EPP the company - echo-pp.comfile,19_epp-pre-listing-statement-3108a.pdf · Echo Polska Properties N.V. (Incorporated in The Netherlands) (Company number 64965945) LuxSE trading code:

Echo Polska Properties N.V.(Incorporated in The Netherlands)

(Company number 64965945)LuxSE trading code: NL0011983374

JSE share code: EPPISIN: NL0011983374

(“EPP” or “the company”)

PRE-LISTING STATEMENT

The definitions and interpretations commencing on page 10 of this pre-listing statement have been used on these cover pages.

EPP’s ordinary shares were listed on the Euro MTF market of the LuxSE on Tuesday, 30 August 2016. Pursuant to the listing on the JSE, EPP will have a dual primary listing on the LuxSE and the JSE.

This pre-listing statement is not an invitation to the public to subscribe for shares. It is issued in compliance with the JSE Listings Requirements, for the purpose of providing information to the public with regard to the company and in respect of:

a private placement to raise the Rand equivalent of approximately EUR 100 million, with the right to upscale depending on demand, by way of an offer for subscription to invited investors only for approximately 71.5 million ordinary shares in the share capital of the company, at an issue price, payable in Rand, to be determined by demand and at a EUR:ZAR exchange rate to be hedged by the company and as notified by the company to investors following the close of the offer for subscription on Tuesday, 6 September 2016, and for which an indicative issue price of EUR1.45 per ordinary share has been used in this pre-listing statement; and

the subsequent listing of all the issued ordinary shares of the company by way of a primary listing in the “Real Estate – Real Estate Holdings and Development” sector on the Main Board of the JSE.

2016

Opening date of the private placement at 09:00 Wednesday, 31 AugustClosing date of the private placement at 12:00 on Tuesday, 6 SeptemberResults of the private placement released on SENS on Wednesday, 7 SeptemberResults of the private placement published in the press on Thursday, 8 SeptemberProposed listing of the ordinary shares on the JSE from the commencement of trade on Tuesday, 13 September

Notes1. All references are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment will be released on

SENS and the LuxSE website.2. Invited investors must inform their CSDP or broker of their acceptance of the private placement shares in the manner and cut-off time stipulated by

their CSDP or broker.

Important points of noteThe offer, in the form of the private placement, is being made to invited investors only and comprises an offer for subscription for approximately 71.5 million ordinary shares in the share capital of the company, at an issue price, payable in Rand, to be determined by demand and at a EUR:ZAR exchange rate to be hedged by the company and as notified by the company to investors following the close of the offer for subscription on Tuesday, 6 September 2016, and for which an indicative issue price of EUR1.45 per ordinary share has been used in this pre-listing statement. The company has the right to upscale the number of shares issued and capital raised if supported by investor demand. Invited investors may apply to subscribe for private placement shares that will be listed in either the European market or the South African market. Invited investors who wish to apply for private placement shares to be listed in the European market are advised to contact the bookrunner for further instructions.

Applications in terms of the private placement must be for a minimum subscription of R1 000 000 per investor acting as principal.

Immediately prior to the private placement and the listing on the JSE:

• the authorised share capital of the company comprises 2 572 645 659 ordinary shares of EUR 0.81 each and 1 preference share of EUR 0.81;• the issued share capital of the company comprises 514 529 131 ordinary shares of EUR 0.81 each (all of which are listed on the LuxSE) and 1

preference share of EUR 0.81 (not listed on any stock exchange); and• there are no treasury shares in issue.

Assuming that the private placement is fully subscribed, immediately after the private placement and the listing on the JSE:

• the authorised share capital of the company comprises 2 572 645 659 ordinary shares of EUR 0.81 each and 1 preference share of EUR 0.81;• the issued share capital of the company will comprise approximately 585 999 168 ordinary shares of EUR 0.81 each (all of which will be listed on the

LuxSE and the JSE) and 1 preference share of EUR 0.81 (not listed on any stock exchange); and• there will be no treasury shares in issue.

At the date of the JSE listing, assuming the private placement is fully subscribed for, the anticipated market capitalisation of the company should be approximately R12 745 481 926.

On listing on the JSE, all EPP ordinary shares will rank pari passu in respect of all rights. There are no convertibility or redemption provisions relating to any of the ordinary shares offered in terms of the private placement. The private placement shares will be issued in dematerialised form only. No certificated private placement shares will be issued. There is no intention to extend a preference on allotment of private placement shares to any particular company or group in the event of an over subscription of private placement shares in terms of the private placement, however final allocations will be at the discretion of the directors. The listing is not subject to a minimum amount being raised in terms of the private placement. There will be no fractions of private placement shares offered in terms of the private placement. The proceeds of the private placement will be used by EPP to settle the costs associated with the private placement and the listings on the LuxSE and the JSE, as well as to pay advisory fees and partially fund the purchase of five additional properties that form part of the acquisition portfolio.

The private placement has been underwritten up to an aggregate amount of EUR 100 million. Save for the underwriting agreement, as at the last practicable date, the company has not received any binding subscription commitments.

The JSE has granted EPP a primary listing of all of its issued ordinary shares in the “Real Estate – Real Estate Holdings and Development” sector on the Main Board of the JSE, under the abbreviated name: “PolskProp”, JSE share code: EPP and ISIN: NL0011983374, which listing will be effective from the commencement of trade on Tuesday, 13 September 2016. This will be a foreign inward listing.

The listing on the JSE is subject to the company having satisfied the requirements of the JSE Listing Requirements regarding the spread of shareholders, being public shareholders holding not less than 20% of the issued ordinary share capital of the company at the point of listing on the JSE.

EPP ordinary shares will only be capable of being traded on the JSE in dematerialised form.

The directors, whose names are given in paragraph 4 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all information required by law and the JSE Listings Requirements.

Each of the corporate advisor, JSE sponsor and bookrunner, the LuxSE listing agent, the independent reporting accountants, the auditors, the legal advisor as to Dutch law, the legal advisor as to South African law, the independent property valuer, the bankers, the company secretary and the South African transfer secretaries, whose names are included in this pre-listing statement, have consented in writing to act in the capacities stated and to their names appearing in this pre-listing statement, and have not withdrawn such consent prior to the publication of this pre-listing statement.

Warning statement

Potential investors must be advised of the risk of investing in an entity listed on the Euro MTF market. The Euro MTF market is not an EU-Regulated Market, as defined in the European Directive 2004-39-EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and is outside the scope of certain EU regulations and directives such as Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and Directive 2008/11/EC of the European Parliament and of the Council of 11 March 2008 amending Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading; however in respect of the listing on the Euro MTF market a prospectus under the Euro MTF market listing rules is available on the following website: www.bourse.lu. Further, it must be noted that the Euro MTF market falls within the scope of Regulation (EC) 596/2014 on market abuse and the related Directive 2014/57/EU on criminal sanctions for market abuse setting out criminal sanctions for market abuse.

All potential investors should also carefully consider the entire contents of this pre-listing statement and of the prospectus published under the Euro MTF market listing rules (as referred to in the previous paragraph and which contains risk factors) before deciding whether or not to subscribe for ordinary shares in terms of the private placement. There may be risks of which the directors are not aware. Investors should consider carefully whether investment in EPP is suitable for them, in the light of their personal circumstances and the financial resources available to them.

In this pre-listing statement, unless otherwise stated, an indicative exchange rate of EUR1.00:ZAR15.00 has been used.

An abridged version of this pre-listing statement will be published on SENS, the LuxSE website and in the press on Wednesday, 31 August 2016 .

Corporate advisor, bookrunner and JSE sponsor LuxSE listing agent

Independent reporting accountant and auditors Independent property valuer

Legal advisor as to Dutch law Legal advisor as to South Africa law

Date of issue: Wednesday, 31 August 2016This pre-listing statement is available in English only. Copies may be obtained during normal business hours on business days from Wednesday, 31 August 2016 to Tuesday, 13 September 2016 at the offices of the company, the corporate advisor, the LuxSE listing agent and the South African transfer secretaries, as well as on the company’s website at www.echo-pp.com.

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CORPORATE INFORMATION

Registered office(Registration number 64965945)Prins Bernhardplein 200 1097 JB Amsterdam The Netherlands

Company secretaryRafal Kwiatkowski(Master of Laws)al. Solidarnosci 3625-323 KielcePoland(Postal address as above)

Corporate advisor and bookrunnerJava Capital Proprietary Limited(Registration number 2002/031862/07)6A Sandown Valley CrescentSandownSandton, 2196(PO Box 2087, Parklands, 2121)South Africa

JSE sponsorJava Capital Trustees and Sponsors Proprietary Limited(Registration number 2006/005780/07)6A Sandown Valley CrescentSandownSandton, 2196 (PO Box 2087, Parklands, 2121)South Africa

LuxSE listing agentM Partners 56, rue Charles Martel L-2134Luxembourg (Postal address as above)

Independent property valuerSavills Advisory Services Limited(Registration number 06215875)33 Margaret StreetLondon W1G 0JDUnited Kingdom(Postal address as above)

Dutch Statutory AuditorsErnst & Young Accountants LLP(Registration number 13000742)Cross TowersAntonio Vivaldistraat 1501083 HP Amsterdam(Postal address as above)The Netherlands

JSE Accredited AuditorsErnst & Young Inc.(Registration number 2005/002308/21)102 Rivonia RoadSandton, 2196Johannesburg(Private Bag X14, Sandton, 2146)South Africa

Independent reporting accountantsErnst & Young Inc.(Registration number 2005/002308/21)102 Rivonia RoadSandtonJohannesburg(Private Bag X14, Sandton, 2146)South Africa

Legal advisor as to Dutch lawLoyens & Loeff N.V.Fred. Roeskestraat 1001076 ED Amsterdam(Postbus 71170, 1008 BD Amsterdam)The Netherlands

Legal advisor as to South African lawCliffe Dekker Hofmeyr Inc.(Registration number 2008/018923/21)11 Buitengracht StreetCape Town, 8001(PO Box 695, Cape Town, 8000)South Africa

BankersCooperative Rabobank U.A.(Registration number 30046259 0000)Croeselaan 183521 CB UtrechtThe Netherlands(Postal address as above)

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South African transfer secretariesComputershare Investor Services Proprietary Limited(Registration number 2004/003647/07)70 Marshall StreetJohannesburg, 2001(PO Box 61051, Marshalltown, 2107)South Africa

Place and date of incorporationIncorporated in Amsterdam on 4 January 2016

Offers in South Africa only

This pre-listing statement has been issued in connection with the private placement in South Africa only and is addressed only to invited investors to whom the private placement may lawfully be made. The distribution of this pre-listing statement and the making of an offer through this private placement may be restricted by law. Persons into whose possession this pre-listing statement comes must inform themselves about and observe any and all such restrictions. This pre-listing statement does not constitute an offer of or invitation to subscribe for and/or purchase any shares in any jurisdiction in which the offer would be unlawful. No one has taken any action that would permit a public offering of shares in the company to occur outside South Africa.

Forward-looking statements

This pre-listing statement includes forward-looking statements. Forward-looking statements are statements including, but not limited to, any statements regarding the future financial position of the group and its future prospects. These forward-looking statements have been based on current expectations and projections about future results which, although the directors believe them to be reasonable, are not a guarantee of future performance.

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TABLE OF CONTENTS

The definitions and interpretations commencing on page 10 of this pre-listing statement have been used in the following table of contents.

Page

Corporate information 1

Salient features 6

Important dates and times 9

Definitions and interpretations 10

Pre-listing statement

Section One – Information on EPP 17

1. Overview and background 17

2. Investment case 18

3. Growth opportunities and prospects 30

4. Directors, office holders and material third parties 32

5. Share incentive scheme 37

6. Major and controlling shareholders 37

7. Tax considerations 38

Section Two – Details of the property portfolio 39

8. Summary of the initial property portfolio 39

9. Overview of the initial property portfolio 39

10. Analysis of the initial property portfolio 41

11. Summary of the enlarged property portfolio (including the acquisition portfolio) 43

12. Overview of the acquisition portfolio 43

13. Analysis of the enlarged property portfolio (including the acquisition portfolio) 44

14. Valuation reports 45

15. Property, assets and business undertakings acquired or to be acquired 45

16. Vendors 45

17. Property, assets and business undertakings disposed or to be disposed of 45

Section Three – Details of the private placement 46

18. Purposes of the private placement and the JSE listing 46

19. Salient dates and times 46

20. Particulars of the private placement 47

21. Application of proceeds 50

22. Minimum subscription 50

23. Listing statement 50

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Page

Section Four – Financial information 51

24. Forecast statements of comprehensive income 51

25. Consolidated pro forma statement of financial position 51

26. Historical financial information 51

27 Share capital 51

28. Adequacy of capital 52

29. Dividends 52

30. Material commitments, lease payments and contingent liabilities 52

31. Material borrowings 53

32. Loans receivable 53

33. Material changes 53

Section Five – Additional material information 54

34. Statement as to listing on the JSE 54

35. Material contracts 54

36. Commissions paid or payable 54

37. Government protection and investment encouragement law 54

38. Corporate governance 54

39. Exchange Control Regulations 54

40. Litigation statement 55

41. Directors’ responsibility statement 55

42. Incorporation by reference 55

43. Conflicts of interest 55

44. Consents 55

45. Preliminary expenses and issue expenses 56

46. Documents available for inspection 56

Annexure 1 Group structure 58Annexure 2 Details of major subsidiaries 59Annexure 3 Information on the directors, management and material third parties 60Annexure 4 Current and past directorships and partnerships 64Annexure 5 Salient features of the service contracts of executive directors 66Annexure 6 Extracts from the Articles of Association 68Annexure 7 Material contracts 74Annexure 8 Details of the initial property portfolio 96Annexure 9 Acquisition properties 97Annexure 10 Independent valuer’s summary valuation report 98Annexure 11 Details of acquisitions and vendor 117Annexure 12 ROFO projects 119Annexure 13 Forecast statements of comprehensive income of the EPP group 120Annexure 14 Independent reporting accountants’ limited assurance report on the forecast statements of

comprehensive income of the EPP group 123Annexure 15 Consolidated pro forma statement of financial position of the EPP group 126

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Annexure 16 Independent reporting accountants’ limited assurance report on the consolidated pro forma statement of financial position of EPP 132

Annexure 17 Independent reporting accountants’ review report on the value and existence of assets and liabilities acquired 134

Annexure 18 Historical financial information of EPP 135Annexure 19 Independent reporting accountants’ report on the historical financial information of EPP 138Annexure 20 Group accounting policies 139Annexure 21 Capital structure 145Annexure 22 Material borrowings 153Annexure 23 Corporate governance statement 159Annexure 24 South African Exchange Control Regulations 164Annexure 25 Tax considerations 166Annexure 26 Information on the underwriters 171

Private placement application form Attached

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SALIENT FEATURES

The information set out in this section of the pre-listing statement is an overview only and is not intended to be comprehensive. It should be read in conjunction with the information contained in other sections of this pre-listing statement in order to gain a comprehensive overview of the EPP group and the private placement.

The definitions and interpretations commencing on page 10 of this pre-listing statement have been used in this section.

