subscription form signed electronically and sent by e-mail.

For more information about the process, please contact directly the dedicated broker from SWISS CAPITAL.

Investors holding ONE shares in Section II of the Central Depository (global accounts – those who have transferred their ONE shares to a brokerage account or who bought shares directly through a broker) will be able to subscribe through any broker authorized by FSA.

Investors holding ONE shares in Section III of the Central Depository (Participants' accounts) will subscribe directly to the system of the Central Depository S.A., their payment being in accordance with the regulations of the Central Depository S.A.

The private placement will be carried out after Stage 1, between September 20-26, 2024. The Board of Directors of the Company may decide to close the Private Placement early or, as the case may be, may extend the period related to the Private Placement, under the applicable legal conditions.

Therefore, there exists a possibility that the share capital increase will extend over a longer period and investors who participated in Stage 1 of the share capital increase could be unable to sell their stake due to these shares not being registered within the relevant institutions. Please note that the newly issued shares can only be registered with relevant institutions – Trade Registry, FSA, Central Depository – after the full capital increase operation (meaning Stage 1 and Stage 2) are ended.

It depends on the stage in which you participate.

If you participate in Stage 1, please note that the shares you subscribed cannot be registered with the relevant institutions until stage 2, private placement, is closed. Please note that the legal requirement for finalizing the share capital increase is 18 months following the EGMS Decision authorizing the capital increase, which was issued on May 28, 2024. Therefore, there exists a probability that if you subscribe to shares in stage 1 of share capital increase, you might not be able to trade or dispose of these shares until they are registered with relevant institutions – Trade Registry, FSA and Central Depository. For details please also refer to Question 20 above.

If you participate in Stage 2, then the process of registering the newly issued shares with the institutions will last, on average, between 3-4 weeks after the closing of Stage 2, however subject to delays or postponements depending on external factors that may not be dependent on the company.

If you subscribe in Stage 1 of the share capital operation, after the 32 calendar days subscription period is over, you will be granted ONER04 rights. These rights will be visible in your trading portfolio and these rights will transform, after finalization of the operation and registration of the operation with relevant institutions, to newly issued ONE shares. After you subscribe in Stage 1, you do not need to do anything else. ONER04 rights will automatically be transformed in new ONE shares and will be visible directly in your trading application and in the Central Depository records.

No, you will not be able to vote in a GSM-based on the shares subscribed in the share capital increase operation until these shares are registered with Trade Registry, FSA, and Central Depository.

No, you will not be entitled to dividends based on the shares subscribed in the share capital increase operation if the registration date for the Dividend is prior to the date when the shares are registered with Trade Registry, FSA, and Central Depository.

You can find on our website in the Capital Increase section all the information and documents related to the capital increase operation.

For more information about ONE’s activity on BVB and IR materials, please visit the IR section of the website.

If you have other questions about the capital increase, please email our Investor Relations team at investors@one.ro.