Cordia International Zrt

INFORMATION MEMORANDUM CORDIA INTERNATIONAL ZRT. (incorporated with limited liability in Hungary) Tap Issue Public Offering of “CORDIA2030/I HUF” Bonds HUF 4,000,000,000 due 2030 This document constitutes a public offering memorandum (the “Information Memorandum”) prepared in respect of the Bonds (as defined below) to be issued by CORDIA International Ingatlanfejlesztő Zártkörűen Működő Részvénytársaság (short name: CORDIA International Ingatlanfejlesztő Zrt.; registered seat: 1082 Budapest, Futó utca 47-53. VII. em.; tax number: 25558098-2-42; the “Issuer”) as a new tranche within the series of CORDIA 2030/I HUF Kötvény (name: CORDIA 2030/I HUF Kötvény; ticker: CORDIA2030; ISIN: HU0000359773; the “Series”), in the course of a public offering (in Hungarian: “nyilvános forgalomba hozatal”) in an amount up to HUF 4,000,000,000, as a tap issuance (in Hungarian: “rábocsátás”). The Bonds will be offered to qualified investors (in Hungarian: “minősített befektetők”; the “Investors”) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Bonds issued after the date of this Information Memorandum are issued subject to the provisions herein. This Information Memorandum comprises neither a prospectus nor a base prospectus for the purposes of Act CXX of 2001 on the Capital Markets (the “Capital Markets Act”) and the Prospectus Regulation nor an information document (in Hungarian: “információs dokumentum”) within the meaning of the Capital Markets Act. The Bonds, issued by way of a tap issuance as a new tranche within the Series, will constitute direct, unsecured, unconditional and unsubordinated obligations of the Issuer and rank and will rank pari passu without any preference among themselves and as to the order of their satisfaction and at least pari passu with all other existing and future direct, unsecured, unconditional and unsubordinated loans, bonds or any other borrowings of the Issuer. Due to the unsecured nature of the Bonds, if the Issuer defaults on its obligations, Investors in the Bonds may lose some or all of their investments. The Bonds do not constitute deposits or other obligations of a depository institution and are not insured by the National Deposit Insurance Fund (Országos Betétbiztosítási Alap), the National Investor Protection Fund (Befektető-védelmi Alap), or any other governmental agency. The Issuer and all senior unsecured debt of the Issuer are rated BB by Scope Ratings GmbH. Scope Ratings GmbH is established in the EU and registered under Regulation (EC) No 1060/2009 as amended on credit rating agencies (the “CRA Regulation”) and appear on the latest update of the list of registered credit rating agencies (as of 24 May 2011) on the website of the European Securities and Markets Authority (registered seat: 103 rue de Grenelle, F-75345 Paris, France; the “ESMA”) http://www.esma.europa.eu. The ESMA website is not incorporated by reference into, nor does it form part of, this Information Memorandum. Any change in the rating of the Bonds may adversely affect the price that a purchaser may be willing to pay for the Bonds. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Bonds will be offered by way of a tap issuance (in Hungarian: rábocsátás) as a new tranche within the Series, which qualifies a new issuance within the CORDIA 2030/I HUF Bond Series (ISIN: HU0000359773) with the same conditions as set out in the corresponding information document dated 1 October 2020 (“Previous Information Document”) and as published with respect to the already issued bonds of the same Series (“Already Issued Bonds”). The Bonds will be offered and issued solely in Hungary and within the framework of the Bond Funding for Growth Scheme (Növekedési Kötvényprogram) launched by the National Bank of Hungary (the “NBH”) and the Issue (as defined below). Terms and conditions applicable for the Bond Funding for Growth Scheme are prescribed in the Handout for the Bond Funding for Growth Scheme (Tájékoztató a Növekedési Kötvényprogram feltételeiről) available in Hungarian language on the website of NBH at https://www.mnb.hu/letoltes/nkp-termektajekoztato.pdf (the “BGS Handout”). The Bonds will be registered on the XBond multilateral trading facility operated by the Budapest Stock Exchange as set out herein. The Bonds will be offered and issued in Hungary. The Bonds will not be registered under the U.S. Securities Act of 1933, or any state securities law of the United States, and the Bonds may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person. An investment in Bonds involves certain risks. Prospective investors should have regard to the factors described under Section 3 (Risk Factors and Risk Management) before investing in the Bonds. Warning: Investing into the Bonds qualifies particularly risky from investor perspective, since the Issuer is solely responsible for the information contained herein. This Information Memorandum has not been reviewed or approved by any competent