1. OVERVIEW AND BACKGROUND

EPP is a real estate company that indirectly owns a portfolio of prime retail and office assets throughout Poland, a dynamic CEE economy with a highly attractive real estate market.

EPP was registered and incorporated in the Netherlands as a private limited liability company on 4 January 2016 and converted to a public company on 12 August 2016.

On 1 June 2016, and pursuant to the Redefine transaction, Redefine acquired a 75% stake in EPP’s issued ordinary share capital, subsequently reducing its shareholding to just under 50% through the on-sale of EPP ordinary shares to a consortium of selected co-investors. The remaining approximately 25% of EPP’s issued ordinary shares is held by Echo Prime Assets B.V., a wholly owned subsidiary of Echo, a recognised market leader in Polish commercial and residential property development and investment.

EPP was listed on the Euro MTF market of the LuxSE on Tuesday, 30 August 2016, which constitutes a primary listing. Pursuant to the listing on the JSE, EPP will have a dual primary listing on the LuxSE and the JSE.

The year end of the company is 31 December.

2. PROSPECTS

EPP has a high quality portfolio of Polish commercial properties with attractive and secure yields, tenanted by a diverse range of primarily blue-chip global clients. With the predominantly retail portfolio located in one of the most dynamic and fastest growing economies in Europe, experienced management and well reputed strategic partners, EPP represents a compelling investment.

Already the largest listed yielding Polish property company, EPP’s goal is to become the dominant retail landlord in Poland while targeting sustainable double digit annual growth in dividends per share in the short and medium term through a combination of organic and acquisitive growth.

Organic growth represents growth opportunities that are already built into the EPP portfolio and include (i) filling of vacancies in newly developed properties; (ii) 22 000 m2 of retail extensions to two of EPP’s existing retail centres that are currently underway; (iii) the 25% stake in 10 ROFO assets acquired by EPP (which entitles EPP to a 25% share in development proceeds as well as a first right of offer to acquire the ROFO assets); (iv) EPP’s 70% stake in the Warsaw retail development one of the last and best sites for retail development in Warsaw with a planned 110 000 m2 retail development.

The organic growth opportunities already built into the EPP portfolio are in addition to the potential for increasing retail rentals through a combination of the current high levels of retail sales growth in Poland (at 6.5% year on year in June 2016) and the active asset management of EPP’s portfolio of dominant regional shopping centres by a strongly incentivised, dedicated and proven executive management team who intend on leveraging EPP’s platform with retail tenants to achieve higher rentals – a strategy that will be further enhanced by the development of the Warsaw retail development site.

In addition to organic growth, EPP’s executive management team has access to numerous earnings accretive acquisitive opportunities, including through its strategic relationships with Echo, a recognised market leader in Polish commercial and residential property development and investment, and Griffin, a leading, dynamically developing investor operating in the CEE real estate market. These relationships provide the company with a significant advantage in the identification and sourcing of high quality real estate assets.

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EPP’s acquisition strategy will be focused on acquiring retail assets in strategic locations, allowing the company to further leverage its portfolio and platform with retail tenants. In the office sector, EPP may selectively acquire high quality, well located office assets in major Polish cities, let to strong international and domestic tenants where the management team believes there is scope for further value uplift. EPP will pro-actively trade office assets to ensure that its portfolio remains balanced and competitive in the long term while aiming to maintain a weighted average unexpired lease term in excess of four years. EPP will also closely monitor the logistics and fulfilment centre sectors for acquisition opportunities that meet its strategic criteria.

In addition to the opportunities for growth in distributions per share, the company believes that there are significant opportunities for growth in underlying net asset value per EPP share. The Warsaw retail development, the ROFO assets and the extensions to certain existing retail assets all represent the potential for (in some cases substantial) enhancements in underlying net asset value of EPP, given the costs at which they are being acquired and/or developed, relative to the anticipated valuation yields. Given the strength and growth of the Polish economy (as well as the potential upgrading of Poland by FTSE from advanced emerging to developed market status in the near future) the company also believes that there is the potential for further compression in Polish commercial property yields, which would in turn result in an increase in the value of the EPP portfolio.

EPP’s listing on the JSE and LuxSE is anticipated to provide it with significantly improved access to expansionary capital and provide existing and future shareholders with an opportunity to invest in a highly-attractive European economy.

3. DETAILS OF THE PRIVATE PLACEMENT

A private placement to raise the Rand equivalent of approximately EUR 100 million, with the right to upscale depending on demand, is being undertaken by way of an offer, to invited investors only, for subscription for approximately 71.5 million ordinary shares in the share capital of the company, at an issue price, payable in Rand, to be determined by demand and at a EUR:ZAR exchange rate to be hedged by the company and as notified by the company to investors following the close of the offer for subscription on Tuesday, 6 September 2016, and for which an indicative issue price of EUR1.45 per ordinary share has been used in this pre-listing statement.

Invited investors may apply to subscribe for private placement shares that will be listed in either the European market or the South African market. Invited investors who wish to apply for private placement shares to be listed in the European market are advised to contact the bookrunner for further instructions.

There are no convertibility or redemption provisions relating to the private placement shares. Private placement shares will be issued in dematerialised form only. No fractions of private placement shares will be issued.

4. UNDERWRITING AND SUBSCRIPTION COMMITMENTS

In terms of the underwriting agreement, the private placement has been underwritten up to an aggregate maximum amount of EUR 100 million at EUR1.45 per share, by the following underwriters and in the following amounts:

• Redefine – EUR 50 000 000;• CV Cinque Limited – EUR 11 194 030;• Anchor Capital Proprietary Limited – EUR 13 805 970;• Oxiana Limited – EUR 17 666 667;• Argon Holding Inc. – EUR 7 333 333.

Each underwriter has undertaken to subscribe for its pro rata portion of the applicable shares offered but not subscribed for in terms of the private placement, subject to the above maximum commitment. The underwriters will subscribe for the applicable available shares in proportion to their respective commitments.

Each underwriter has submitted a sworn affidavit to EPP confirming that it has the financial resources to meet its commitments in terms of the underwriting agreement, and the directors have made due and careful enquiry to confirm that each underwriter is able to meet its commitments in terms of the underwriting agreement.

The bookrunner will, solely, on behalf of the company, be mandated to offer certain potential investors that meet minimum pre-commitment requirements a “pre-commitment fee”, provided that the aggregate amount of all pre-commitment fees paid to all qualifying investors shall not exceed an amount of EUR 835 000 (the “pre-investment commitments”).

As at the last practicable date, no pre-investment commitments have been received.

The salient features of the underwriting agreement, including details of the underwriting fee payable to the underwriters, are set out in Annexure 7.

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5. STATEMENT AS TO LISTING ON THE JSE

The JSE has granted EPP a primary listing of all of its issued ordinary shares on the JSE in the “Real Estate – Real Estate Holdings and Development” sector on the Main Board of the JSE under the abbreviated name: “PolskProp”, JSE share code: EPP and ISIN: NL0011983374, which listing will be effective from the commencement of trade on Tuesday, 13 September 2016. This will be a foreign inward listing. The listing on the JSE is subject to the company having satisfied the requirements of the JSE Listing Requirements regarding the spread of shareholders, being public shareholders holding not less than 20% of the issued ordinary share capital of the company at the point of listing on the JSE.

Once listed on the JSE, the company will have a dual primary listing on the Euro MTF market of the LuxSE and the Main Board of the JSE.

6. ACTION REQUIRED

Applications by invited investors for private placement shares must be made in accordance with Section Three of this pre-listing statement by completing an application form, which will be provided to invited investors pursuant to the private placement in due course.

Applications for private placement shares can be made for dematerialised ordinary shares only and must be submitted through a CSDP or broker in accordance with the agreement governing the relationship between the invited investor and the CSDP or broker by the cut-off time stipulated by the CSDP or broker. Ordinary shares will only be capable of being traded on the JSE in dematerialised form.


If you are in any doubt as to what action to take, you should consult your broker, attorney or other professional advisor immediately.

7. FURTHER COPIES OF THE PRE-LISTING STATEMENT

Copies of this pre-listing statement may be obtained during normal business hours on business days from Wednesday, 31 August 2016 to Tuesday, 13 September 2016 at the following addresses, as well as on the company’s website at www.echo-pp.com:

• EchoPolskaPropertiesN.V. Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands• JavaCapitalProprietaryLimited• 6ASandownValleyCrescent,Sandown,Sandton,2196• MPartners• 56,rueCharlesMartelL-2134,Luxembourg• ComputershareInvestorServicesProprietaryLimited 70 Marshall Street, Johannesburg, 2001.

An abridged version of this pre-listing statement will be released on SENS and in the press on Wednesday, 31 August 2016.

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IMPORTANT DATES AND TIMES1

The definitions and interpretations commencing on page 10 of this pre-listing statement have been used below:

2016

Opening of the private placement at 09:00 on Wednesday, 31 August

Abridged pre-listing statement released on SENS and the LuxSE website on Wednesday, 31 August

Abridged pre-listing statement published in the press on Wednesday, 31 August

Closing of the private placement at 12:002 on Tuesday, 6 September

Results of the private placement released on SENS and the LuxSE website on Wednesday, 7 September

Notification of allotments to successful invited investors from Wednesday, 7 September

Results of the private placement published in the press on Thursday, 8 September

Listing of ordinary shares and the commencement of trading on the JSE at 09:00 on Tuesday, 13 September

Accounts at CSDP or broker updated and credited in respect of dematerialised shareholders on3 Tuesday, 13 SeptemberNotes

1. All references are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment will be released on SENS and the LuxSE website.

2. Invited investors must inform their CSDP or broker of their acceptance of the private placement shares in the manner and cut-off time stipulated by their CSDP or broker.

3. CSDPs effect payment on a delivery-versus-payment basis.

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DEFINITIONS AND INTERPRETATIONS

In this pre-listing statement and the annexures hereto, unless inconsistent with the context, an expression which denotes one gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the expressions set out in the first column bear the meaning assigned to them in the second column.

“acquisition portfolio” those properties identified in Annexure 9, being the five additional properties (some with multiple phases) to be acquired by EPP in terms of the acquisition agreements;

“acquisition agreements” collectively, the Warsaw retail development acquisition agreement and the ROFO project acquisition agreement;

“advisory agreements” collectively, the East Management advisory agreement and the Griffin advisory agreement;

“application form” the application form to be sent to invited investors pursuant to the private placement in due course, which invited investors are required to complete and return in accordance with the instructions contained therein in order to be considered for participation in the private placement;

“articles of association” the articles of association of the company, extracts of which are set out in Annexure 6;

“auditors” collectively:

(i) Ernst & Young Accountants LLP (Registration number 13000742), a limited liability partnership registered with the Chamber of Commerce in the Netherlands, in its capacity as statutory auditor, and

(ii) Ernst & Young Inc. (Registration number 2005/002308/21), a personal liability company incorporated in accordance with the laws of South Africa, in its capacity as JSE accredited auditor, full details of which are set out in the “Corporate Information” section;

“Blackview” Blackview Holdings Limited (Registration number 1906166), a company incorporated in accordance with the laws of the British Virgin Isles and a wholly-owned subsidiary of Serengeti Trust;

“ board” or “directors” or “board of directors”

the board of directors of EPP, particulars of which are set out in Annexure 3;

“Brexit” Brexit is an abbreviation for “British exit” which refers to the June 23, 2016 referendum where British citizens voted to exit the EU;

“business day” a day (other than a Saturday or Sunday or public holiday in the Netherlands, South Africa or Luxembourg) when banks are generally open in the Netherlands, South Africa and Luxembourg for normal business, as the context may require;

“Camas Investments LLC” Camas Investments sp. z o.o. (Company number 0000541969), a company organised and existing under the laws of Poland and a wholly-owned subsidiary of EPP;

“Camas Investments LP” Camas Investments sp. z o.o. S.K. (limited partnership) (Partnership number 0000423211), a partnership organised and existing under the laws of Poland and a wholly-owned subsidiary of EPP;

“Caporia” Caporia Limited (Registration number 1812041), a company incorporated in accordance with the laws of the Britain Virgin Islands, the majority shareholders of which are CVC Poland Limited and Astoria Investments Limited);

“CEE” Central and Eastern Europe;

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“common monetary area” collectively, South Africa, the Kingdoms of Swaziland and Lesotho and the Republic of Namibia;

“CSDP” a Central Securities Depository Participant in South Africa appointed by a shareholder for purposes of, and in regard to, dematerialisation, and to hold and administer securities or an interest in securities on behalf of a shareholder;

“dematerialisation” or “dematerialised” the process whereby ownership of the shares is electronically recorded and the shares are recorded in the sub-register of shareholders maintained by a CSDP or broker;

“dematerialised shareholders” shareholders who hold dematerialised shares;

“dematerialised shares” ordinary shares having been dematerialised and incorporated into the Strate system, title to which is not represented in any other way than by the sub-register of shareholders maintained by a CSDP or broker;

“development services agreements” collectively, the development services agreements entered into between Echo and each of Galaxy – Projekt Echo – 106 sp. z o.o. sp.k. and Outlet Park – Projekt Echo – 126 sp. z o.o. sp.k. (both wholly-owned subsidiaries of EPP) on 1 June 2016, in terms of which Echo will render development and leasing services in respect of the extensions, as more fully described in paragraph 3.1 below, the salient terms of which are set out in Annexure 7;

“documents of title” share certificates, certified transfer deeds, balance receipts and any other documents of title to shares acceptable to the board;

“East Management” East Management sp. z o.o. sp.k. (Company number 0000561003), a company organised and existing under the laws of Poland;

“East Management advisory agreement” the advisory agreement entered into between EPP, East Management and Camas Investments LLC on 1 June 2016, and amended on 1 August 2016, in terms of which East Management renders certain advisory services to Camas Investments LLC, as more fully described in paragraph 2.6 below, the salient terms of which are set out in Annexure 7;

“Echo” Echo Investment S.A. (Company number 0000007025), a company organised and existing under the laws of Poland and a strategic investor in EPP;

“Echo Prime Assets B.V.” a wholly owned subsidiary of Echo. through which Echo holds its shares in EPP;

“ enlarged portfolio” or “enlarged property portfolio”

EPP’s portfolio of 21 properties following the purchase of the acquisition portfolio, comprising, collectively, the initial portfolio and the acquisition portfolio;

“EPP” or “the company” Echo Polska Properties N.V. (Company number 64965945), a public company incorporated in accordance with the laws of The Netherlands, the issued ordinary share capital of which is listed on the Euro MTF market of the Luxembourg Stock exchange and is to be listed on the JSE, full details of which are set out in the “Corporate Information” section;

“EPP Facility Management” EPP Facility Management Minster Investments Sp. z o.o. S.K., a Polish limited partnership fully controlled by EPP;

“EPP group” or “the group” collectively, EPP and its subsidiaries, as detailed in Annexure 1;

“EPP Property Management” EPP Property Management Minster Investments Sp. z o.o. S.K., a Polish limited partnership fully controlled by EPP;

“EU” the European Union;

“EUR” or “Euro” the currency used by the Institutions of the European Union and the official currency of the European Union;

“EURIBOR” Euro Interbank Offer Rate;

“Exchange Control Regulations” the Exchange Control Regulations of South Africa issued under the Currency and Exchanges Act No 9 of 1933, as amended;

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“extensions” means planned extensions to the Galaxy Shopping Centre, Outlet Park Phase III and Outlet Park Phase IV;

“FIZ acquisition agreements” the investment certificates transfer agreements entered into between Echo and EPP on 17 February 2016, in terms of which Echo transferred all investment certificates in the FIZs to EPP, thereby effectively transferring ownership of the initial property portfolio to EPP, the salient terms of which are set out in Annexure 7;

“FIZs” Forum XXIX and Forum XXXIV, each a Polish closed-end investment fund and each a wholly-owned subsidiary of EPP, and “FIZ” shall mean any one of them, as the context may require;

“Forum” Forum TFI S.A., the fund manager (Towarzystwo Funduszy Inwestycyjnych) of the FIZs;

“GDP” gross domestic product;

“GLA” gross lettable area, being the total area of a property that can be rented to a tenant;

“Griffin” Griffin Real Estate sp. z o.o. (Company number 0000236246), a company organised and existing under the laws of Poland and a strategic investor in Echo;

“Griffin advisory agreement” the advisory agreement entered into between EPP, Griffin and Camas Investments LLC on 1 June 2016, and amended on 1 August 2016, in terms of which Griffin renders certain advisory services to Camas Investments LLC, as more fully described in paragraph 2.6 below, the salient terms of which are set out in Annexure 7;

“independent reporting accountants” or “EY Inc.”

