Echo Investment S.A.

Capital/Financing Update • Apr 22, 2021

Closing of a transactioncomprising the indirect acquisition of the majority stake of shares inArchicom S.A.

Referring to current reports no.4/2021 dated 18 February 2021, and 12/2021 dated8 April2021,the Management Board of ECHO Investment S.A. ("Issuer")informs that on 22 April 2021, in performance of the preliminary sharepurchase agreement dated 17 February 2021 ("PreliminaryAgreement"), the Issuer concluded, with Mrs Dorota Jarodzka-Śródka,Mr Kazimierz Śródka and Mr Rafał Jarodzki ("Sellers"),the final share purchase agreement concerning the acquisition of allshares in DKR Investment sp. z o.o with its registered office in Wrocław("DKR Investment Shares") and all shares in DKR Invest S.A.with its registered office in Wrocław ("DKR Invest Shares"),resulting in direct acquisition of DKR Investment Shares and DKR InvestShares, and thus indirect acquisition of the majority stake of16,945,487 shares, representing in aggregate approximately 66.01% of theshare capital carrying in aggregate 21,039,375 votes at the generalmeeting, which represents approximately 65.99% of the total number ofvotes in Archicom S.A. ("Archicom") whose shares areadmitted to trading on the main market of the Warsaw Stock Exchange. Asagreed by the parties in the Preliminary Agreement, Archicom PolskaS.A., a subsidiary of Archicom carrying out the development businessoutside the territory of the city of Wrocław and adjacentmunicipalities, as well as Archicom Studio Projekt spółka z ograniczonąodpowiedzialnością sp.k., a subsidiary of Archicom carrying outarchitectural and design services business, were excluded from the scopeof the transaction (jointly, "Transaction").

Additionally, in performance ofthe Preliminary Agreement, on 21 April 2021 the Management Board of theIssuer adopted a resolution concerning the issuance of unsecured bearerbonds with an aggregate nominal value of PLN 188,000,000, bearinginterest at an annual rate of 5% ("Bonds"). Bonds wereissued on 22 April 2021. The issue price for the bonds was equal to thenominal value. The purchase of the Bonds was offered to the Sellers, whoaccepted the purchase offer and acquired the Bonds pursuant to theresolution of Issuer's Management Board dated 22 April 2021 concerningallotment of the Bonds. Issuance of the bonds was not subject to theobligation to draw up a prospectus or an information memorandum. Bondswill be registered in the depository maintained by Krajowy DepozytPapierów Wartościowych S.A. and admitted to organized trading on the ASOCatalyst market and maintained by the Warsaw Stock Exchange pursuant tothe terms of issue corresponding to existing bond issues by the Issuer.

The total price for DKRInvestment Shares and DKR Invest Shares was PLN 428,611,000 ("DKRPrice"). Part of the DKR Price in the amount equal to the aggregatenominal value of the Bonds was paid by way of set-off against theSellers' obligation to pay the issue price for the Bonds.

The closing of the Transactionwas preceded by the restructuring of the Archicom group, including inparticular:

1.the sale to MrsDorota Jarodzka-Śródka and Mr Rafał Jarodzki of all shares held byArchicom in the share capital of Archicom Polska S.A., being a companyconducting development activities particularly in the cities of Kraków,Łódź, Poznań and Trójmiasto, i.e. outside the Archicom group's core areaof operations comprising of the city of Wrocław and adjacentmunicipalities, in consideration for a total price of PLN 131,000,000(the "Archicom Polska Price"), payable in two instalments,where:

a.the firstinstalment (in an aggregate amount of PLN 77,500,000) was paid on theday of closing of the Transaction, partly by way of transfer of Bonds(with an aggregate nominal value of PLN 37,000,000) for the benefit ofArchicom, and for the remainder by the transfer of the Issuer'sconsideration made to Archicom in respect of Dorota Jarodzka-Śródka andRafał Jarodzki, in connection with the payment of the DKR Price; and

b.the secondinstalment, in the amount of PLN 53,500,000, increased by interestaccrued thereon over the period from 22 April 2021, until the date ofpayment of the second instalment, calculated at an annual interest rateof 5%, shall be payable by no later than 15 June 2023;

2.the sale to MsDorota Jarodzka-Śródka and Mr Kazimierz Śródka of all shares held(indirectly) by Archicom in the share capital of Archicom Studio Projektsp. z o.o. and withdrawal by Archicom (as a limited partner) fromArchicom Studio Projekt spółka z ograniczoną odpowiedzialnością sp.k, aproject company providing architectural and design services to Archicomgroup companies, in respect of which transactions (sale and withdrawal)Archicom received the total consideration in the amount of PLN2,400,000; and

3.the sale by DKRInvestment sp. z o.o. of 2,132,964 shares in the share capital ofArchicom, representing in aggregate 8,31% of Archicom's share capitaland carrying 4.246.578 votes at Archicom's general meeting, representingin aggregate approx. 13,32% of the total number of votes in Archicom ("RemainingSellers' Shares") to DKRA sp. z o.o. with its registeredoffice in Wrocław ("DKRA") in which Mrs DorotaJarodzka-Śródka and Mr Rafał Jarodzki are the shareholders ("DKRAShareholders"). The sale of the Remaining Sellers' Shares took placeoutside the regulated market on the basis of final share purchaseagreement dated 16 April 2021, and was settled on the same date.

Furthermore, in connection withthe Transaction, the Issuer and the DKRA Shareholders entered into anoption agreement pursuant to which the Issuer will be entitled toacquire, or designate an entity to acquire, by 15 March 2023 from DKRAShareholders, all of the shares in the share capital of the DKRA, whichholds the Remaining Sellers' Shares, on substantially the same terms asthe acquisition of the DKR Investment Shares and the DKR Invest Sharesmade under the Transaction, whereby the consideration for suchacquisition will be increased by the amount of interest accrued annuallyat the rate of 6% from 15 March 2021 until the date of the exercise ofthe call option. In case the Issuer does not exercise its aforementionedoption right, on the basis of the option agreement, the DKRAShareholders shall be entitled to sell all shares in the share capitalof the DKRA to the Issuer.

Upon the acquisition of DKRInvestment Shares and DKR Invest Shares by the Issuer, the resignationof Mr Waldemar Jan Olbryk from the Issuer's Management Board becameeffective(pleasesee the Issuer's current report No.9/2021dated 15 March 2021).