Echo Investment S.A.

Share Issue/Capital Change • Oct 17, 2017

Conclusion of the Placement Agreement for thepurpose of the non-document offering by its main shareholder, Lisala sp.z o.o., of up to 136,187,891 existing shares in Echo Investment S.A.Notfor release, publication or distribution directly or indirectly, in orinto the United States of America, Australia, Canada or Japan or in anyother jurisdiction where to do so would be restricted or prohibited bylaw.

Further to current reports No. 33/2017 dated 26September 2017 and 38/2017 dated 4 October 2017, Echo Investment S.A.(the “Company” or “Echo”) hereby announces that on 17 October 2017 theCompany and its main shareholder – Lisala sp. z o.o. (the “SellingShareholder”) entered into the Share Offering and Placement Agreementwith Kempen & Co N.V., Pekao Investment Banking S.A. and Wood & CompanyFinancial Services, a.s. Spółka Akcyjna, Oddział w Polsce (the “GlobalCoordinators”) (the “Placement Agreement”).

The Placement Agreement has been entered into for thepurpose of the offering by the Selling Shareholder of up to 136,187,891existing ordinary shares of the Company (as decreased by the numberof the shares to be sold by the Selling Shareholder in connection withthe Offering to the following members of the Management Board: MrNicklas Lindberg (with a total sale price of such shares not exceedingEUR 500,000 or its Polish zloty equivalent) and Mr Maciej Drozd (with atotal sale price of such shares not exceeding EUR 200,000 or its Polishzloty equivalent), in both cases at the price equal to the sale priceper one share in the offering) (the “Sale Shares”). The Sale Shares willbe offered and sold (a) to institutional investors outside the UnitedStates of America in reliance on Regulation S (“Regulation S”) under theU.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),including, without limitation, by way of a public offering in Polanddirected to professional clients within the meaning of the Act of 29July 2005 on Trading in Financial Instruments or to investors, each ofwhom acquires securities with a value of at least EUR 100,000, suchvalue being calculated at the selling price of such securities on thepricing date, for which reason the requirement to produce, approve andpublish a prospectus in Poland will not apply, in accordance withArticle 7.4.1 and/or 7.4.2 of the Act of 29 July 2005 on PublicOffering, Conditions Governing the Introduction of Financial Instrumentsto Organized Trading, and on Public Companies; and (b) in the UnitedStates of America, to a limited number of persons reasonably believed tobe “qualified institutional buyers” as defined in Rule 144A under theU.S. Securities Act under an exemption from registration under the U.S.Securities Act. (the “Offering”).

Pursuant to the Placement Agreement the GlobalCoordinators shall place the Sale Shares on a best efforts basis. ThePlacement Agreement does not impose any underwriting commitment on theGlobal Coordinators.

The final number of the Sale Shares to be sold by theSelling Shareholder in the Offering (i.e., any number of the Sale Sharesup to 136,187,891 decreased by the number of the shares to be sold tomembers of the Management Board of the Company referred to above, asdetermined following the bookbuilding process among investors referredto above) and the sale price per one Sale Share will be determined inthe pricing supplement to the Placement Agreement, if and when executedby the Selling Shareholder and the Global Coordinators on the terms andconditions set forth in the Placement Agreement (the “PricingSupplement”).

The Placement Agreement contains certain conditionsto the obligation of the Global Coordinators customary for transactionsof this nature, such as (a) no changes or events, as set forth in detailin the Placement Agreement, which could result in any adverse change tothe Company, its business or to the Offering itself, (b) the Company andthe Selling Shareholder having confirmed their representations andwarranties contained in the Placement Agreement on the dates set forthin such agreement; (c) delivery on the dates set forth in such agreementof legal opinions by legal counsels to the Company, the SellingShareholder and the Global Coordinators in the form and substance agreedwith the Global Coordinators; and (d) the Company and the SellingShareholder having performed the obligations set out in the PlacementAgreement.

In the Placement Agreement, the Selling Shareholderand the Company agreed to indemnify and hold harmless, on the terms andconditions set forth in the Placement Agreement, the Global Coordinatorsand other specified persons against certain claims, obligations or costswhich may be sought or incurred by the Global Coordinators or otherspecified persons in connection with the Placement Agreement (theindemnification clause).