Ernst & Young Inc. (Registration number 2005/002308/21), a personal liability company incorporated in accordance with the laws of South Africa, full details of which are set out in the “Corporate information” section;

“independent property valuer” or “Savills”

Savills Advisory Services Limited (Registration number 06215875), a company incorporated in accordance with the laws of England and Wales, full details of which are set out in the “Corporate information” section;

“ initial properties” or “initial portfolio” or “initial property portfolio”

collectively, the properties detailed in Annexure 8;

“invited investors” the financial institutions, selected private clients and selected retail investors to whom the offer under the private placement will be addressed and made;

“issue price” the Rand equivalent of the Euro-denominated price per private placement share, to be determined by demand and at a EUR: ZAR exchange rate to be hedged by the company and as notified by the company to investors following the close of the offer for subscription on Tuesday, 6 September 2016, and for which an indicative issue price of EUR 1.45 per ordinary share has been used in this pre-listing statement;

“IFRS” International Financial Reporting Standards, as issued by the International Accounting Standards Board;

“Java Capital” collectively, Java Capital Proprietary Limited (Registration number 2002/031862/07), in its capacity as corporate advisor and bookrunner and Java Capital Trustees and Sponsors Proprietary Limited (Registration number 2006/005780/07), in its capacity as sponsor, both private companies incorporated in accordance with the laws of South Africa, full details of which are set out in the “Corporate Information” section;

“JSE” the Johannesburg Stock Exchange, being the exchange operated by the JSE Limited (Registration number 2005/022939/06) and licensed as an exchange under the Financial Markets Act No 19 of 2012, as amended in accordance with the laws;

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“JSE listing” or “listing on the JSE” the listing of the issued ordinary shares of the company in the “Real Estate – Real Estate Holdings and Development” sector on the Main Board of the JSE;

“JSE listing date” the date on which the JSE listing is effective, expected from the commencement of business on Tuesday, 13 September 2016;

“JSE Listings Requirements” the Listings Requirements, as issued by the JSE from time to time;

“King III” the Code of Corporate Practices and Conduct in South Africa representing principles of good corporate governance as laid out in the King Report, as amended from time to time;

“last practicable date” the last trading date before the finalisation of this pre-listing statement, being Thursday, 18 August 2016;

“loan facility agreements” collectively, the loan facility agreements entered into by EPP, as more fully described in paragraph 3 below, the salient terms of which are set out in Annexure 7;

“LuxSE” the Luxembourg Stock Exchange;

“LuxSE listing” or “listing on the LuxSE”

the listing of the issued ordinary shares of the company on the Euro MTF market of the LuxSE, in terms of the LuxSE Rules and Regulations and effective from Tuesday, 30 August 2016;

“LuxSE listing agent” M Partners, a law firm regulated by the Barreau de Luxembourg incorporated in accordance with the laws of Luxembourg, full details of which are set out in the “Corporate Information” section;

“LuxSE Rules and Regulations” the Rules and Regulations of the LuxSE governing, amongst other things, the Euro MTF market;

“m2” square metres;

“major subsidiary” a major subsidiary as defined in the JSE Listings Requirements, namely a subsidiary that represents 25% or more of the total assets or revenue of the consolidated group;

“master lease agreements” collectively, the master lease agreements entered into between Echo (as tenant) and each of Galaxy – Projekt Echo – 106 sp. z o.o. sp.k. and Outlet Park – Projekt Echo – 126 sp. z o.o. sp.k. (both indirectly wholly-owned subsidiaries of EPP) (as landlord) on 1 June 2016, relating to the lease of that part of the extensions to the Galaxy Shopping Centre and Outlet Park Phase III Shopping Centre that will be not be leased to tenants on the date on which such extension is opened to clients, as more fully described in paragraph 3 below, the salient terms of which are set out in Annexure 7;

“Minster Investments” Minster Investments sp. z o.o. sp.k. (limited partnership) (Partnership number 0000552872), a partnership organised and existing under the laws of Poland and a wholly-owned subsidiary of EPP;

“NOI” net operating income;

“OECD” the Organisation for Economic Co-operation and Development;

“ ordinary shares” or “EPP ordinary shares”

ordinary shares of EPP, each with a par value of EUR 0.81;

“ own-name dematerialised shareholders”

shareholders holding dematerialised shares and who have instructed their CSDP to hold their ordinary shares in their own name on the sub-register of shareholders maintained by a CSDP or broker in South Africa;

“the/this pre-listing statement” this pre-listing statement dated 31 August 2016, including all annexures;

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“Pivotal Global” Pivotal Global Proprietary Limited (Registration number 2015/291941/07), a company incorporated in accordance with laws of South Africa and a wholly-owned subsidiary of The Pivotal Fund Limited (Registration number 2005/030215/06), a public company incorporated in accordance with the laws of South Africa, the issued share capital of which is listed on the JSE;

“PLN” Polish zloty, the lawful currency of Poland;

“preference share” a non-convertible preference share of EPP, with a par value of EUR 0.81, entitling Echo Prime Assets B.V. to profit distributions referenced off the net operating income generated by the extensions as determined post their completion, as more fully detailed in Annexure 21, which preference share is held by Echo Prime Assets B.V. (being a wholly owned subsidiary of Echo) and which is not and will not be listed on any stock exchange;

“press” the Business Day newspaper in South Africa;

“private placement” the private placement of the private placement shares, to raise the Rand equivalent of up to approximately EUR 100 million at an indicative issue price, payable in Rand, of EUR1.45, as more fully detailed in Section Three of this pre-listing statement;

“private placement shares” up to approximately 71.5 million ordinary shares, to be offered and issued in terms of the private placement;

“promoter” the parties responsible for the formation of a company and who earn(s) a fee therefrom, in cash or otherwise, if any;

“R” or “Rand” or “ZAR” South African Rand, the lawful currency of South Africa;

“Redefine” Redefine Properties Limited (Registration number 1999/018591/06), a public company incorporated in accordance with laws of South Africa and registered as a real estate investment trust, the issued share capital of which is listed on the JSE;

“Redefine transaction” the acquisition by Redefine of a 75% stake in EPP’s issued ordinary share capital, effective on 1 June 2016; it being recorded that such stake has subsequently been reduced to just under 50%, through the on-sale of EPP ordinary shares to a consortium of selected co-investors;

“Redefine transaction agreement” the share purchase and subscription agreement concluded between Echo, Redefine and EPP on or about 1 March 2016 and amended in terms of a deed of amendment dated 1 June 2016, relating to, inter alia, the Redefine transaction, the salient terms of which are set out in Annexure 7;

“ROFO agreements” collectively, the ROFO office agreement and the ROFO retail agreement;

“ROFO office agreement” the ROFO office agreement entered into between Echo, EPP and Minster Investments on 1 June 2016, in terms of which Echo grants EPP a right of first offer to acquire the office ROFO projects, the salient terms of which are set out in Annexure 7;

“ ROFO project acquisition agreements”

the binding term sheet concluded by EPP and Echo on 5 July 2016, in terms of which EPP will acquire the O3 Business Campus Phase I, A4 Business Park Phase III, Tryton Business House and Symetris Business Park Phase I, being the properties numbered 2 to 5 in Annexure 9, the salient terms of which are set out in Annexure 7;

“ROFO projects” means the buildings and other structures detailed in Annexure 12;

“ROFO retail agreement” the ROFO retail agreement entered into between Echo, EPP and Camas Investments LP on 1 June 2016, in terms of which Echo grants EPP a right of first offer to acquire the retail ROFO project, the salient terms of which are set out in Annexure 7;

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“ROFO SPV” a company or partnership that is the direct holder (i.e. owner and/or perpetual usufruct holder) of a property on which a given ROFO project is being developed at the relevant time;

“shareholders” or “EPP shareholders”

holders of ordinary shares, as recorded in the share register;

“shares” ordinary shares and/or the preference share, as the context may require;

“SARB” South African Reserve Bank;

“SENS” Stock Exchange News Service of the JSE;

“South Africa” the Republic of South Africa;

“Strate” Strate Proprietary Limited (Registration number 1998/022242/07), a private company incorporated in accordance with the laws of South Africa and the electronic clearing and settlement system used by the JSE to settle trades;

“subsidiaries” those FIZs and other entities detailed in Annexure 1;

“transfer secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company incorporated in accordance with the laws of South Africa, full details of which are set out in the “Corporate information” section;

“underwriting agreement” the agreement entered into between EPP and the underwriters, in terms of which the underwriters have agreed to underwrite the private placement up to an aggregate amount of EUR 100 million, which agreement constitutes a binding subscription undertaking by the underwriters, further details of which are set out in paragraphs 4 and 21.13 of the pre-listing statement and the salient terms of which are set out in Annexure 7;

“underwriters” those entities identified as the underwriters in paragraphs 4 and 21.12 of this pre-listing statement and “underwriter” refers to each of such entities;

“vendors” the vendors of the material assets purchased by the group since the date of incorporation of the company (namely, the initial portfolio) or proposed to be purchased (namely, the acquisition portfolio);

“ Warsaw retail development acquisition agreement”

the binding term sheet concluded by EPP, Fidelin Development sp. z o.o. sp.k. and Echo on 6 June 2016, in terms of which EPP will acquire the Warsaw retail development site, the salient terms of which are set out in Annexure 7;

“Warsaw retail development site” the Warsaw retail development shopping centre, being the property numbered 1 in Annexure 9 and surrounding properties;

“WAULT” weighted average unexpired lease term; and

“yield” the distribution available to a holder of a share in any financial year divided by the market price of that share.

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Echo Polska Properties N.V.(Incorporated in the Netherlands)




Directors of the company

Hadley Dean (Chief executive officer)

Maciej Drozd (Chief financial officer)

Robert Weisz (Independent non-executive chairman)

Marek Belka (Independent non-executive director)

Marc Wainer (Non-executive director)

Andrew Konig (Non-executive director)

Maciej Dyjas (Non-executive director)

Nebil Senman (Non-executive director)

Dionne Hirschowitz (Independent non-executive director)

Andrea Steer (Independent non-executive director)

Peter Driessen (Independent non-executive director)

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SECTION ONE – INFORMATION ON EPP

1. OVERVIEW AND BACKGROUND

1.1 Incorporation and nature of business

1.1.1 EPP is a real estate company that owns a portfolio of 10 retail and six office assets located throughout Poland, a dynamic CEE economy with a highly attractive real estate market.

1.1.2 EPP was registered and incorporated in the Netherlands as a private limited liability company under Dutch law on 4 January 2016 and converted to a public company under Dutch law on 12 August 2016.

1.1.3 The official seat (statutaire zetel) of the company is Amsterdam, the Netherlands, and the registered office and postal address of the company is set out in the “Corporate Information” section.

1.1.4 The company’s financial year end is 31 December.

1.2 History

1.2.1 EPP was incorporated with Echo as its sole shareholder.

1.2.2 EPP acquired the initial property portfolio on 17 February 2016, through the acquisition from Echo of all the investment certificates in the FIZs. The FIZs indirectly own the initial properties through various special limited partnerships and special purpose vehicles, as more fully set out in Annexure 1.

1.2.3 On 1 June 2016, and pursuant to the Redefine transaction, Redefine acquired a 75% stake in EPP’s issued ordinary share capital, subsequently reducing its shareholding to just under 50% through the immediate on-sale of ordinary shares to a consortium of selected co-investors. The remaining approximately 25% of EPP’s issued ordinary shares continues to be held by Echo, through its wholly-owned subsidiary, Echo Prime Assets B.V.

1.2.4 EPP was listed on the Euro MTF market of the LuxSE on Tuesday, 30 August 2016.

1.2.5 The salient terms of both the FIZ acquisition agreements and the Redefine transaction agreement are set out in Annexure 7.

1.3 Group structure

1.3.1 Subsidiaries

The company has two major subsidiaries. The full name, place of incorporation, date of incorporation, nature of business and the percentage held by EPP of each major subsidiary, is set out in Annexure 2.

1.3.2 Corporate structure of EPP’s group

1.3.2.1 EPP does not directly hold any properties. Such properties are held indirectly through FIZs which are limited partners in Luxembourg special purpose limited partnerships (the “Lux SPVs”), which in turn are limited partners in Polish special purpose vehicles (the “Polish SPVs”) that directly hold the properties. The general partners of both the Lux SPVs and the Polish SPVs are wholly owned subsidiaries of EPP. The detailed corporate structure of EPP’s group is set out in Annexure 1.

1.3.2.2 The FIZs in EPP’s group are managed by Forum, which acts as the fund manager (Towarzystwo Funduszy Inwestycyjnych) of such FIZs. The fee for the services of Forum is approximately less than EUR 100 000 annually. Forum is responsible for portfolio and risk management with respect to the FIZs (under the strict control of the general meetings of the FIZs, which consist of EPP), and manages the relationships between EPP, the Lux SPVs, service providers (auditors, etc.), regulators and any contractors of the FIZs. Forum is responsible for achieving the investments goals of the FIZs and also takes full responsibility with respect to the Polish Financial Supervision Authority. Generally, Forum, as the fund manager, takes independent decisions with respect to the assets of the FIZs, i.e. regarding interests in Lux SPVs (but not the properties themselves or the interests in the Polish SPVs which directly hold the properties), which are taken by general partners of the Lux SPVs and the Polish SPVs that are wholly owned by EPP.

