Echo Investment S.A.

Regulatory Filings • Nov 28, 2018

Conclusion of a preliminary sale agreementconcerning an organized part of the enterprise of a subsidiary of EchoInvestment S.A., including land in Warsaw on which the development ofGatehouse Offices - the first office building of the project WarsawBrewery - is carried out.

The Management Board of Echo Investment S.A. (the "Company")hereby informs that on 28 November 2018, the subsidiary of EchoInvestment S.A., i.e. Dellia Investments - Projekt Echo - 115 spółka zograniczoną odpowiedzialnością spółka komandytowa with its registeredoffice in Kielce, as the seller (the "Seller"), and acompany operating under the laws of Luxembourg, LUX III S.a r.l. (anentity managed by an institutional real estate investment manager), asthe buyer (the "Buyer"; the Buyer and the Seller willhereinafter jointly be referred to as the "Parties")entered into a preliminary sale agreement concerning organized part ofthe Seller's enterprise (the "Preliminary Agreement")(the "Transaction").

Subject of the transaction

The Parties agreed that the Buyer will purchase theorganized part of the Seller's enterprise which will include and/or willinclude in particular:

(I)theright of perpetual usufruct of the plot of land no. 73/2 located inWarsaw at Grzybowska and Wronia Street (the "Land"), theright of ownership of the office and retail building being underconstruction located on this land and known as Gatehouse Offices (the "Building")and structures related to this landfor whichthe District Court for Warsaw - Mokotów in Warsaw, 10thLand and Mortgage Register Department keeps the land and mortgageregisterno. WA4M/00459168/2.

(II)the ownership right to relevantmovables;

(III)the rights and obligationsstemming from the property management agreement, maintenance agreementsand service agreements.

The Transaction does not cover any land, rights orobligations other than those related to the office building GatehouseOffices (Polish:Biura przy Bramie).

Price

The base price will amount to approx. EUR 74,300,000.Based on successful leasing up of the remaining space and fulfilment ofother conditions set in the Preliminary Agreement the price can beincreased to approximately EUR 76,500,000.

The above values are estimates as of the conclusionof the Preliminary Agreement and the final values will be known andprovided once the Transaction will be completed.

Conditions Precedent

The Final Agreement will be concluded if theconditions precedent ("Conditions Precedent") will be satisfied.Conditions Precedent include among others:

(I)obtainingof final tax ruling concerning the Transaction;

(II)completion of the construction ofthe Building and other construction works specified in the PreliminaryAgreement;

(III)issuance of a final occupancypermit for the Building;

(IV)leasingof at least 95% of lettable area in the Building;

The parties intend to conclude the Final Agreementonce all of the Conditions Precedent are fulfilled or waived by therelevant Party ("Closing") by 31 October 2019 (the "FinalDate").

Other information concerning the Transaction

At Closing or shortly after fulfilment of theConditions Precedent, the Parties will sign, in addition to the FinalAgreement, among other things:

(I)a quality guarantee agreement;

(II)a rental guarantee agreements.

Furthermore, the Company will issue a guaranteesecuring the payment by the Seller to the Buyer of the contractualpenalty in the amount of 5% of the price, which will be payable in casesspecified in the Preliminary Agreement. Following the execution of thePreliminary Agreement the Buyer will deposit the amount equal to 5% ofthe price at the escrow account securing the payment by the Buyer of thecontractual penalty in the same amount, which will be payable in casesspecified in the Preliminary Agreement.