Echo Investment S.A.

M&A Activity • Dec 29, 2017

Conclusionby, inter alia, Echo Investment S.A. of the agreements relating to thesale of shares in the companies indirectly holding perpetualusufructuary of the real estate in Wrocław where "Nobilis BusinessHouse" building is located

TheManagement Board of Echo Investment S.A. (the "Company")hereby informs that on 29 December 2017, the Company and the investmentfund FORUM 60 Fundusz Inwestycyjny Zamknięty (the "Fund"),in which the Company holds 100% investment certificates, as the sellers,(jointly, the "Sellers") and CCPEPF Poland Intermediate S. àr. l. with its registered office in Luxembourg, as the purchaser (the "Purchaser"),controlled by Catalyst Core Plus European Property Fund with itsregistered office in Luxembourg ("Catalyst"), concluded ashare sale agreement relating to 100% shares (the "Share SaleAgreement") in the companies Projekt Echo - 117 Sp. z o.o. ("ProjektEcho") and Elmira Investments Sp. z o.o. ("Elmira",and jointly with Projekt Echo, the "Companies"), being,respectively, the general partner and the limited partner of Nobilis -Projekt Echo - 117 Spółka z ograniczoną odpowiedzialnością Sp.k. (the "SPV").The SPV is a perpetual usufructuary of the real estate in Wrocław wherethe office building known as the "Nobilis Business House" (the "Building")is located (jointly, the "Transaction").

Price

Thevalue of the Transaction was determined as: (i) the quotient of the NOI(i.e. the difference between the operating revenue and thenon-deductible operating costs) of the Building and the capitalisationrate of 6.672%. The value of the Transaction as of the date of theconclusion of the Share Sale Agreement (the "Closing")equals to the amount of EUR 40,300,000, which was further decreased by,interalia, the value of "rent-free periods", "rent reductions" and costsof fit-out works and increased by the value of other SPV's assets.Consequently, the price paid at Closing was EUR 35,600,000, however, incase of the price increase, which will take place in case tenants willtake over premises and parking spaces in the Building, the total maximalestimated value of the Transaction may be increased by approximately EUR4 million to the amount of EUR 44,000,000.

At thesame time, the fit-out agreement for the Building, concluded between theCompany, as the contractor, and the SPV, as the ordering party (the "Fit-outAgreement") stipulates a remuneration due to the Company and payableby the SPV for the fit-out works to be performed in certain premises ofthe Building designated for lease. It is estimated that the remunerationwill amount to approximately EUR 3,588,061 + VAT. The remuneration forfinishing a square metre of given space varies, depending on the type ofthe space in the Building.

TheTransaction values ​​given above are estimates and are calculated as ofClosing.

Otherinformation about the Transaction

TheShare Sale Agreement is unconditional, and the transfer of the shares inthe Companies to the Purchaser took place on the day of its conclusion.

Inconnection with the Transaction, the following agreements, among others,were concluded:(I)The Company granted a quality guarantee for the Building to the SPV,with an aim to protect the SPV against potential defects of the Buildingand failure to remove such defects by contractors, with the Company'sliability towards the SPV being limited to PLN 40 million. Under theabove guarantee, the Company also provided a guarantee for fit-out worksunder the Fit-out Agreement, and for additional works with respect tothe Building, for the period specified in the quality guaranteeagreement for the Building;(II)A rental guarantee agreement was concluded, under which the Fund and theCompany committed themselves to make payments to the SPV including inconnection with the premises in the Building that are not leased or nottaken over by the tenants;(III)The Company, as the contractor, and the SPV, as the ordering party, alsoconcluded the Fit-out Agreement;(IV)Catalyst provided the Company with a guarantee, on a joint and severalliability basis, for payment by the SPV of the remuneration under theFit-out Agreement, up to EUR 4,454,577; and(V)Catalyst provided the Company and the Fund with a guarantee, on a jointand several liability basis, for payment of increases of the price underthe Share Sale Agreement by the Purchaser, up to EUR 4,242,598.

Legalbasis: Article 17 sec. 1 of MAR - inside information