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1.3.2.3 The fact that EPP holds investment certificates in the FIZs does not entitle it to force Forum to act in a certain way; nevertheless, the business decisions with respect to all of the properties are made at the level of EPP due to the following:

1.3.2.3.1 all material (key) decisions of the FIZs, with respect to their assets (interests in Lux SPVs), require the prior consent of the meeting of the investors (being EPP), such as the acquisition, disposal or encumbrance of material assets (i.e. interests in partnerships or companies);

1.3.2.3.2 all material (key) decisions relating to interests in the Polish SPVs (including decisions in relation to disposals of interests in such SPVs) are taken at the level of the Lux SPVs by their general partners which are wholly owned by EPP; and

1.3.2.3.3 all material (key) decisions relating to all properties (including decisions in relation to property management, further development and/or the disposal of a property) are taken at the level of the Polish SPVs by their general partners which are wholly owned by EPP.

1.3.3 General remarks regarding FIZs

FIZs are Polish closed-ended investment funds which are regulated by the Investment Funds and Management of Alternative Investment Funds Act (“IFMAIF Act”). Closed-ended investment funds are established by a fund manager (Towarzystwo Funduszy Inwestycyjnych) (“CEI fund”), a joint-stock company, the activity of which is regulated by the Polish Financial Supervisory Authority (“PFSA”).

The establishment of a CEI fund requires the prior consent of the PFSA. CEI funds issue equity financial instruments called ‘investment certificates’. A CEI fund’s governing authorities comprise the fund manager and the meeting of the investors. The detailed scope of the competencies of a CEI fund’s authorities is set forth in its statute, the provisions of which are subject to the IFMAIF Act. The fund manager establishes, manages and represents the CEI fund in dealings with third parties. From the moment a CEI fund is registered in the registry of investment funds, the fund manager acts as one of the CEI fund’s authorities. The meeting of the investors is an authority through which all of the CEI fund’s investors can be represented.

2. INVESTMENT CASE

2.1 Introduction

EPP has a high quality portfolio of commercial properties with attractive and secure yields, tenanted by a diverse range of primarily blue-chip global clients, which portfolio is to be supplemented by the acquisition portfolio. With the portfolio located in one of the most dynamic and fastest growing economies in Europe, experienced management and well reputed long term strategic shareholders, EPP represents a compelling investment.

The company’s strategy is to create the leading commercial real estate platform in Poland and the directors are of the opinion that it is well placed to achieve this strategy, as more fully described in this paragraph 2 and paragraph 3 below.

EPP’s listing on the JSE and LuxSE is anticipated to provide it with significantly improved access to expansionary capital and provide existing and future shareholders with an opportunity to invest in a dynamic and highly-attractive economy.

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2.2 Overview of the initial and expanded portfolios

2.2.1 Initial portfolio

EPP’s initial portfolio comprises 10 retail and six office properties, all located in leading Polish cities, with a combined market value of EUR 1 209 600 000 as at 30 June 2016. By market value, retail properties comprise 78% of the initial portfolio.

Figure 1: Sector split of initial portfolio by market value

Figure 2: Geographic location of EPP’s properties (including acquisition properties and ROFO assets) in Poland

PropertyInitial

PortfolioROFO

acquiredRemaining

ROFODevelop

ment

Warsaw

Park Rozwoju Stage I and II (Office)

Warsaw retail development (Retail)

Wroclaw

Pasaz Grunwaldzki (Retail)

West Gate (Office)

Sagitarius (Office)

Nobilis Business House (Office)

Katowice

A4 Business Park Stage I and II (Office)

A4 Business Park Stage III (Office)

Libero (Retail)

Kraków

03 Business Park I (Office)

03 Business Park II (Office)

03 Business Park III (Office)

Kielce

Galeria Echo (Retail)

Astra Park (Office)

Szczecin

Galaxy (Retail)

Outlet Park (Retail)

Oxygen (Office)

Poznan

Malta Office Park (Office)

Kalisz

Galeria Amber (Retail)

Gdansk

Tryton Business House (Office)

Lodz

Symetris Business Park I (Office)

Symetis Business Park Phase II (Office)

Belchatow

Galeria Olimpia (Retail)

Centrum Echo Belchatow (Retail)

Jelenia Gora

Galeria Sudecka (Retail)

Przemysl

Centrum Echo Przemysl (Retail)

Lomza

Galeria Veneda (Retail)

A

B

C

D

E

F

G

H

I

J

K

L

M

N

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Figure 3: Split of rental income and GLA from initial properties by sector

*Based on rent rolls as at last practicable date

Figure 4: Yielding asset split for office and retail by city based on GLA

Figure 5: Yielding asset split for office and retail by city based on rental income

*Based on forecast rental income for the 12 months ended 31 December 2017

The initial properties are high quality and modern assets with solid property fundamentals. The majority of buildings are less than five years old.

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The initial portfolio offers an attractive and secure yield profile with approximately 6 – 7% fully let net operating income yield and a long lease expiration profile and a portfolio weighted average unexpired lease term of over five years.

The initial portfolio has a diversified tenant base of leading retailers with international brands representing approximately 61% of income in the case of retail properties and a tenant base of primarily blue chip companies in the case of office properties.

The average cost of debt on the initial portfolio is under 2%. Around 93% of rental contracts are denominated in Euros and approximately 94% have CPI indexation.

Full details of the initial properties are set out in Section Two of this pre-listing statement and in Annexure 8.

2.2.2 Expanded portfolio

The acquisition portfolio is valued at EUR 185 900 000 as at 30 June 2016. The purchase of the acquisition portfolio will see EPP’s expanded portfolio comprise a total of 10 retail and 10 office properties, as well as a dominant retail development all located in leading Polish cities, with a combined market value of EUR 1 395 500 000 as at 30 June 2016.

The above aggregate valuations include a 70% stake in the Warsaw retail development site, at an acquisition price of EUR 84 000 000. The site, initially a land acquisition that is one of the last and best sites for retail development in central Warsaw, is the subject of an intended 110 000 m2 dominant retail development that will significantly alter its use and increase its value.

With purchasing power close to the EU average, Warsaw attracts the highest prime rentals and has the lowest vacancy rates in Poland. The Warsaw retail development has garnered strong interest from potential tenants. The development will have an estimated stabilised NOI after completion (planned for 2020) of EUR 33.76 million. The dominant nature of the development will enhance EPP’s negotiating ability with retailers across its entire portfolio.

Ownership of Tryton Business Park, A4 Business Park Phase III, O3 Business Campus Phase I and Symetris Business Park Phase I (being the ROFO assets) is expected to transfer to the group by the end of 2016. Transfer of ownership of the remaining properties and phases of properties within the acquisition portfolio to EPP is subject to the fulfilment of certain conditions precedent, as further detailed in paragraph 3.1.

Figure 6: Sector split of expanded portfolio by market value

Based on the acquisition of Tryton Business Park, A4 Business Park Phase III, O3 Business Campus Phase I and Symetris Business Park Phase I, which are expected to be complete by December 2016

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Figure 7: Split of rental income and GLA in respect of the enlarged portfolio (by sector)

Based on the acquisition of Tryton Business Park, A4 Business Park Phase III, O3 Business Park Campus I and Symetris Business Park Phase I, which are expected to be complete by December 2016

Figure 8: Yielding asset split for office properties in respect of the enlarged portfolio (by city)

*Based on forecast rental income for the 12 months ended 31 December 2017 including the acquisition of Tryton Business Park, A4 Business Park Phase III, O3 Business Campus Phase I and Symetris Business Park Phase I which are expected to be complete by December 2016.

Full details of the acquisition portfolio are set out in Section Two of this pre-listing statement and in Annexure 9.

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2.3 Poland as a real estate investment destination

2.3.1 Macroeconomic factors

Poland is one of the largest countries, and consistently one of the fastest growing economies, in Europe. As reflected in Figure 8 below, it has real GDP growth rates well in excess of the EU average which it is expected to sustain.

Figure 9: Real GDP growth for a selection of EU countries showing sustained, comparatively high growth for Poland

Source: EIU

In the last 25 years, the Polish economy has more than doubled as measured by real GDP. Poland was the only EU country to avoid recession during the global financial crisis and is now the sixth largest economy in the EU and the largest economy in Central Europe, accounting for 44% of the region’s nominal GDP. In the last 20 years, exports increased more than 25 times. Poland has the highest growth in CEE underpinned by significant further wealth convergence potential to the EU. Its impressive growth over the last two decades, alongside a healthy and well-capitalised banking sector, has positioned the country well to become a growth engine in Europe.

Figure 10: Forecast growth in GDP per capita for a selection of Eastern European countries

Source: EIU

Consumer confidence in Poland has reached pre-crisis highs driven predominantly by continued increases in average household income. This has spurred robust growth in private consumption which is expected to reach 4.1% in 2016.

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Figure 11: Key macroeconomic statistics for Poland showing rising consumer growth, decreasing unemployment which is underpinning growth

Source: European Commission 2016

Unemployment in Poland is at a 25-year low and expected to continue falling. Economic growth in the region has been driven by increased domestic and international investment.

Figure 12: Investment volumes into Poland by origin, showing Germany as an important investor

Poland is the largest EU development fund beneficiary with €105.8 billion allocated for the years 2014 to 2020. It has been the recipient of record-levels of foreign investment over the last few years due to inter alia relative political stability, geographic positioning within the EU (bordered by Germany, the largest EU economy) and an improved business climate. Germany is Poland’s biggest trading partner, accounting for 27.1% of all Polish exports and 22.9% of all imports for 2015.

In the OECD education ranking, Poland is ranked 11th in the world and 5th in Europe (ahead of Britain and the United States of America).

Poland is also the regional leader in outsourced IT and business process outsourcing (BPO) services. According to the Tholons report for 2015, Krakow occupies the first position in Europe in the Emerging Outsourcing Destinations and 9th in the world.

As part of the acceleration of an established trend, in the aftermath of Brexit, Poland is well placed to benefit, as companies in the United Kingdom consider transferring part or all of their operations. Poland, being one of the most cost-efficient countries in terms of office space and human resources, with a highly skilled labour force, is therefore an attractive destination.

Poland has a healthy and well-capitalised banking sector.

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2.3.2 Yields and market liquidity

Although Poland is now considered part of developed Europe, yield spreads are, as reflected in Figure 12 below, still attractive.

Figure 13: Polish office and retail prime yields and average commercial yield spread

Source: FactSet, JLL

Increased interest in Poland and the CEE region has provided increased liquidity. As returns from core European markets continue to tighten, the CEE region is expected to attract further capital and re-pricing.

Figure 14: Average European prime office yield vs benchmarks showing tightening

The National Bank of Poland cut its main policy interest rate in October 2015 and March 2015 by 100 basis points, and the reference rate remains at a record low of 1.5%. Public investment is set to accelerate in 2017, with projects co-financed with EU funds entering the implementation phase.

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Figure 15: Investment volumes into the CEE region over the period 2012 to 2015 showing significant growing investment into Poland

2.4 The Polish property sector

2.4.1 Retail market review

The Polish market has noted increased activity among foreign retail centre operators and investors, resulting from their search for new attractive markets. Similarly, the tenant base in the retail sector is becoming increasingly international. By the end of 2015, the total retail stock reached 10.9 million m² including 9.3 million m² in shopping centres. During the past year, about 623,000 m² of new retail space was delivered to the market. Extensions of existing schemes constituted 25% of new supply.

Among retail formats, traditional shopping centres still dominate, however factory outlets are gaining some traction.

In 2015, approximately 25 new international brands (including à Tab, Superdry, Kiabi, Sportisimo, Gate, Origins and Decimas, the gastronomy chains Dairy Queen, Dunkin’ Donuts and Fuddruckers, as well as Fitness 24 Seven) debuted in Poland.

Figure 16: Value of retail real estate investments and prime yields in Poland

Source: Company reports and CBRE

While Warsaw remains the largest retail market, followed by other large cities such as Tri-City, Poznan, Wroclaw, Krakow, Lodz, Katowice and Szczecin, smaller cities are gaining popularity among investors.

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Figure 17: Shopping centre density and purchasing power per capita in main Polish cities

Source: JLL

In 2015, the retail vacancy rate in major Polish cities was below 4%. The highest level was noted in Łódź, Kraków and Upper Silesia (3.8%), while the lowest was in Warsaw (1.5%). The lowest amount of available space was recorded in Wrocław and Poznań.

Figure 18: Shopping centre yields for a selection of European countries

Source: CBRE

2.4.2 Office market overview

At the end of Q2 2016, the total office stock (in nine major cities) was estimated at 8.5 million m². During 2015, developers completed over 587,400 m² of office space. Warsaw is by far the largest office market in Poland and accounted for 47% of the new supply added in 2015. However, regional business centres have started expanding rapidly, driven by growing demand for office space in smaller cities. There is a high level of construction activity in Warsaw, Wroclaw and Krakow, however Katowice, Poznań, Gdansk, Łódź and Tri-City are becoming preferred destinations for the business process outsourcing and the shared service centres industry.

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Figure 19: Value of office real estate investments in Poland

Source: Company reports and CBRE

According to Colliers, 2015 was a record year in terms of the amount of leased space in Poland. Gross demand registered from the first to the fourth quarter exceeded the previous year by 35% and reached 1.38 million m2. Net absorption was estimated at 572,800 m2. Pre-let deals constituted a significant proportion of transaction volumes (20.7%).

Figure 20: Value of office stock in Poland and rentals

The vacancy rate in Poland declined slightly in 2015 to 11.6% as compared to 12.4% at the end of 2014.

2.5 Strategic investors

2.5.1 Overview of strategic partners

2.5.1.1 EPP has the benefit of long term strategic relationships with partners with a wealth of real estate experience and proven track records. Strategic partners include Redefine, a leading South African property fund and Echo, a recognised market leader in the Polish commercial and residential property development and investment space.

2.5.1.2 Echo’s in-house development and asset management team has been recognised over the years with many awards. Echo is backed by highly reputable international investors with a strong track record, such as Oaktree, that has been a major investor in Poland for almost a decade, Pacific Investment Management Company LLC (PIMCO) and Griffin, a leading, dynamically developing investor operating on the commercial real estate market in the CEE region. Griffin has invested over EUR 650 million of equity in over 30 deals from 2010 to date and currently has around EUR 4 billion in assets under management.

2.5.1.3 More information in relation to Echo is available on the Echo website (www.echo.com.pl/en/home/).

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2.5.2 Lock-in of strategic investors

2.5.2.1 Save for permitted intra-group disposals, a disposal to Redefine International plc or its subsidiaries, or disposals to the co-investors as set out in paragraph 1.2.3, or the disposal contemplated in the note under the table in paragraph 7.2, Redefine has agreed that it will not dispose of any of its ordinary shares, without the prior written consent of Echo Prime Assets B.V., prior to 1 June 2017.

2.5.2.2 Echo Prime Assets B.V. is contractually entitled to sell 10% of its ordinary shares, i.e. 2.5% of EPP’s issued ordinary share capital before or around the JSE listing, to Przemyslaw Krych and/or Maciej Dyjas and/or Nebil Senman (being key executives of Echo and Griffin) and/or Lisala and Echo Partners B.V. and/or entities directly or indirectly controlled by any of them (the “minority Echo stake holders”).

2.5.2.3 Save for permitted intra-group disposals, a disposal to one or more minority Echo stake holders or the disposal contemplated in the note under the table in paragraph 7.2, Echo Prime Assets B.V. has agreed that it will not dispose of any of its ordinary shares, without the prior written consent of Redefine, prior to 1 June 2017.

