Black Sea Property AS

Pre-Annual General Meeting Information • Nov 24, 2017

BLACK SEA PROPERTY AS: SECURING DEBT FINANCING - NOTICE OF EXTRAORDINARY GENERAL MEETING

BLACK SEA PROPERTY AS: SECURING DEBT FINANCING - NOTICE OF EXTRAORDINARY GENERAL MEETING

As announced in a stock exchange announcement of 29 September 2017, Black Sea Property AS (the "Company") has experienced that additional investments in Aheloy Beach Resort (the "Resort") are required before the Resort will be considered an attractive destination for tour operators. The Company has also experienced that it is difficult to receive prepayments from tour operators before the Resort is actually opened. The combination of the need for further investments and the lack of prepayments, gives a liquidity shortage in EPO Aheloy (which is an indirect subsidiary of the Company and the Resort's holding company) of up to 3.5 million euros.

As part of the financing of this liquidity requirement, the Company has now secured commitments of approximately NOK 11.8 million for a loan of up to NOK 14 million (the "Shareholder Loan"). The remaining part of the Shareholder Loan will be sought committed within Monday 4 December 2017. The lenders are some of the largest shareholders in the Company. The Board is very pleased to have secured additional funding through the Shareholder Loan and that the largest shareholders provide their contined support to the development of the Resort.

In addition to raising the Shareholder Loan, the Company will work for EPO Aheloy to increase its existing bank loan (the "Bank Loan") through an additional borrowing of 2 million euros. No assurance can be given that the abovementioned refinancing of the Bank Loan will be completed, but the Company has had positive talks with EPO Aheloy's current bank in Bulgaria. In order to improve the chances of a successful re-financing, the Company has made a voluntary pre-payment of the term payment due in December 2017.

Payment of the Shareholder Loan is subject to completion and entry into of the final loan agreement and security documents for the Shareholder Loan. Completion of the loan documentation is expected to take place in mid-December 2017.

The Shareholder Loan will be paid in two tranches, of which the first tranche will be paid shortly after the conclusion of the final loan agreement and security documents and the second tranche will be paid in January 2018. The main terms for the Shareholder Loan are as follows:

- The loan shall carry an interest rate of 10% p.a.

- The loan, as well as accrued interest, shall be paid in one bullet payment on due date 1 February 2020.

- The loan amount shall be paid in two tranches, of which the first tranche shall be paid in December 2017 and the second tranche shall be paid in January 2018.

- 25% of the Shareholder Loan may be converted into shares in the Company at a conversion price of NOK 0.50 per share. In addition, the remainder of the Shareholder Loan may be converted into shares in the Company if the Company carries out a share capital increase with minimum gross proceeds equivalent to 200,000 euros.

- The loan will be secured with second priority mortgages in buildings N and M of the Resort. In addition, it shall be possible to require first priority mortgage in the Resort's building plot after 6 months after the borrowing date if such mortgage is not necessary in connection with the refinancing of the Bank Loan.

In order to ensure the conversion right of the Shareholder Loan, the Board convenes an extraordinary general meeting of the Company in order to, inter alia, approve the admission of a convertible loan. The Board proposes that the general meeting adopts that the shareholders' preferential right pursuant to the PLCA section 11-4, is waived. The Board considers this waiver justifiable because the financing through the Shareholder Loan is assumed to ensure the Company's contribution to the necessary financing of EPO Aheloy in an effective manner. Provided that the Company does not initiate a share capital increase with minimum gross proceeds equivalent to 200 000 euros, the conversion right will only result in a limited dilution for the shareholders who do not subscribe to the Shareholder Loan. The Board considers that funding through the Shareholder Loan is in the common interest of the Company and the shareholders.

Attached to the stock exchange notice are notice of extraordinary general meeting to be held on 4 December 2017 in Karenslyst Allé 2, 0278 Oslo, with attendance note and proxy form.

For further information, please contact

Egil Melkevik, Chairman of the Board

Tel: +47 90 77 09 76

E-mail: egil.melkevik@imenco.com

About Black Sea Property AS:

Black Sea Property AS is a real estate company with ownership interests in a property project on the Black Sea coast called Aheloy Beach Resort. Aheloy Beach Resort is a partially completed project and will upon completion consist of more than 1,000 holiday apartments, as well as considerable commercial areas. Black Sea Property AS indirectly owns 75% of the project. Black Sea Property AS will work to complete the Aheloy Beach Resort, in order to realize the project's added values through the sale of residential units and hotel management.