Echo Investment S.A.

Regulatory Filings • Oct 4, 2016

Pursuantto Article 17 sections 1 and 4 of Regulation (EU) No. 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (the "MAR"), themanagement board of Echo Investment S.A. (the "Company")hereby publishes inside information the disclosure of which was delayedby the management board of the Company on 30 September 2016, underArticle 17 section 4 of MAR.

Accordingto the Company, immediate public disclosure would negatively affect theprocess of obtaining the corporate approvals of each party to theagreements concluded in connection with the Transaction and jeopardisethe correct assessment of the information by the public.

Insideinformation:

Withreference to current report No. 7/2016 of 1 March 2016 and currentreport No. 14/2016 of 1 June 2016themanagement board of the Company announces that, on 30 September 2016,the Company, the Company's subsidiaries (acting as the sellers), andEcho Polska Properties N.V. ("EPP"), EPP's subsidiaries(acting as the purchasers), entered into several agreements concerningthe conditional acquisition of seven real properties located in Poland(the "Real Properties") (the "Transaction").Within the Transaction the annex to theagreementwith respect to the first offer right regarding the purchase of the RealProperties (the "ROFO Agreement") was concluded.

TheTransaction involved the execution of the following agreements:

i.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Gdańsk on ul. Dyrekcyjna ("TrytonBusiness House") by Tryton - Projekt Echo - 127 sp. z o.o. sp. k. toEmfold Investments sp. z o.o. sp. k.;

ii.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Łódź on al. Józefa Piłsudskiego ("SymetrisBusiness Park - Phase 1") by Symetris - Projekt Echo - 131 sp.z o.o. sp. k. to Flaxton Investments sp. z o.o. sp. k.;

iii.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Łódź on al. Józefa Piłsudskiego ("SymetrisBusiness Park - Phase 2") by Symetris - Projekt Echo - 131 sp.z o.o. sp. k. to Flaxton Investments sp. z o.o. sp. k.;

iv.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Katowice on ul. Górnośląska, Polnaand Francuska ("A4 Business Park - Phase 3") byProjekt Echo - 135 sp. z o.o. sp. k. to A4 Business Park - "IrisCapital" sp. z o.o. sp. k.;

v.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Krakow on ul. Opolska and al. 29Listopada ("O3 Business Campus - Phase 1") byEcho-Opolska Business Park sp. z o.o. sp. k. to Ventry Investments sp. zo.o. sp. k.;

vi.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Krakow on ul. Opolska and al. 29Listopada ("O3 Business Campus - Phase 2") byEcho-Opolska Business Park sp. z o.o. sp. k. to Ventry Investments sp. zo.o. sp. k.; and

vii.apreliminary conditional real property purchase agreement regarding thesale of a real property located in Krakow at ul. Opolska and al. 29Listopada ("O3 Business Campus - Phase 3") byEcho-Opolska Business Park sp. z o.o. sp. k. to Ventry Investments sp. zo.o. sp. k.;

(jointly,the "Agreements").

Pursuantto the annex to the ROFO Agreement, in the event of any conflict betweenthe ROFO Agreement and the Agreements, the provisions of the Agreementsshall prevail over the provisions of the ROFO Agreement, however in theevent any of the Agreements is terminated or expiries, EPP's subsidiaryshall continue to havethefirst offer right regarding the purchase of the given Real Property.

Afterobtaining the corporate approvals of the Company and EPP with respect tothe execution of the Transaction the Agreements came into force on 4October 2016.

Theprincipal terms and conditions of the Agreement executed as part of theTransaction are, in principle, identical, subject to the followingexceptions.

Finalagreements executed in the performance of the Agreements will beconcluded within: (a) seven (7) business days (in the case of TrytonBusiness House, O3 Business Campus - Phase 1, A4 Business Park - Phase 3and Symetris Business Park - Phase 1); or (b) 20 (twenty) to 25(twenty-five) business days (in the case of Symetris Business Park -Phase 2, O3 Business Campus - Phase 2 and O3 Business Campus - Phase 3)of the date on which the last of the following conditions is satisfied(the "Closing Date") (i) the seller obtains the occupancypermit for the relevant building; (ii) the seller executes leaseagreements covering at least 60% of each type of rental space in a givenbuilding; (iii) the relevant seller and purchaser enter into rentguarantee agreements (the "RGAs") as referred to below;(iv) a new credit facility agreement regarding the relevant property issigned; and (v) an individual interpretation of the tax law is obtainedand exclusively in the following circumstances:

·obtainingrelevant antimonopoly consent with regard to Symetris Business Park -Phase 2, O3 Business Campus - Phase 2 and O3 Business Campus - Phase 3;

·completionof the split of the real properties on the terms as provided in therelevant Agreement with regard to Symetris Business Park - Phase 1 andSymetris Business Park - Phase 2; and

·withregard to Tryton Business House, the execution of a relevant agreementconcerning the acquisition of the legal title for the use of the parkinglot and a put and call option agreement regarding the sale of all therights and obligations related to Tryton - Projekt Echo - 127 sp. z o.o.sp. k.

In eachcase, the Closing Date will occur not later than on the thirdanniversary of the day of the singinf of the Agreements.

The finalpurchase price of each of the real properties under the relevantAgreement will be determined as a net sum corresponding to the quotientof theNOI(the cash sum determined as the annual rent revenuegenerated by a given real property less non-deductible costs,established as of a specific date as provided in the Agreement) for aperiod described in the agreement andYield(the percentage ratioof the annual real property rent profit and the value of means investedin such real property by the seller), less the costs of a relevantAgreement and the costs of completion of the fit-out works of a givenreal property, and the costs of elimination of defects, if any, less 30%(except O3 Business Campus - Phase 2, O3 Business Campus - Phase 3 andSymetris Business Park - Phase 2)(the"Price"). As at the Transaction Date, the total quotient ofNOI and Yield for all the Agreements was EUR 263,935,529.

In caseof Tryton Business House, A4 Business Park - Phase 3, O3 Business Campus- Phase 1 and Symetris Business Park - Phase 1, the Price will beincreased by the product of the NOI/Yield ratio and 0.02% (twoone-hundredths of a percent) for each commenced day after 1 October 2016(inclusive) until the Closing Date (exclusive).

Pursuantto each of the Agreements, both the relevant seller and the purchaserhave the right to withdraw from a given Agreement within three years ofthe date of execution of the Agreement in case of the occurrence ofcertain events as provided in the Agreement.

Inaddition, the Agreements contain representations and warranties of theseller and the purchaser provided in such type of transactions, as wellas standard clauses regarding the liability of the parties. Otherwise,the terms and conditions of the Agreement are not different from thoseusually applied in such types of transactions.

Under theTransaction each of the sellers and purchasers will enter into separateRGAs within the scope of specific sales of real properties. Thefundamental terms of each of the RGAs are identical and provide for aguarantee of a relevant seller to the relevant purchaser regarding suchseller's coverage of rent payments (at offer rates) and average servicecharges for the various parts of the building which are not let out tothird parties on the date of the execution of each of the Agreements,for a period of three years after the date of the execution of each ofthe Agreements.