2.5.2.4 If Echo Prime Assets B.V. has sold any ordinary shares to minority Echo stake holders, as contemplated in paragraph 2.5.2.2, the minority Echo stake holders will be required to retain 100% of their ordinary shares until the fifth anniversary of the JSE listing date.

2.5.2.5 If Echo Prime Assets B.V. has not sold ordinary shares to minority Echo stake holders, it will retain the following percentages of ordinary shares (determined as at the date that of the JSE listing):

2.5.2.5.1 100% until the first anniversary of the JSE listing date;

2.5.2.5.2 at least 70% until the second anniversary of the JSE listing date (or 60% with the consent of Redefine);

2.5.2.5.3 at least 50% until the third anniversary of the JSE listing date (or 40% with the consent of Redefine);

2.5.2.5.4 At least 20% until the fifth anniversary of the JSE listing date,

whereafter it will be entitled to sell its ordinary shares without restriction.

2.5.2.6 The lock-in provisions in respect Echo Prime Assets B.V.’s ordinary shares will fall away inter alia if Redefine’s shareholding in EPP falls below 30% of EPP’s issued share capital or if Redefine agrees to release Echo Prime Assets B.V. from the lock-in restrictions.

2.6 Management and advisory services

2.6.1 EPP’s asset management function is undertaken by EPP’s strongly incentivised, dedicated and proven executive management team, subject to strategic oversight by Echo. Each management team member has 15-20 years’ experience in asset management covering all areas, including inter alia, acquisition and development through redevelopment, repositioning, leasing, negotiations, financing and disposals, reporting, tenant relationship management and marketing. The experience relates mainly to Poland, but also includes other EU countries and the United States of America. Incentives are market level compensation, performance related bonuses and a contemplated long-term incentive share scheme, further details of which are set out in paragraph 2.4 of Annexure 3. From incorporation to 30 June 2016, EPP’s property management function was undertaken by an external limited partnership. With effect from 1 July 2016, the EPP group acquired all general partner and limited partner rights in the property manager, such that the company’s property management function is currently undertaken internally by the EPP group. EPP has an experienced asset and property management team with proven real estate track records, the majority of which joined the company from Echo from 1 June 2016 and who therefore benefit from long term relationships with portfolio tenants. EPP currently employs c. 100 employees.

2.6.2 The entire EPP executive team brings extensive international and domestic leasing experience and are widely regarded as being specialised in understanding occupier needs, alternatives and motivations. The EPP team also maintains positive relationships with the leading agencies and advisors who generally represent important tenants in the market.

2.6.3 The salient terms of the agreement in terms of which EPP’s asset and property management function was internalised are set out in Annexure 7.

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2.6.4 EPP has also contracted Griffin and East Management to render advisory services to both EPP and Camas Investments LLC, a subsidiary of EPP, in respect of the conduct of the EPP group’s real estate business and projects. Such advisory services will include advisory services related to extensions to Galaxy Shopping Centre and Outlet Park Shopping Centre, as well as services related to the EPP equity raising, including the private placement. The appointment of Griffin and East Management commenced on 1 June 2016 and will be for an initial period of five years. EPP is liable for the obligations of Camas Investments LLC under the advisory agreements as a joint and several debtor.

2.6.5 The salient terms of the advisory agreements are set out in Annexure 7.

3. GROWTH OPPORTUNITIES AND PROSPECTS

Already the largest Polish listed yielding property company, EPP’s goal is to become the dominant retail landlord in Poland while targeting sustainable double digit annual growth in dividends per share in the short and medium term through a combination of organic and acquisitive growth.

Organic growth represents growth opportunities that are already built into the EPP portfolio and include (i) filling of vacancies in newly developed properties; (ii) 22 000 m2 of retail extensions to two of EPP’s existing retail centres that are currently underway; (iii) the 25% stake in 10 ROFO assets acquired by EPP (which entitles EPP to a 25% share in development proceeds as well as a first right of offer to acquire the ROFO assets); (iv) EPP’s 70% stake in the Warsaw retail development one of the last and best sites for retail development in Warsaw with a planned 110 000 m2 retail development.

The organic growth opportunities already built into the EPP portfolio are in addition to the potential for increasing retail rentals through a combination of the current high levels of retail sales growth in Poland (at 6.5% year on year in June 2016) and the active asset management of EPP’s portfolio of dominant regional shopping centres by a strongly incentivised, dedicated and proven executive management team who intend leveraging EPP’s platform with retail tenants to achieve higher rentals – a strategy that will be further enhanced by the development of the Warsaw retail development site.

In addition to organic growth, EPP’s executive management team has access to numerous earnings accretive acquisitive opportunities, including through its strategic relationships with Echo, a recognised market leader in Polish commercial and residential property development and investment, and Griffin, a leading, dynamically developing investor operating in the CEE real estate market. These relationships provide the company with a significant advantage in the identification and sourcing of high quality real estate assets.

EPP’s acquisition strategy will be focused on acquiring retail assets in strategic locations, allowing the company to further leverage its portfolio and platform with retail tenants. In the office sector, EPP may selectively acquire high quality, well located office assets in major Polish cities, let to strong international and domestic tenants where the management team believes there is scope for further value uplift. EPP will pro-actively trade office assets to ensure that its portfolio remains balanced and competitive in the long term while aiming to maintain a weighted average unexpired lease term in excess of four years. EPP will also closely monitor the logistics and fulfilment centre sectors for acquisition opportunities that meet its strategic criteria.

In addition to the opportunities for growth in distributions per share, the company believes that there are significant opportunities for growth in the underlying net asset value per EPP share. The Warsaw retail development, the ROFO assets and the extensions to certain existing retail assets all represent the potential for (in some cases substantial) enhancements in underlying net asset value of EPP given the costs at which they are being acquired and/or developed relative to the anticipated valuation yields. Given the strength and growth of the Polish economy (as well as the potential upgrading of Poland by FTSE from advanced emerging to developed market status in the near future) the company also believes that there is the potential for further compression in Polish commercial property yields, which would in turn result in an increase in the value of the EPP portfolio.

EPP’s listing on the JSE and LuxSE is anticipated to provide it with significantly improved access to expansionary capital and provide existing and future shareholders with an opportunity to invest in a highly-attractive European economy. In addition to organic growth of its property portfolio, the company has significant growth opportunities embedded by virtue of the extensions, reduction in vacancy rates and arrangements regarding the ROFO projects. EPP is also well placed to leverage off the development activities of Echo and Griffin, thereby providing the company with a significant advantage in the identification and sourcing of high quality real estate assets. In this regard, EPP is contracted to acquire five additional high quality Polish properties from Echo and Griffin, one of which is the subject of a dominant retail redevelopment (the acquisition portfolio).

EPP is not established for the main purpose of generating return for its investors by means of divestment of its subsidiaries or associated companies.

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3.1 Acquisition portfolio

3.1.1 EPP has contracted to purchase the acquisition portfolio from Griffin and Echo.

3.1.2 EPP will acquire a 70% share in a special purpose vehicle established to hold the Warsaw retail development site (“Warsaw retail development NewCo”), for a total consideration of EUR 84 000 000. A 110 000 m2 dominant retail development of the site is in the advanced stage of planning.

3.1.3 EPP will acquire a 100% share of the remainder of the acquisition portfolio for a total consideration calculated as the annual net operating income of each property divided by an agreed yield.

3.1.4 Ownership of Tryton Business Park, A4 Business Park Phase III, O3 Business Campus Phase I and Symetris Business Park Phase I is expected to transfer to EPP, via its subsidiaries. The completion of each sale will take place on the earlier of the listing of EPP on the JSE or 1 December 2016 subject to fulfilment of conditions precedent.

3.1.5 Transfer of ownership of each of the remaining properties within the acquisition portfolio to EPP is subject to the fulfilment of the following conditions precedent:

3.1.5.1 receipt of a final occupancy permit;

3.1.5.2 the lease or pre-lease of at least 60% of the leasing space of the relevant property;

3.1.5.3 the execution of a master lease agreement;

3.1.5.4 the execution of a new credit facility agreement in relation to the relevant property on conditions not less favourable (or otherwise satisfactory to EPP) than the existing credit facility agreement in respect of such property;

3.1.5.5 receipt of an antitrust clearance (if required); and

3.1.5.6 receipt of any requisite tax ruling.

3.1.6 As the four office properties in the acquisition portfolio are ROFO projects, and by virtue of the loan facility arrangements detailed in paragraph 3.4 below, EPP will receive 25% of Echo’s proceeds of the sale thereof to EPP, net of debt and costs.

3.1.7 The accretive purchase of the acquisition portfolio is in line with the company’s growth strategy and is an example of how EPP is able to leverage off the development activities of Echo.

3.1.8 The salient terms of the acquisition agreements are set out in Annexure 7. Full details of the acquisition portfolio are set out in Section Two and Annexure 9.

3.2 Extensions to initial properties

3.2.1 EPP plans to expand its presence in the Polish real estate market through the extensions, collectively valued at EUR 50 million and budgeted at an initial yield of 8.5% (after all costs).

3.2.2 EPP has contracted Echo to render development services in respect of each extension. The development services will encompass all advisory and management services in connection with the administrative proceedings related to the extensions, project and cost management services, supervisory services, review working drawings for construction and overall co-ordination and management of various technical, construction and design matters, as well as leasing services. Echo’s appointment commenced on 1 June 2016 and will continue until the relevant extension receives a final occupancy permit.

3.2.3 Master lease agreements have been concluded in respect of the Galaxy Shopping Centre and Outlet Park Phase III, with Echo as tenant, with standard re-let covenants. As at the last practicable date, Outlet Park Phase IV is fully let, and is therefore not subject to a master lease agreement.

3.2.4 The salient terms of both the development services agreements and the master lease agreements are set out in Annexure 7.

3.3 Vacancies converging with norms

Since some of the initial properties are new, they have not yet been fully let, particularly the Park Rozwoju office which is the largest office property by GLA and has a vacancy rate of 25%. The reduction in vacancy rates is expected to lead to quick gains in net operating income.

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3.4 ROFO projects and loan facility agreements

3.4.1 In terms of the loan facility agreements, Camas Investments LP (in respect of retail ROFO projects) and Minster Investments (in respect of office ROFO projects), have transferred a cash contribution to each ROFO SPV in connection with the ROFO projects. The cash contributions represent 25% of the aggregate amount of the equity so far invested in the specified ROFO project at an agreed return.

3.4.2 Each cash contribution entitles EPP (via its subsidiaries, Camas Investments LP or Minster Investments, as the case may be) to participate in the profits of the relevant ROFO SPV. More specifically, in the event that a ROFO SPV sells the property on which a given ROFO project is being developed on the market to either a third party purchaser or to EPP (or its designee), whether pursuant to the ROFO agreements or otherwise, EPP will receive 25% of the proceeds of such sale, net of debt and costs. EPP will also receive 25% of all distributions made by that ROFO SPV and is required to contribute its proportion of funding in respect of any negative cash flows of that ROFO SPV. However, if it fails to do so, Echo will be obliged to fund it via a loan of 10% per annum.

3.4.3 In addition, in terms of the ROFO agreements, EPP has a right of first offer to acquire the ROFO projects from Echo.

3.4.4 The salient terms of the loan facility agreements and the ROFO agreements are set out in Annexure 7.

4. DIRECTORS, OFFICE HOLDERS AND MATERIAL THIRD PARTIES

4.1 Directors of the company

4.1.1 The board currently comprises 11 directors of whom nine are non-executive (five of whom are independent) and two are executive.

4.1.2 The positions of chairperson of the board and that of chief executive officer are separate, with the chairperson being an independent non-executive director. The chairperson oversees the board’s functioning, and the chief executive officer leads the executive team and attends to the day-to-day functions of the business.

4.1.3 Maciej Drozd has been appointed as the chief financial officer. The board of directors has considered and satisfied itself of the appropriateness of the expertise and experience of the chief financial officer.

4.1.4 The full names, ages, nationalities, business addresses, qualifications, and capacities of the directors of the company are set out below:

Name and age Hadley James Tyzack Dean (44)

Business address Plac Unii, 3rd floor, Building B, 2 Pulawska str., 02-566 Warsaw

Qualification BSc (University of Newcastle-upon-Tyne), Property valuation and management (Sheffield Hallam University)

Position Chief executive officer

Nationality British

Experience Hadley has over 20 years of real estate experience, most recently as the CEO of Compass Offices in Europe, Middle East and Africa. Opened in 2009 in Hong Kong, Compass Offices had grown into Hong Kong’s largest serviced office provider with a network that extends to Australia, Japan, Kazakhstan, Singapore and the United Arab Emirates.Prior to that, Hadley was the EMEA Management Board Member at Colliers International whilst running Eastern Europe as Managing Partner, where he was responsible for leading the business in 12 countries, 16 offices and 750 employees. Hadley has extensive experience in Poland, having spent 9 years in the Colliers office in Poland. Colliers International is an industry leading global real estate services company operating in 66 countries.

Name and age Maciej Adam Drozd (51)

Business address 02-673 Warsaw, Konstruktorska 12 c/o Echo Polska Properties

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Qualification Master’s degree in Philosophy and Management (University of Warsaw), MBA (University of Illinois)

Position Chief financial officer

Nationality Polish

Experience Maciej has been deputy CEO at Echo, one of the largest investment and development companies in Poland listed on the Warsaw Stock Exchange, in charge of the company’s finance. Maciej started his professional career in 1995 at Eastbridge Group, a Luxembourg private investment fund managing over EUR 2.5 billion in assets related to retail, consumer goods and real estate, overseeing financial operations of selected subsidiaries within the group. He was promoted to CFO and managing partner of the group in 2009.

Name and age Robert Weisz (66)

Business address Rubensstraat 66, 1077 MZ Amsterdam

Qualification MBA, CA, Fellow of the RICS (Royal Institute of Chartered Surveyors)

Position Independent non-executive chairman

Nationality Dutch

Experience Robert Weisz serves as Partner and Managing Director of Timevest, a European commercial property investment company. Its portfolio includes high street shopping and commercial retail locations in Germany, the Czech Republic, and the Netherlands. Previously, Mr. Weisz was Partner and Managing Director of DBN Group, a commercial property company operating in the Netherlands and the US. Mr. Weisz has been visiting professor at the Technical University of Eindhoven’s Urban Planning Design Group since 2004 and was formerly a guest lecturer in property finance and valuation at the Amsterdam School of Real Estate and University of Groningen. Mr. Weisz is the co-author of three textbooks on property investment.

Name and age Marek Marian Belka (64)

Business address 17, Ciechocinska, 93-459 Lodz, Poland

Qualification Ph.D (Economics); Professor (scientific title conferred by the President of the Republic of Poland)

Position Independent non-executive director

Nationality Polish

Experience Marek Belka is a former Prime Minister of Poland (2004-2005) and President of Narodowy Bank Polski (Polish Central Bank) (2010-2016). He qualified as an economist with an M.A., Ph.D. and Habilitacja (higher degree common in continental Europe). He has held various political positions since 1996, including Advisor to the President of Poland, Minister of Finance and Deputy Prime Minister. He has also held positions in international organisations, serving as Executive Secretary of the Economic Commission for Europe (in the rank of Undersecretary General of the U.N.) and Director of the European Department in the International Monetary Fund (2008-2010). Marek worked in Albania as advisor to three consecutive PMs of the country and in the Coalition Provisional Authority in Iraq (2003-2004). He was a member of the Board of Directors of two commercial banks in Poland (at different times) and served as Chairman of LOT Polish Airlines in 2002-2003.

