Echo Investment S.A.

M&A Activity • May 25, 2018

The conclusion of the final agreement concerningthe sale of the West Link office building in Wrocław

With reference to the disclosed information incurrent reports No. 5/2017, No. 7/2017 and No. 16/2017, the ManagementBoard of Echo Investment S.A. (the "Company") hereby informsthat on 25 May 2018, the Company, its subsidiary "Grupa Echo" sp. z o.o.("Grupa Echo") and an entity controlled by the Company,i.e. FORUM 60 Fundusz Inwestycyjny Zamknięty ("Forum 60"),acting as the sellers (jointly the "Sellers"), and anentity controlled by Globalworth Poland Real Estate N.V. (formerlyGriffin Premium RE.. N.V.), acting as the purchaser (the "Purchaser"),concluded a final share purchase agreement regarding the sale of 100% ofthe shares in the general partner and the limited partner (jointly, the "TargetCompanies") (the "Shares") of West Gate II -Projekt Echo - 114 Spółka z ograniczoną odpowiedzialnością sp.k. (the "Target"and jointly with the Target Companies referred to as the "Targets")(the "FSPA"). The Target is the owner of the real propertyin Wrocław and the "West Link" office building (the "Building")located thereon.

On the same date, the Sellers and the Purchaserexecuted Annex No. 3 (the "Annex") to the preliminary sharepurchase agreement dated 9 March 2017 regarding the Shares.

Information on the Building

The Building's GLA (gross leasable area) amounts to14,400 m2 (including warehouse area), the annual contracted rentalincome of the Building generated by the occupancy ratio of 100% amountsto EUR 2.5 million and its WALT (weighted average lease term) exceeds 6years. The main tenants are Nokia Solutions and Network sp. z o.o.

Consideration

The consideration for theShares amounts to EUR 2.7 million (the "Consideration")which was calculated based on the final formula, set by the Annex, forcalculating the Consideration, i.e.: (i) the quotient of NOI (i.e. thedifference between the operating income and undeductable operatingcosts) of the Building and yield of 6.873%, which amounted to approx.EUR 35.8 million on the day of the Price calculation, increased by (ii)the estimated working capital and cash amount of the Targets anddecreased by (iii) the debt amount of the Targets, where the debt amounton the day of the Price calculation amounted to approx. EUR 29.7 million(where approx. EUR 16 million was the debt of the Targets against theCompany's subsidiaries which was fully repaid and subrogated by thePurchaser) and (iv) the costs of outstanding fit-out works andconstruction works related to the Building and (v) rent free and rentreductions under the lease agreements executed with respect to theBuilding as well as income from the leased but not handed over premises.

The payment of the Consideration was conducted by wayof remittances (Polish:przekazy) and offsetting various balanceitems, including redemption of the West Link Bonds (as defined in theCompany's current report No. 16/2017) subscribed for by the Purchaserwith the aim,inter alia, to pre-fund the development of theBuilding. The Consideration is subject to further post-closingadjustments based on the final cash, debt and working capital positionsof the Targets as well as the costs of outstanding fit-out works andconstruction works related to the Building and other lease-related costs.

Transaction Documentation

Under the FSPA, the Sellers grant standardrepresentations and warranties to the Purchaser which are customary forsuch types of transactions.

Under the FSPA, the Company undertook to carry outand settle the outstanding works with respect to the Building and toprocure the removal of certain defects in the Building identified by thePurchaser (the "Defects"). In relation to the Defects, theCompany undertook to provide an unconditional, irrevocable, payable onfirst demand bank guarantee to the benefit of the Purchaser which may beused by the Purchaser in case the Company does not pay to the Purchasera guarantee payment associated with Defect that remains unrepaired (the "BankGuarantee").

The Company has also granted a corporate guarantee tothe Purchaser regarding fulfilment of obligations by Forum 60 and GrupaEcho towards the Purchaser arising under the FSPA (the"Echo Guarantee").

The terms of the Bank Guarantee and the EchoGuarantee are in line with market conditions.

Moreover, the Company and the Target amended theexisting investment management agreement, executed between them,regarding the management of the development of the Building, pursuant towhich the Company will continue to coordinate the performance of fit-outworks and other outstanding works with respect to the Building inexchange for fixed remuneration which is in line with market conditions.

The existing facility agreement granted by BankMillennium S.A. to the Target for the development of the Building, hasbeen repaid and all securities established in connection therewith hasbeen released.