Echo Investment S.A.

M&A Activity • Dec 21, 2016

Furtherto the information disclosed in current report No. 31/2016, themanagement of Echo Investment S.A. (the "Issuer") herebyannounces that on 21 December 2016 the Issuer's subsidiaries, acting asthe sellers, together with the subsidiaries of Echo Polska PropertiesN.V. ("EPP"), acting as the purchasers, concluded a numberof final sale agreements concerning real properties located in Poland(the "Real Properties") (the "Transaction").

Thefollowing agreements were concluded in the course of the Transaction:

i.i.afinal agreement concerning the sale of two real properties located inKraków at ul. Opolska and al. 29 Listopada ("O3Business Campus - Stage 1") byEcho-Opolska Business Park sp. z o.o. sp. k. to Ventry Investments sp. zo.o. sp. k.;

ii.ii.afinal agreement concerning the sale of two real properties located inGdańsk at ul. Dyrekcyjna ("TrytonBusiness House") by Tryton - Projekt Echo- 127 sp. z o.o. sp. k. to Emfold Investments sp. z o.o. sp. k.; and

iii.afinal agreement concerning the sale of a real property comprising 14units (premises) which constitute a part of the office complex calledSymetris Business Park located in Łódź at al. Józefa Piłsudskiego ("SymetrisBusiness Park - Stage 2") bySymetris - Projekt Echo - 131 sp. z o.o. sp. k. to Flaxton Investmentssp. z o.o. sp. k.(jointlythe "Agreements" and each the "Agreement")

TheAgreements were concluded in the performance of the preliminaryconditional real property sale agreements described in current reportNo. 31/2016, i.e. after the fulfilment, separately for each ofO3Business Campus - Stage 1, Tryton Business House oraz Symetris BusinessPark - Stage 1, of the followingconditions: (i) the acquisition of an occupancy permit for a givenbuilding by the seller; (ii) the conclusion of leases by the seller fora minimum 60% of each kind of leasable area in a given building; (iii)theconclusion of a rent guarantee agreement(each,an "RGA") by the given seller and purchaser; (iv) theconclusionof a new loan agreement with reference to a given property;and (v) theacquisition of a suitableindividual tax interpretation (advance tax ruling) as well as,exclusively, in the case of:

·-SymetrisBusiness Park - Stage 1:division of the property in accordance withthe principles stipulated in the relevant Agreement;and

·-TrytonBusiness House:theconclusion of a suitable agreementconcerning the acquisition of a legal title to use a car park as well asa put and call option contract concerning the sale of all the rights andobligations inTryton - Projekt Echo -127 sp. z o.o. sp. k.

Furthermore,each of the Agreements provides that each party is liable exclusivelyfor any actual loss (damnum emergens) and, to the maximum extentpermitted under applicable law, the sellers' liability for any lostprofits (lucrum cessans) and for any indirect damage of thepurchasers is excluded, except for lost rental income in the casesspecified in the Agreements. In addition, in the Agreements the relevantseller granted to the relevant purchasers certain quality guarantees forthe buildings and structures with regard to the individual elementslocated within the Real Properties, as specified in the Agreements, forsuch terms as defined in the Agreements.

TheAgreements contain standard representations and warranties of the sellerand the purchaser for transactions of that type as well as standardprovisions concerning the parties' responsibility. The other provisionsof the Agreements do not differ from provisions customarily used in suchtransactions.

Under theTransaction, each seller and each purchaser has concluded separate RGAswith regard to the sale of the individual properties. The basicprovisions of each of the RGAs are identical and they provide for agiven seller's guarantee in favour of the given purchaser to cover rentfees (offer fees) and average service charges for individual parts ofthe building which were not leased to third parties on the signing dateof each of the Agreements.

Inaddition, each of the sellers and the purchasers have concluded separate(i) escrow account agreements; (ii) fit-out work agreements; and (iii)agreements on profit participation loan repayment to MinisterInvestments sp. z o.o. sp. k.

Thepurchase price determined as a result of the calculation described incurrent report No. 31/2016 was as follows:-forSymetrisBusiness Park - Stage 1: EUR 20,357,842;-forTrytonBusiness House: EUR 47,591,081; and-forO3Business Campus - Stage 1: EUR45,304,341.

Takinginto account the additional payments that can be due under the fit-outwork agreements, the total value of the transaction related to the saleof the can be increased up to:·forSymetrisBusiness Park - Stage 1: EUR23,158,500;·forTrytonBusiness House: EUR52,119,200;and·forO3Business Campus - Stage 1: EUR49,229,000.