Name and age Marc Wainer (67)

Business address Redefine Place, 2 Arnold Road, Rosebank, Johannesburg, South Africa

Position Non-executive director

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Nationality South African

Experience Until August 2014, Marc was Chief Executive Officer of Redefine Properties Limited, thereafter moving to the Executive Chairman role. He has 40 years’ experience in all aspects of real estate. Marc’s primary focus is on acquisitions and disposals, international investments and investor relations, as well as playing a role on the conceptual development at Redefine.

Name and age Andrew Joseph Konig (48)

Business address Redefine Place, 2 Arnold Road, Rosebank, Johannesburg, South Africa

Qualification BCom, B Acc CA(SA)



Experience A qualified Chartered Accountant with 22 years of commercial and financial experience, Andrew was previously group Financial Director of Independent News and Media. He is responsible for the management of Redefine and for ensuring the Board’s strategy is implemented, as well as all aspects of regulatory compliance, corporate activity and communications.

Name and age Maciej Dyjas (52)

Business address Al. Jana Christiana Szucha 6, 00-582 Warszawa

Qualification Degrees in Mathematics, IT and Management from University of Warsaw and University of Stuttgart


Nationality German

Experience Maciej Dyjas is a Co-Managing Partner and Co-CEO of Griffin Real Estate, a leading and a dynamically growing investment group operating in the commercial real estate market in Central & Eastern Europe. He also holds a position of Managing Partner of Cornerstone Partners – a private equity investment firm, active in the CEE region, with an impressive track-record of transactions. Before joining Griffin and Cornerstone, he was a Managing Partner and CEO of Eastbridge Group a Luxembourg private investment fund managing over EUR 2.5 billion in assets related to retail, consumer goods and real estate.

Name and age Nebil Senman (44)

Business address Al. Jana Christiana Szucha 6, 00-582 Warszawa

Qualification Nebil is a graduate of universities in Berlin (TU Berlin), Paris (ESCP-EAP) and London (LSE) and holds an MBA and a degree in civil engineering. He also holds a post-graduate diploma in real estate management (EBS). He is a member of the Royal Institution of Chartered Surveyors, MRICS


Nationality German/Turkish

Experience Nebil Senman is a Co-Managing Partner of Griffin Real Estate, a leading and a dynamically growing investment group operating in the commercial real estate market in Central & Eastern Europe. Prior to that, Nebil Senman held the position of Senior Vice President and as Supervisory Board Member of German and Polish real estate operations and companies worth several billion Euro for Oaktree’s real estate funds for nine years. Before joining Oaktree he spent eight years within the real estate advisory and corporate finance division at Ernst & Young Real Estate (previously Arthur Andersen), holding different managerial positions.

Name and age Dionne Traci Hirschowitz (48)

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Business address 51 West Street, Houghton Estate, Houghton, Johannesburg

Qualification B Com LLB



Experience Dionne has a B Com LLB from Wits and thereafter was admitted as an Attorney of the Supreme Court of South Africa. She lived in London for 11 years where she worked at Stenham Property managing commercial property investments for offshore clients. On return to South Africa she was appointed as a director of Ellerine Bros. Proprietary Limited, which is involved in equities and property investments.

Name and age Andrea Philippa Steer (45)

Business address Diemermere 25, 1112 TC Diemen, The Netherlands

Qualification B Com; LLB, Attorney of the High Court of South Africa, Solicitor of England and Wales


Nationality South African/Irish

Experience Andrea is International Legal Counsel at Randstad Holding N.V., an HR services company with operations in 39 countries, headquartered in Amsterdam and listed on the Amsterdam Stock Exchange (AEX). She has previously held roles as legal consultant at the SBS Broadcasting Group (Amsterdam) and as an associate at Clifford Chance LLP (Amsterdam). Andrea is a Solicitor of England and Wales, an Attorney of the High Court of South Africa and is registered with the Dutch Law Society (Nederlandse Orde van Advocaten) as a foreign lawyer practising within the EU). Andrea is a Dutch resident.

Name and age Peter Joost Rudolf Driessen (69)

Business address Nieuweweg 2, 1251 LJ Laren, The Netherlands

Qualification MSc in Law


Nationality Dutch

Experience Until 1 July 2016, Peter served as European Director Capital Markets with CB Richard Ellis in Amsterdam, where he was focused primarily on providing strategic and property specific investment advice to both Dutch and international investors across all property sectors. Previously, Peter served as Co-Founder and Managing Director of Colliers BDR/Insignia BDR, as a board member of BCD Holdings and as Director Real Estate Investments at Centraal Beheer Pensioenverzekeringen N.V. (Achmea Group). He currently serves as a member of the supervisory board of three international real estate investment funds of Syntrus Achmea Real Estate & Finance. Peter is a Dutch resident.

4.2 Additional information related to the directors

4.2.1 Annexure 3 contains the following information:

4.2.1.1 interests in shares and transactions;

4.2.1.2 interests of directors;

4.2.1.3 directors’ emoluments;

4.2.1.4 borrowing powers of directors; and

4.2.1.5 directors’ declarations.

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4.2.2 Annexure 4 contains details of directors’ other directorships and partnerships in the previous five years.

4.2.3 The salient terms of service contracts of the executive directors are set out in Annexure 5.

4.2.4 The provisions of the articles of association with regard to the following are set out in Annexure 6:

4.2.4.1 qualification of directors;

4.2.4.2 remuneration of directors;

4.2.4.3 any power enabling the directors to vote remuneration to themselves or any member of the board;

4.2.4.4 the borrowing powers exercisable by the directors and how such borrowing powers can be varied; and

4.2.4.5 retirement or non-retirement of directors under an age limit.

4.3 Managers of the major subsidiaries

4.3.1 The company has two major subsidiaries, the FIZs, further details of which are set out in Annexure 2.

4.3.2 The FIZs are managed by Forum, a private investment fund company.

4.4 Asset and property management

4.4.1 The asset and property management function of the group will be undertaken by its executive management, further details of whom are set out in paragraph 4.1 above, together with an appropriately skilled and experienced staff complement that is familiar with the company’s portfolio of properties.

4.4.2 The company’s internal management team boasts an average tenure of over a decade and a high degree of familiarity with the company’s portfolio of properties. As the former Managing Director of one of the largest agencies in Eastern Europe, the CEO has extensive experience in building and leading award winning property management, asset management and leasing service lines across CEE and comes with the executive capacity, market knowledge and operational experience to lead the EPP team forward.

4.4.3 The salient terms of the agreement in terms of which EPP’s property management function was internalised are set out in Annexure 7.

4.5 Founders

4.5.1 EPP was founded by Echo.

4.5.2 The business address of Echo is at al. Solidarnosci 36, Kielce, Poland.

4.6 Promoters

The company does not have, and has at no point since its incorporation had, any promoters.

4.7 Advisors and company secretary

4.7.1 The names and business addresses of the company’s advisors are set out in the “Corporate Information” section.

4.7.2 Rafal Kwiatkowski, whose qualification and business address is set out in the “Corporate Information” section, fulfils the role of company secretary.

4.7.3 The company’s advisors and the company secretary do not have any material interests in EPP shares.

4.8 Relationship information

4.8.1 Save for the interests set out in Annexure 3, no director of EPP or director of any subsidiary of EPP has any beneficial interest, direct or indirect, in relation to any property held or property to be acquired by the group nor are they contracted to become a tenant of any part of the property of the group.

4.8.2 Save for the interests set out in Annexure 3, there is no relationship between any director of EPP or and director of any subsidiary of EPP and any other person that may conflict with a duty to the group.

4.8.3 Save as disclosed in Annexure 11, no vendor has any beneficial interest, direct or indirect, in any securities or participatory interests issued or to be issued by the company in order to finance the acquisition of any properties.

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4.8.4 Save for the interests disclosed in Annexure 3, no director of the company has had a material beneficial interest in the acquisition or disposal of any properties by the company during the two years preceding the date of the valuation of such properties, being 30 June 2016.

5. SHARE INCENTIVE SCHEME

5.1 The company intends to introduce a share incentive scheme, for the benefit of EPP group employees and executive directors (a “share incentive scheme”), in due course.

5.2 The adoption of a share incentive scheme will be subject to receipt of all requisite shareholder and regulatory approvals. The company has been advised that Redefine and Echo will support the adoption of a share incentive scheme.

6. MAJOR AND CONTROLLING SHAREHOLDERS

6.1 Set out below are the names of shareholders, other than directors, that are directly or indirectly beneficially interested in 5% or more of the issued shares of EPP as at the last practicable date. Where these are associates of directors of the company, this has been indicated.

Ordinary shares

Name of shareholder

Number of ordinary

shares

% of ordinary shares

in issue

Redefine 257 014 566 49.95*Echo Prime Assets B.V. 128 507 281 24.98#

Caporia 33 100 361 6.43Blackview 31 153 281 6.06Pivotal Global 31 153 281 6.06

Total 480 928 770 93.48

Preference shares

Name of shareholder

Number of preference

shares

% of ordinary preference

shares in issue

Echo Prime Assets B.V. 1 100

6.2 Set out below are the names of shareholders, other than directors, that it is anticipated will, directly or indirectly, be beneficially interested in 5% or more of the issued shares of EPP immediately following the private placement and the listing on the JSE. Where these are associates of directors of the company, this has been indicated.

Ordinary shares

Name of shareholder

Number of ordinary

shares

% of ordinary shares

in issue

Redefine 257 014 566 43.86*Echo Prime Assets B.V. 128 507 281 21.93#

Caporia 33 100 361 5.65Blackview 31 153 281 5.32Pivotal Global 31 153 281 5.32

Total 480 928 770 82.08

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Preference shares

Name of shareholder

Number of preference

shares

% of ordinary preference

shares in issue

Echo Prime Assets B.V. 1 100

* Redefine has agreed to sell 5% of the EPP shares in issue (prior to the private placement) to certain key executives of Redefine and/or to an entity nominated by them, which transaction has not yet been implemented. Redefine’s beneficial interest in ordinary shares as reflected in this paragraph 6 will decrease accordingly.

# Echo Prime Assets B.V. has agreed to sell 5% of the total ordinary shares in issue to an entity in which certain key executives of Redefine have a beneficial interest, and 2.5% of the total ordinary shares in issue to any entity in which certain key executives of Griffin have a beneficial interest, at or about the listing on the JSE. Echo Prime Assets B.V.’s beneficial interest in ordinary shares as reflected in this paragraph 6 will decrease accordingly.

6.3 As at the last practicable date, the company does not have a controlling shareholder. It is not anticipated that EPP will have a controlling shareholder following the private placement and listing on the JSE.

6.4 The preference share held by Echo through Echo Prime Assets B.V. entitles Echo Prime Assets B.V. to receive a preferred distribution in respect of the extensions. The preference share was issued as a legal instrument to give effect to a committed obligation on EPP to effect the adjustment payment payable to Echo Prime Assets B.V. as referenced off the net operating income generated by the extensions as determined post their completion. A summary of the agreement between Echo, Redefine, Echo Prime Assets B.V. and EPP in respect of this preferred distribution is set out in Annexure 7. Further details of arrangement regarding the preferred distribution are set out in Annexure 21.

7. TAX CONSIDERATIONS

A summary of the tax considerations of the company, including the tax treatment of foreign dividends paid by EPP to South African shareholders, is set out in Annexure 25.

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SECTION TWO – DETAILS OF THE PROPERTY PORTFOLIO

8. SUMMARY OF THE INITIAL PROPERTY PORTFOLIO

8.1 As at the last practicable date, EPP, through its subsidiaries, owns 10 retail and six office properties with a combined market value, as at 30 June 2016, of EUR 1 209 600 000 and with a GLA of approximately 424,216 m2 excluding extensions.

8.2 Full details of the initial properties are set out in Annexure 8.

9. OVERVIEW OF THE INITIAL PROPERTY PORTFOLIO

9.1 The initial portfolio includes the following 10 shopping centres:

9.1.1 Pasaż Grunwaldzki in Wrocław

Pasaż Grunwaldzki is a modern shopping centre with 185 retail units and an approximate 48,300 m² rentable retail area. It was opened in April 2007. The centre is situated at Plac Grunwaldzki in Śródmieście district, a central part of Wrocław, and is one of the major retail schemes in the city.

9.1.2 Galeria Echo located in Kielce

Galeria Echo Kielce is a modern shopping centre with 229 retail units and an approximate 71,600 m² rentable retail area. It was originally opened in November 2002 and redeveloped in August 2011. The centre is located outside the Kielce city centre, close to universities and residential dwellings, and is the dominant retail scheme in the region.

9.1.3 Galaxy in Szczecin

Galaxy shopping centre is a modern shopping centre with 132 retail units and an approximate 41,200 m² rentable retail area. It was opened in 2003 and is currently being extended. Ultimately, the centre will include 176 retail units and an approximate 56,300 m2 rentable retail area. The opening of the extension is scheduled for October 2017. The centre is located in the central part of Szczecin, in Śródmieście district, near one of the busiest junctions in the city. It is one of two dominant retail schemes in the region.

9.1.4 Galeria Amber in Kalisz

Galeria Amber is a modern shopping centre with 117 retail units and an approximate 33,250 m² rentable retail area. It was opened in March 2014. The centre is situated outside the Kalisz city centre, close to the city’s railway station and main bus terminal.

9.1.5 Galeria Veneda in Łomża

Galeria Veneda is a modern shopping centre with 55 retail units and an approximate 15,073 m² rentable retail area. It was opened in 2013. The centre is located in southern part of Łomża, with convenient access to the town’s centre and outskirts.

9.1.6 Outlet Park located in Szczecin

Outlet Park Szczecin is a modern retail scheme with 93 retail units and an approximate 24,400 m² rentable retail area in Phase I&II and Phase IV. Phase III, which is currently under development, will offer an additional 21 retail units and an approximate 3,800 m² rentable area. The centre was originally opened in November 2012. Phase IV (a stand-alone building currently under development) is scheduled to be finished in December 2016 with and Phase III (an extension of the existing building) is scheduled to be finished in September 2017. The centre is a local retail scheme located in eastern part Szczecin, surrounded by commercial schemes and residential areas.

9.1.7 Galeria Sudecka in Jelenia Góra

Galeria Sudecka is a modern shopping centre with 79 retail units and a total rentable area of approximately 31,200 m2. Phase I of the centre was opened in 2000 and redeveloped in April 2015 (Phase II). The centre is located on the outskirts of Jelenia Góra, about three kilometres from the city centre. It is one of the major retail schemes in the city.