authority in the European Union or by any stock exchange or by any other regulator in any other jurisdiction; nor has any regulatory authority or stock exchange endorsed the accuracy or adequacy of this Information Memorandum or the Bonds being offered pursuant to this document. This means that the document is not a prospectus for the purposes of the Prospectus Regulation, may not be used for an offering requiring such prospectus, and the Issuer will not be responsible for the content of this document in relation to any offering which requires such a prospectus. Further, you should be aware that (i) this Information Memorandum may not include the same level of disclosure required by the Prospectus Regulation or other relevant national or EU legislation and (ii) if you acquire Bonds under this Information Memorandum you will not have any recourse to the Issuer under any Prospectus Regulation related liability regime, and consequently investment into the Bonds may imply higher risk comparing to the investments into securities offered on the basis of an offering document or prospectus approved by the competent authorities. ___________________________ Dealer and Paying Agent: Raiffeisen Bank Zrt. The date of this Information Memorandum is 30 November 2020. 2 IMPORTANT NOTICES This Information Memorandum (the “Information Memorandum”) is prepared by the Issuer for the purpose of issuing, as tap issuance, by the Issuer (the “Issue”) of HUF denominated, fixed interest rate, dematerialised, amortising, rated, registered, unsecured, non-redeemable and non-convertible Bonds up to the amount of HUF 4,000,000,000 as a new tranche within the Series of name: CORDIA 2030/I HUF Kötvény; short name: CORDIA2030; ISIN Code: HU0000359773 (the “Bonds”) and contains relevant information and disclosures required for the purpose of issuing of the Bonds. The Bonds will be issued in the course of a public offering (in Hungarian: “nyilvános forgalomba hozatal”) under Hungarian law, by way of offer of securities to the public (in Hungarian: “értékpapírra vonatkozó nyilvános ajánlattétel”; within the meaning of Article 2(d) of the Prospectus Regulation) limited to qualified investors (in Hungarian: “minősített befektetők”; the “Investors”) within the meaning of Article 2(e) of the Prospectus Regulation. The Bonds to be issued with this Issue will be offered by way of a tap issuance (in Hungarian: rábocsátás) as a new tranche within the Series, which is a new issuance within the CORDIA 2030/I HUF Bond Series (ISIN: HU0000359773) with the same conditions as set out in the Previous Information Document being dated 1 October 2020 and as issued with respect to the Already Issued Bonds of the Series. The Already Issued Bonds were issued on 27 July 2020 and the details of the issuance are the followings: • Number of issued bonds: 720 • Total nominal value: HUF 36.000.000.000 On 25 November 2020, the Issuer has been authorised under Resolution 1/2020 (XI.25.) of the Issuer’s board of directors (the “Board of Directors”) to issue the Bonds. The Issuer will comply with all laws, rules and regulations and has obtained all corporate approvals for the Issue. This Information Memorandum is neither a prospectus (in Hungarian: “tájékoztató”) within the meaning of the Prospectus Regulation nor an information document (in Hungarian: “információs dokumentum”) within the meaning of the Capital Markets Act. The Issuer may withdraw the offer to sell the Bonds according to the rules of the MMTS1 Trading System (as defined below). The Issuer accepts no liability or responsibility towards prospective Investors or any third party in relation to the withdrawal of the offering. Apart from this Information Memorandum, no offer document or prospectus has been prepared in connection with the offering of this Issue or in relation to the Issuer nor is such a prospectus required to be registered under the applicable laws. Accordingly, this Information Memorandum has neither been delivered for registration nor is it intended to be registered. This Information Memorandum is to be read and construed in conjunction with all documents which are deemed to be incorporated herein by reference (see in Section 14 (Documents Incorporated by Reference or On Display) below). This Information Memorandum has been prepared to provide general information about the Issuer to the potential Investors for whom the Bonds are offered and who are willing and eligible to buy the Bonds during the course of the Auction (as defined below). This Information Memorandum does not purport to contain all the information that any potential Investor may require. Neither this Information Memorandum nor any other document supplied in connection with 3 the Bonds is intended to provide the basis of any credit or other evaluation nor should any recipient of this Information Memorandum consider such receipt a recommendation to purchase any Bonds.

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