The Placement Agreement contains standard covenantsby the Global Coordinators with respect to the territorial range ofundertaken placement activities and a commitment to undertake placementactivities only towards particular categories of investors, in each casein compliance with the laws of the jurisdiction where such activitiesare to be conducted.The PlacementAgreement provides that the Company and the Selling Shareholder aresubject to lock-up restrictions with respect to the transfer of the SaleShares and share issue.

From the date of the execution of the PricingSupplement (provided however that the Pricing Supplement is executed onthe terms and conditions set forth in this Agreement) until the lapse of180 days from the date of the settlement of the purchase transactionsunder the Offering (the “Settlement Date”), Company agrees that withoutthe prior written consent of the Global Coordinators (such consent notto be unreasonably withheld or delayed) it shall not (i) issue, offer,lend, mortgage, assign, charge, pledge, sell, contract to sell or issue,grant any option, right or warrant to purchase, lend or otherwisetransfer or dispose of or announce any offering or issuance of anyshares or any interest in the shares or any securities convertible intoor exchangeable for or substantially similar to the shares or anyinterest in the shares; (ii) enter into any swap or other agreement ortransaction that transfers, in whole or in part, any of the economicconsequences of ownership of the shares, whether any such swap or othertransaction is to be settled by the delivery of the shares or such othersecurities, in cash or otherwise.

From the execution of the Pricing Supplement anduntil the lapse of 180 days from the Settlement Date the SellingShareholder will not offer, sell or otherwise dispose of (or announce anintention of doing so) any interest in any ordinary shares of theCompany remaining in its possession (the “Remaining Shares”) or offer,issue, sell or otherwise dispose of (or announce any intention of doingso) any securities convertible into or exchangeable or carrying rightsto acquire such Remaining Shares, or enter into any derivativetransaction that has the economic effect of such sale, transfer ordisposal, whether settled in cash or otherwise, without the priorwritten consent of the Global Coordinators (such consent not to beunreasonably withheld or delayed), except for: (i) the sale of theRemaining Shares in any tender offer (takeover offer) announced for theshares in the Company and addressed to all the Company’s shareholders;(ii) the sale of the Remaining Shares (a) with the sale price per onesuch Remaining Share to be equal to the sale price of one Sale Share inthe Offering, and (b) to the following members of the Management Boardof the Company: Mr Nicklas Lindberg (with a total sale price of suchRemaining Shares not exceeding EUR 500,000 or its Polish zlotyequivalent) and Mr Maciej Drozd (with a total sale price of suchRemaining Shares not exceeding EUR 200,000 or its Polish zlotyequivalent), simultaneously with the execution of the Offering, notlater, however, than three business days after the Settlement Date, andprovided that within one (1) day following the acquisition of suchRemaining Shares the Selling Shareholder shall deliver to the GlobalCoordinators duly executed lock-up letter of each such Member of theManagement Board of the Company in which each Member of the ManagementBoard will assume the corresponding lock-up obligation with respect tosuch shares for a period of 360 days following the date of theacquisition of such shares from the Selling Shareholder (subject tocertain customary exemptions) and (iii) the sale, transfer or otherdisposal of the Remaining Shares, including through a merger or otherform of economic integration, for the benefit of an entity which is anaffiliate of the Selling Shareholder (provided that such affiliate alsomakes a similar commitment not to sell the Remaining Shares for theperiod remaining until the expiration of such Selling Shareholder'sobligation).

The Placement Agreement is governed by English law.

This material is not a promotional material in themeaning of article 53 of the Polish Act on Public Offering, ConditionsGoverning the Introduction of Financial Instruments to Organized Tradingand on Public Companies dated 29 July 2005, as amended.

This material or any part hereof is not intendedfor distribution, whether directly or indirectly, within the territoryof or in the United States of America or other jurisdictions where suchdistribution, publication or use may be subject to restrictions or maybe prohibited by law. The securities referred to in this material havenot been and will not be registered under the U.S. Securities Act, andmay only be offered or sold within the United States under an exemptionfrom, or in a transaction not subject to, the registration requirementsof the U.S. Securities Act.

This material does not contain or constitute orform part of any offer or invitation, or any solicitation of an offer,for securities, and under no circumstances shall form the basis for adecision to invest or not in the securities of the Company.

Legal basis: Art 17 section 1 MAR – insideinformation.