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9.1.8 Galeria Olimpia in Bełchatów

Galeria Olimpia is a modern shopping centre with 66 retail units and an approximate 21,300 m² rentable retail area. It was opened in February 2013. The centre lies within the area of the city administration borders in the Edwardów district, about 2 kilometres from the city centre.

9.1.9 Centrum Echo in Bełchatów

Centrum Echo Bełchatów is a shopping centre with five retail units and an approximate 11,420 m² rentable retail area. It was opened in May 2000. The centre lies within the area of the city administration borders in the Edwardów district, about two kilometres from the city centre.

9.1.10 Echo Centrum in Przemyśl

Echo Centrum Przemyśl is a shopping centre with two retail units and a 5,760 m² rentable retail area. It was opened in 2000 and redeveloped in 2012. The centre in the northern part of Przemyśl, about 2.5 kilometres from the city centre, with convenient visibility.

9.2 The initial portfolio includes the following six office buildings:

9.2.1 Malta Park located in Poznań

Malta Office Park is a modern office complex consisting of six buildings and with an approximate 28,300 m² rentable office area. The complex was completed in December 2011. The complex is located in the eastern part of Poznań, with convenient access to central Poland and to Germany.

9.2.2 Park Rozwoju (Phase I-II) in Warsaw

Park Rozwoju is a modern complex of two office buildings and an approximate 32,900 m² rentable office and retail/services area. The complex was opened in 2014 (Phase I) and 2015 (Phase II). It is located in the largest office market in Warsaw.

Echo, Redefine and EPP have agreed to co-operate to amend the perpetual usufruct in respect the of Park Rozwoju office such that it is coherent with the key use of the property and to ensure that there is no basis for challenging such perpetual usufruct. Insofar as this is not achieved by 30 May 2021, Echo has granted EPP (or its designated affiliate) the irrevocable right to sell Park Rozwoju to Echo for EUR 73 080 000.

9.2.3 A4 Business Park (Phase I-II) in Katowice

A4 Business Park is a modern office building with an approximate 18,000 m² rentable office and retail/services area. The building was opened in February 2014 (Phase I) and January 2015 (Phase II). Katowice is the fourth largest office market in Poland.

9.2.4 West Gate in Wrocław

West Gate is a modern office building with an approximate 16,500 m² rentable office area. The building was opened in April 2015. It is located in the north-western part of the Wrocław, one of the main regional office markets in Poland, with very good access to the city bypass and the city centre.

9.2.5 Astra Park in Kielce

Astra Park is an office complex with an approximate 14,300 m² rentable office and retail/services area. The complex was opened in September 2007. It is located outside the city center, close to universities and residential dwellings. Kielce is a secondary regional city in Poland with a small but growing office market.

Astra Park is the subject of an option to purchase by FTF Columbus S.A., which option may be exercised at any time between 10 June 2020 and 10 August 2020.

The purchase price payable for the property will be based on a total net operating income generated by the property and a yield of 8.25%.

9.2.6 Oxygen in Szczecin

Oxygen is a modern office building with an approximate 13,800 m² rentable office and retail/services area. It was opened in 2010. The building is located in the core city centre of Szczecin and lies in the immediate vicinity of the intersection of two main arteries, very close to the Galaxy shopping centre.

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10. ANALYSIS OF THE INITIAL PROPERTY PORTFOLIO

An analysis of the initial property portfolio in respect of geographic, sectoral, tenant, vacancy and lease expiry profiles forecast for the 12 months to 31 December 2017 is provided in the tables below.

10.1 Geographic profile

By GLA (%)

By rental income

(%)

Szczecin 22.04 23.85Wrocław 14.53 21.37Kielce 19.24 21.35Kalisz 7.45 6.60Poznań 6.33 6.44Warszawa 7.37 5.92Jelenia Góra 7.00 5.06Bełchatów 7.33 5.02Katowice 4.05 2.87Łomża 3.38 3.22Przemyśl 1.29 0.53

Total 100% 100%

10.2 Sectoral profile

By GLA (%)

By rental income

(%)

Office 29.20 24.87Retail 70.80 75.13

Total 100% 100%

10.3 Retail tenant profile

Based on GLA

(%)

Based on rental income

(%)

A 70.3 65.2B 25.3 28.8C 4.4 6.0

Total 100.0 100.0

For the tenant profile table, the following key is applicable:A. Large international and national tenants, large listed tenants and government or smaller tenants in respect

of which rental guarantees are issued. These include, inter alia, Auchan, Tesco, Carrefour, H&M, Inditex Group, Saturn, Deichmann and TK Maxx.

B. Smaller international and national tenants, smaller listed tenants, major franchisees and medium to large professional firms. These include, inter alia, Reserved, House, Cropp, Sinsay, Empik, Smyk, Helios, RTV Euro Agd and CCC.

C. Smaller national tenants.

There are 145 tenants included in the C category in the retail sector

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10.4 Office tenant profile

Based on GLA

(%)


(%)

A 93.6 92.8B 5.8 6.6C 0.6 0.6

Total 100.0 100.0

For the tenant profile table, the following key is applicable:A. Large international and national tenants, large listed tenants and government or smaller tenants in respect of

which rental guarantees are issued. These include, inter alia, Nokia, IBM, Schneider, Samsung, LG, Aviva, Ikea and McKinsey.

B. Smaller international and national tenants, smaller listed tenants, major franchisees and medium to large professional firms. These include, inter alia, Enel-Med, K&D Foods and PKO Bank.

C. Smaller national tenants.

There are four tenants included in the C category in the office sector

10.5 Vacancy profile

The vacancy profile indicated below reflects the vacancy percentage in terms of current GLA by sector.

Sector

Vacancy % based on total GLA*

Office 9.7Retail 1.7

Portfolio vacancy 4.0

* Based on existing leases at 30 June 2016* The vacancy profile reflects a high vacancy rate in the office portfolio, on account of new properties that have not been fully let. In particular,

the Park Rozwuju office (being the largest office property in the initial portfolio by GLA) is not fully let and has a vacancy rate of 25% (42% Phase II)

10.6 Retail lease expiry profile

Based on GLA (%)

Based onrental income

(%)

Vacant 1.7 031 December 2016 3.7 6.131 December 2017 6.9 7.931 December 2018 5.0 7.931 December 2019 5.8 7.031 December 2020 10.5 11.0After 31 December 2020 66.3 60.1

Total 100.0 100.0

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10.7 Office lease expiry profile

Based on GLA (%)


(%)

Vacant 9.7 031 December 2016 5.2 6.531 December 2017 6.5 7.631 December 2018 12.3 14.531 December 2019 7.6 8.531 December 2020 28.6 31.1After 31 December 2020 30.1 31.8

Total 100.0 100.0

10.8 Rental per square metre and rental escalation

10.8.1 The weighted average rental per square metre of the properties as at 30 June 2016 is EUR 15.49 per square metre per month for retail and EUR 12.27 per square metre per month for office.

10.8.2 The average annualised property yield in the properties based on the valuation of the properties performed by the valuer and the forecast net property income for the period ending 31 December 2017 is 6.62 %.

10.8.3 The weighted average rental escalation, based on existing leases by GLA, for the properties is 0.6 %.

11. SUMMARY OF THE ENLARGED PROPERTY PORTFOLIO (INCLUDING THE ACQUISITION PORTFOLIO)

11.1 The acquisition portfolio comprises the Warsaw retail development site and four office properties, with a combined market value, as at 30 June 2016, of EUR 185 900 000. Full details of the acquisition portfolio are set out in Annexure 9.

11.2 The purchase of the acquisition portfolio will see EPP’s expanded portfolio comprise 21 retail and office properties located in leading Polish cities, with a combined market value, as at 30 June 2016, of EUR 1 395 500 000.

11.3 The above aggregate valuations include a 70% stake in the Warsaw retail development site, at an acquisition price of EUR 84 000 000. The site, initially a land acquisition that is one of the last and best sites for retail development in central Warsaw, is the subject of an intended 110 000 m2 dominant retail development that will significantly alter its use and increase its value.

12. OVERVIEW OF THE ACQUISITION PORTFOLIO

12.1 The acquisition portfolio includes the Warsaw retail development site, a 70% stake in which will be acquired by EPP in 2016 and which is designated for a retail redevelopment. The property comprises a development site of 64,869 m², located on the fringes of Warsaw’s Central Business District. The site currently comprises two commercial buildings and a number of auxiliary buildings (mainly storage and garages).

12.2 The acquisition portfolio also includes the following four office properties, two of which are currently the subject of ongoing extensions:

12.2.1 Symetris in Łódź

Symetris comprises two office buildings. Phase I will be completed in August 2016 with an approximate 9,449 m² rentable office area, and will be transferred to EPP in 2016.

Construction of Phase II started in June 2016 and is planned to be completed in August 2017. Phase II will add a further 9,548 m² of rentable office space. The building lies within the suburban area of Łódź. The acquisition of Phase II is subject to certain conditions precedent being fulfilled, as detailed in paragraph 3.1 and Annexure 7.

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12.2.2 O3 (Opolska) Business Campus in Kraków

O3 (Opolska) Business Campus comprises three independent buildings. Phase I was completed in January 2016 and has an approximate lettable area of 19,095 m². Phase I will be transferred to EPP in 2016.

Construction of Phase II started in March 2016 and is planned to be completed in May 2017. Construction of Phase III will start in May 2017 and completed in October 2018. The building lies within the suburban are of Kraków, about 3.5 km north of the city centre. The acquisition of Phase II and III is subject to certain conditions precedent being fulfilled, as detailed in paragraph 3.1 and Annexure 7.

12.2.3 A4 Business Park Phase III in Katowice

A4 Business Park Phase III is a modern office building with an approximate 11,975 m² rentable office and retail/services area. The property occupies a 22,474 m² site and will be opened in Q3 2016. Katowice is the fourth largest office market in Poland. A4 Business Park Phase III will be transferred to EPP in 2016.

12.2.4 Tryton office building in Gdańsk

Tryton is a modern office building with an approximate 23,676 m² rentable office and retail/services area. The property occupies a 8,141 m² site and was opened in January 2016. Gdańsk is the third largest office market in Poland. Tryton will be transferred to EPP in 2016.

13. ANALYSIS OF THE ENLARGED PROPERTY PORTFOLIO (INCLUDING THE ACQUISITION PORTFOLIO)

An analysis of the enlarged property portfolio (including the acquisition of Tryton Business Park, A4 Business Park Phase III, O3 Business Campus Phase I and Symetris Business Park Phase I which are expected to be complete by October 2016) in respect of geographic and sectoral profiles forecast for the 12 months to 31 August 2017 is provided in the tables below.

13.1 Geographic profile

By GLA (%)

By rental income

(%)

Warszawa 6.45 5.55Szczecin 19.27 21.28Wrocław 12.70 18.72Kielce 16.82 16.70Poznań 5.54 5.69Katowice 5.88 4.74Kalisz 6.51 5.79Jelenia Góra 6.12 4.40Bełchatów 6.40 4.36Gdańsk 4.64 4.19Kraków 3.74 3.57Łomża 2.95 2.80Łódź 1.85 1.73Przemyśl 1.13 0.47

Total 100% 100%

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13.2 Sectoral profile

By GLA (%)

By rental income

(%)

Office 36.8% 34.0%Retail 63.2% 66.0%

Total 100% 100%

14. VALUATION REPORTS

14.1 The enlarged property portfolio (comprising the initial portfolio and acquisition portfolio) was valued by Kamil Kowa and Karina Szafranska of Savills, both independent external registered professional valuers and members of The Royal Institution of Chartered Surveyors, a recognised property valuers regulatory body.

14.2 Detailed valuation reports have been prepared in respect of each of the properties and are available for inspection in terms of paragraph 40. A summary of the valuation reports in respect of each of the properties has been included in Annexure 10.

15. PROPERTY, ASSETS AND BUSINESS UNDERTAKINGS ACQUIRED OR TO BE ACQUIRED

Save for the acquisitions referred to in Annexure 11 (which includes the acquisition of the initial property portfolio and the acquisition portfolio) and the ROFO projects, no other immovable property and/or fixed assets and/or business undertakings have been acquired by the group since incorporation of the company or are in the process of being or are proposed to be acquired by the group (or which the company has an option to acquire).

16. VENDORS

16.1 Details relating to vendors are set out in Annexure 11.

16.2 No vendor has guaranteed the book debts of the letting enterprises acquired or to be acquired by the group. The agreements in respect of the initial portfolio was acquired, and in respect of which the acquisition portfolio is to be acquired (together, the “vendor agreements”), contain warranties that are usual for transactions of their nature.

16.3 The vendor agreements do not preclude the vendors from carrying on business in competition with the company nor do the agreements impose any other restrictions on the vendors, and therefore no payment in cash or otherwise has been made in this regard. Details of the lock-in provisions applicable to Echo Prime Assets B.V. are set out in paragraph 2.5.2.

16.4 There are no liabilities for accrued taxation that will be settled in terms of the vendor agreements.

16.5 Save as disclosed in Annexure 11, EPP has not purchased any other securities in any company or other entity.

16.6 Save as disclosed in Annexure 3, no director (or any partnership, syndicate or other association in which a director had an interest) had any beneficial interest, direct or indirect in the acquisition of the initial portfolio and/or acquisition portfolio.

16.7 All of the initial properties were transferred into the name of the group on 17 February 2016. The acquisition portfolio will be transferred into the name of the group in accordance with the terms of the acquisition agreements, as detailed in paragraph 3.1 and paragraph 11 of Annexure 7. No property within either the initial portfolio or the acquisition portfolio has not been ceded or pledged to any party.

16.8 The salient terms of the FIZ acquisition agreements (in terms of which EPP acquired the initial portfolio) and the acquisition agreements are set out in Annexure 7.

17. PROPERTY, ASSETS AND BUSINESS UNDERTAKINGS DISPOSED OF OR TO BE DISPOSED OF

17.1 No material immovable properties and/or fixed assets and/or business undertakings have been disposed of since incorporation of the company or are intended to be disposed of within six months of listing on the JSE.

17.2 Astra Park is the subject of an option to purchase by FTF Columbus S.A., which option may be exercised at any time between 10 June 2020 and 10 August 2020. The salient terms of the agreement in terms of which such option was granted are set out in Annexure 7.

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SECTION THREE – DETAILS OF THE PRIVATE PLACEMENT

18. PURPOSES OF THE PRIVATE PLACEMENT AND THE JSE LISTING

18.1 It is considered that EPP will present an attractive opportunity to South African investors to invest in a foreign-domiciled but local-listed alternative to South African property investments. It is the view of the board of directors that South African property investors who have enjoyed strong and stable returns from the South African real estate sector over the last few years now see comparatively attractive value in carefully selected opportunities in real estate markets outside South Africa. Accordingly, EPP is seeking a listing on the JSE to broaden its investor base, source additional capital to fund growth aspirations, and to:

18.1.1 provide investors, both institutional and private, with an opportunity to participate over the long-term in the income streams and future capital growth of the company;

18.1.2 enhance potential investors’ awareness of the company;

18.1.3 improve the depth and spread of the shareholder base of the company, thereby improving liquidity in the trading of its securities;

18.1.4 raise the Rand equivalent of approximately EUR 100 million, with the right to upscale depending on demand, to be utilised as outlined in paragraph 21 below; and

18.1.5 provide invited investors with an additional market for trading the company’s ordinary shares.

