Echo Investment S.A.

M&A Activity • Aug 23, 2016

Execution by Echo Prime AssetsB.V. of share purchase agreements with Lisala sp. z o.o. and Leon Kok.

The management board of EchoInvestment S.A. (the "Issuer") hereby informs that on 23August 2016 a subsidiary of the Issuer, Echo Prime Assets B.V. ("EchoPrime") entered into two agreements for the sale of shares in EchoPolska Properties N.V. ("Echo Polska") to: (i) Lisala sp. zo.o. with its registered seat in Warsaw ("Lisala"); and(ii) Leon Kok ( "LK"), a natural person, a citizen of theRepublic of South Africa and the financial director of RedefineProperties Limited ("Redefine") (jointly, the "Purchasers")(the "Agreements").

Pursuant to the agreementregarding the sale of the shares to Lisala, Echo Prime agreed to selland Lisala agreed to buy 12,863,228 shares in Echo Polska representingapproximately 2.5% of the share capital in Echo Polska ("SharesA") ("Agreement A"). Pursuant to the agreementregarding the sale of the shares to LK, Echo Prime agreed to sell and LKagreed to buy 25,726,456 shares in Echo Polska, representingapproximately 5% of the share capital in Echo Polska ("Shares B")("Agreement B") (Shares A and Shares B jointly as the "Shares").

Pursuant to Agreement A Lisala isentitled to transfer the rights under Agreement A to Echo Partners B.V.Pursuant to Agreement B, it is the intention of the parties that thesale of Shares B be effected between Echo Prime and the managingdirectors of Redefine or an entity controlled thereby (the "RedefineDirectors"). LK is required to transfer the rights under Agreement Bto the Redefine Directors within one month from the execution thereof.

In relation to the sale of SharesA to Lisala and Shares B to the Redefine Directors and due to the factthat Lisala agreed to being prohibited from disposing of the Shares forfive years following the shares in Echo Polska being admitted to tradingon the Johannesburg stock exchange, Redefine agreed to shorten theperiod related to the disposal of the shares in Echo Polska held by EchoPrime to one year following their admission to trading on theJohannesburg stock exchange.

Pursuant to Agreement A, thepurchase price is EUR 12,863,228 and it is to be paid by Lisala by 1April 2018 with interest accrued on the purchase price for the perioduntil the date of payment. In Agreement B the purchase price was set atEUR 25,726,456 and will be paid in two tranches: (i) the first, on theclosing date; (ii) the second, within 12 months from the date of theexecution of Agreement B (with interest accrued for that period on thevalue of the second tranche). All payments made by Echo Polska in favourof each of the Purchasers after the acquisition of the Shares therebyare to be paid by Echo Polska directly to Echo Prime to first cover theinterest accruing on the purchase price (in the case of Agreement B, thesecond tranche of the purchase price) which is to be paid by thePurchasers in accordance with the Agreements and, subsequently, to coverthe purchase price (in the case of Agreement B, the second tranche ofthe purchase price).

The transfer of ownership of bothShares A and Shares B (the "Closing") will depend on thesatisfaction of the conditions precedent of Echo Polska, Echo Prime orLisala obtaining, as the seller, consents of the financing banks for theexecution of each of the Agreements to the extent that obtaining suchconsents is required. Each of the parties to the Agreements agreed toexercise duly diligent efforts to ensure that the conditions precedentare satisfied on an as soon-as-possible basis after the date of theexecution of the relevant Agreement, but prior to 30 November 2016. Ifthe condition precedent is not satisfied or waived by theabove-mentioned date, each of the Agreements will be terminated, unlessthe parties agree, prior to that date that the deadline for thesatisfaction of the conditions precedent is extended. The Closing withrespect to Shares A and Shares B will occur within five business daysfrom the satisfaction of the above-mentioned conditions precedent inaccordance with the relevant Agreement or within a different deadlineagreed by the parties of the relevant Agreement.

Furthermore, on the Closing date,the parties to the Agreements are required to: (i) present the consentsand documents necessary for the execution of the transactions under eachof the Agreements, including specifically the consents of the othershareholders of Echo Polska; (ii) enter into a sale lock-up agreementwith respect to Shares A and Shares B, respectively; and (iii) enterinto agreements securing payments of the purchase price (in the case ofAgreement B, the second tranche of the purchase price). Under AgreementB LK is also required to deliver, on the date of closing, a guaranteeagreement to secure the payment of the second tranche of the purchaseprice.

The liability of Echo Prime forclaims raised on the basis of and in connection with each of theAgreements was limited to the equivalent of the purchase price actuallyobtained by Echo Prime pursuant to each of the Agreements.

Each of the Agreements providesthat the shares in Echo Polska will be admitted and introduced totrading on EUR MTF, an alternative trading system at the Luxembourgexchange and, subsequently, on the Johannesburg exchange (with nospecific deadline thereof). Consequently, the parties of each of theAgreements undertook to exercise efforts to effectively transfer theownership of the Shares in accordance with the laws of the Netherlandsand the Republic of South Africa, and the relevant regulations of theLuxembourg exchange and the Johannesburg exchange.

Otherwise, the Agreements containstandard clauses generally used in such type of agreements. Theagreements do not provide for contractual penalties.