18.2 The main purposes of this pre-listing statement are to:

18.2.1 provide invited investors with relevant information relating to the company, its investment strategy and its directors and management;

18.2.2 enable EPP to obtain a listing on the JSE and set out the salient dates and terms of the listing on the JSE; and

18.2.3 set out the salient details of the private placement and the procedure for participating therein.

18.3 The listing is being preceded by the private placement in order to afford invited investors the ability to participate in the equity of EPP.

19. SALIENT DATES AND TIMES

2016

Opening of the private placement at 09:00 on Wednesday, 31 August

Closing of the private placement at 12:00 on Tuesday, 6 September

Results of the private placement released on SENS and on the LuxSE website on Wednesday, 7 September

Notification of allotments to successful invited investors from Wednesday, 7 September

Results of private placement published in the press on Thursday, 8 September

Listing of ordinary shares and the commencement of trading on the JSE on Tuesday, 13 September

Accounts at CSDP or broker updated and debited in respect of dematerialised shareholders on Tuesday, 13 September

Notes

1 All references are to local dates and times in South Africa. These dates and times are subject to amendment. Any such amendment will be released on SENS and the LuxSE website and published in the press.

2 Invited investors must advise their CSDP or broker of their acceptance of the private placement shares in the manner and cut-off time stipulated by their CSDP or broker.

3 CSDPs effect payment on a delivery-versus-payment basis.

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20. PARTICULARS OF THE PRIVATE PLACEMENT

20.1 Details of the private placement

A private placement is being undertaken by way of an offer, to invited investors only, for subscription for approximately 71.5 million ordinary shares in the share capital of the company, at an issue price, payable in Rand, to be determined by demand and at a EUR:ZAR exchange rate to be hedged by the company and as notified by the company to investors following the close of the offer for subscription on Tuesday, 6 September 2016, and for which an indicative issue price of EUR1.45 per ordinary share has been used in this pre-listing statement. Subject to investor demand, the company may increase the amount of capital raised pursuant to this private placement.

20.2 Conditions precedent

20.2.1 The listing on the JSE is subject to the company having satisfied the requirements of the JSE Listing Requirements regarding the spread of shareholders, being public shareholders holding not less than 20% of the issued ordinary share capital of the company at the point of listing on the JSE.

20.2.2 If the above condition is not met, the private placement and any acceptance thereof shall not be of any force or effect and no person shall have claim whatsoever against EPP or any other person as a result of the failure of such condition.

20.3 Procedures for participating in the private placement

20.3.1 The private placement is open to invited investors only.

20.3.2 Invited investors may apply to subscribe for private placement shares that will be listed in either the European market or the South African market.

20.3.3 Invited investors who wish to apply for private placement shares to be listed in the South African market are to provide the bookrunner, Java Capital, with their completed application form by 12:00 on Tuesday, 6 September 2016. No applications will be accepted after 12:00 on Tuesday, 6 September 2016.

20.3.4 Invited investors who wish to apply for private placement shares to be listed in the European market are advised to contact the bookrunner for further instructions.

20.3.5 The following parties may not participate in the private placement:

20.3.5.1 any person who may not lawfully participate in the private placement;

20.3.5.2 any investor who has not been invited to participate; and/or

20.3.5.3 any person acting on behalf of a minor or deceased estate.

20.3.6 Applications in terms of the private placement must be for a minimum subscription of R1 000 000 per investor acting as principal.

20.3.7 Applications are irrevocable and may not be withdrawn once submitted to the bookrunner.

20.3.8 Application forms must be completed in accordance with the provisions of this pre-listing statement and the instructions contained in the application form.

20.3.9 Copies or reproductions of the application form will be accepted at the discretion of the directors.

20.3.10 Any alterations on the application form must be authenticated by full signature.

20.3.11 Receipts will not be issued for applications, application monies or supporting documents received.

20.3.12 Each application will be regarded as a single application.

20.3.13 Other than as detailed in the application form, no documentary evidence of capacity to apply need accompany the application form, but the company reserves the right to call upon any applicant to submit such evidence for noting, which evidence will be held on file with the company or the South African transfer secretaries or returned to the applicant at the applicant’s risk.

20.3.14 The directors of the company reserve the right to accept or refuse any applications, either in whole or in part, or to abate any or all applications (whether or not received timeously) in such manner as they may, in their sole and absolute discretion, determine.

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20.4 The private placement shares

20.4.1 The private placement shares will be allotted subject to the provisions of the articles of association and will rank pari passu in all respects, including dividends, with all existing issued ordinary shares in the company.

20.4.2 There are no convertibility or redemption provisions relating to any private placement shares.

20.4.3 No fractions of private placement shares are offered.

20.5 Issue and allocation of private placement shares

20.5.1 Invited investors will be informed of their allocated private placement shares, if any, on or from Wednesday, 7 September 2016. Invited investors must make the necessary arrangements to enable their CSDP or broker, as the case may be, to make payment for the allocated private placement shares on the settlement date. The allocated private placement shares will be transferred, on a delivery-versus-payment basis, to successful applicants on the settlement date, which is expected to be Tuesday, 13 September 2016.

20.5.2 All private placement shares subscribed for in terms of this pre-listing statement will be issued at the expense of EPP.

20.5.3 The private placement shares will only be issued in dematerialised form. No certificated private placement shares will be issued.

20.6 Payment for and delivery of the private placement shares

20.6.1 No payment should be submitted with the application form delivered to the bookrunner. Applicants must make the necessary arrangements to enable their CSDP or broker to make payment for the allocated private placement shares on the settlement date, which is expected to be Tuesday, 13 September 2016, in accordance with each applicant’s agreement with their CSDP or broker.

20.6.2 The allocated private placement shares will be transferred, on a delivery-versus-payment basis, to successful applicants on the settlement date, which is expected to be Tuesday, 13 September 2016.

20.6.3 The applicant’s CSDP or broker must commit to Strate to the receipt of the applicant’s allocation of private placement shares against payment on Tuesday, 13 September 2016.

20.6.4 On the settlement date, the applicant’s allocation of private placement shares will be credited to the applicant’s CSDP or broker against payment during the Strate settlement runs, prior to the opening of the market.

20.6.5 The CSDP or broker concerned will receive and hold the dematerialised private placement shares on the applicants’ behalf.

20.6.6 In the event that the JSE listing does not proceed, the private placement shares will not be issued to investors and no funds will be transferred to the company.

20.7 Representation

Any invited investor applying for or accepting the private placement shares in the private placement shall be deemed to have represented to EPP that such investor was in possession of a copy of this pre-listing statement at that time. Any party applying for or accepting private placement shares on behalf of another investor shall be deemed to have represented to EPP that they are duly authorised to do so and warrants that they and the purchaser for whom they are acting as agent is duly authorised to do so in accordance with all relevant laws and such investor guarantees the payment of the issue price and that a copy of this pre-listing statement was in the possession of such investor for whom they are acting as agent.

20.8 Applicable law

The private placement, applications, allocations and acceptances will be exclusively governed by the laws of South Africa and each invited investor will be deemed, by applying for private placement shares, to have consented and submitted to the jurisdiction of the courts of South Africa in relation to all matters arising out of or in connection with the private placement.

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20.9 Strate

20.9.1 Shares may be traded only on the JSE in electronic form (as dematerialised shares) and will be trading for electronic settlement in terms of Strate immediately following the listing.

20.9.2 Strate is a system of “paperless” transfer of securities. If you have any doubt as to the mechanics of Strate please consult your broker, CSDP or other appropriate adviser and you are referred to the Strate website (www.strate.co.za) for more detailed information.

20.9.3 Some of the principal features of Strate are:

20.9.3.1 electronic records of ownership replace certificates and physical delivery of certificates;

20.9.3.2 trades executed on the JSE must be settled within three business days;

20.9.3.3 all investors owning dematerialised shares or wishing to trade their securities on the JSE are required to appoint either a broker or a CSDP to act on their behalf and to handle their settlement requirements; and

20.9.3.4 unless investors owning dematerialised shares specifically request their CSDP to register them as an “own-name” dematerialised shareholder (which entails a fee), their respective CSDP’s or broker’s nominee company holding ordinary shares on their behalf, will be the holder (member) of the relevant company and not the investor. Subject to the agreement between the investor and the CSDP or broker (or the CSDP’s or broker’s nominee company), generally in terms of the rules of Strate, the investor is entitled to instruct the CSDP or broker (or the CSDP’s or broker’s nominee company), as to how it wishes to exercise the rights attaching to the ordinary shares and/or to attend and vote at shareholder meetings.

20.10 Over subscription

20.10.1 There is no maximum number of ordinary shares that can be subscribed for and/or purchased in terms of the private placement per applicant.

20.10.2 In the event of an oversubscription, the board shall, in its sole discretion, determine an appropriate allocation mechanism, such that the private placement shares will be allocated on an equitable basis, as far as reasonably possible, taking into account the spread requirements of the JSE, the liquidity of the ordinary shares and considering the potential shareholder base that the board wishes to achieve and whether or not the board considers it appropriate to grant preferential allocation to any applicant or group of applicants.

20.10.3 Depending upon the level of demand, invited investors may receive no private placement shares or fewer than the number of private placement shares applied for. Any dealing in ordinary shares prior to delivery of the private placement shares is entirely at the invited investor’s own risk.

20.11 Simultaneous issues

No ordinary shares are to be issued simultaneously with the issue of private placement shares for which application is being made.

20.12 Underwriting and pre-commitments

In terms of the underwriting agreement, the private placement has been underwritten up to an aggregate maximum amount of EUR 100 million at EUR1.45 per share, by the following underwriters and in the following amounts:– Redefine – EUR 50 000 000;– CV Cinque Limited – EUR 11 194 030;– Anchor Capital Proprietary Limited – EUR 13 805 970;– Oxiana Limited – EUR 17 666 667;– Argon Holding Inc. – EUR 7 333 333.Each underwriter has undertaken to subscribe for its pro rata portion of the applicable shares offered but not subscribed for in terms of the private placement, subject to the above maximum commitment. The underwriters will subscribe for the applicable, available shares in proportion to their respective commitments.

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Each underwriter has submitted a sworn affidavit to EPP confirming that it has the financial resources to meet its commitments in terms of the underwriting agreement, and the directors have made due and careful enquiry to confirm that each underwriter is able to meet its commitments in terms of the underwriting agreement.

The bookrunner will, solely on behalf of the company, be mandated to offer certain potential investors that meet minimum pre-commitment requirements a “pre-commitment fee”, provided that the aggregate amount of all pre-commitment fees paid to all qualifying investors shall not exceed an amount of EUR 835 000 (the “pre-investment commitments”).

As at the last practicable date, no pre-investment commitments have been received.

The salient features of the underwriting agreement, including details of the underwriting fee payable to the underwriters, are set out in Annexure 7.

21. APPLICATION OF PROCEEDS

The proceeds of the private placement will be used by EPP to settle the costs associated with the private placement and the listings on the LuxSE and the JSE, as well as to pay advisory fees and partially fund the purchase of five additional properties that form part of the acquisition portfolio.

22. MINIMUM SUBSCRIPTION

The JSE listing is not conditional on raising a minimum amount in terms of the private placement, but is subject to the company having satisfied the requirements of the JSE Listing Requirements regarding the spread of shareholders, being public shareholders holding not less than 20% of the issued ordinary share capital of the company at the point of listing on the JSE. In the event that the private placement raises less than the maximum amount that could be raised in terms of the private placement, the balance that may be required to settle the preliminary and issue expenses that the company, or that may be required to fund the purchase of the acquisition portfolio, will be funded out of facilities available to it.

23. LISTING STATEMENT

23.1 LuxSE approval

Application will be made to the LuxSE for admission of the private placement shares on the official list of the LuxSE and to trading on the Euro MTF market after the closing date of the private placement, with effect from the commencement of trade on Tuesday, 13 September 2016 or as soon as practicable thereafter.

23.2 JSE approval

Application will be made to the JSE for the approval of the listing of up to approximately 71.5 million ordinary shares (subject to any upsize of the offer) after the closing date of the private placement, with effect from the commencement of trade on Tuesday, 13 September 2016 or as soon as practicable thereafter.

23.3 Trading EPP shares on the LuxSE and the JSE

Shareholders are advised that their EPP shares will only be traded on the Euro MTF market and the JSE in demateralised form. Accordingly, all shareholders who hold their shares in either the European market or the South African market in certificated form will have to dematerialise their share certificates, at their own expense, in order to trade their shares. Such shareholders must make arrangements with their CSDP, bank or broker in terms of the custody agreement with their CSDP, bank or broker.

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SECTION FOUR – FINANCIAL INFORMATION

24. FORECAST STATEMENTS OF COMPREHENSIVE INCOME

24.1 The forecast statements of comprehensive income of the EPP group (“forecasts”) for the period from incorporation to 31 December 2016 and year ending 31 December 2017 are presented in Annexure 13.

24.2 The forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors. The forecasts must be read in conjunction with the independent reporting accountant’s limited assurance report on the forecasts which is presented in Annexure 14.

24.3 The forecasts have been prepared in compliance with IFRS and in accordance with the group’s accounting policies as set out in Annexure 20.

25. CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION

25.1 The consolidated pro forma statement of financial position of the EPP group is presented in Annexure 15.

25.2 The consolidated pro forma statement of financial position, including the assumptions on which it is based is the responsibility of the directors. The independent reporting accountant’s report on the consolidated pro forma statement of financial position is presented in Annexure 16.

26. HISTORICAL FINANCIAL INFORMATION

26.1 The audited historical financial information for the EPP group as at 4 January 2016, being the date of incorporation of the company, is presented in Annexure 18.

26.2 The compilation, contents and presentation of the historical financial information is the responsibility of the directors. The independent reporting accountant’s report on the historical financial information is presented in Annexure 19.

27. SHARE CAPITAL

Immediately prior to the private placement and the listing on the JSE:

27.1 the authorised share capital of the company comprises 2 572 645 659 ordinary shares of EUR 0.81 each and 1 preference share of EUR 0.81;

27.2 the issued share capital of the company comprises 514 529 131 ordinary shares of EUR 0.81 each (all of which are listed on the LuxSE) and 1 preference share of EUR 0.81 (not listed on any stock exchange); and

27.3 there are no treasury shares in issue.

Assuming that the private placement is fully subscribed, immediately after the private placement and the listing on the JSE:

27.4 the authorised share capital of the company comprises 2 572 645 659 ordinary shares of EUR 0.81 each and 1 preference share of EUR 0.81;

27.5 the issued share capital of the company will comprise approximately 585 999 168 ordinary shares of EUR 0.81 each (all of which will be listed on the LuxSE and the JSE) and 1 preference share of EUR 0.81 (not listed on any stock exchange); and

27.6 there will be no treasury shares in issue.

27.7 Annexure 21 contains the following salient information relating to the authorised and issued share capital of the company:

27.7.1 authorisations;

27.7.2 rights attaching to shares;

27.7.3 options and preferential rights in respect of shares;

27.7.4 alterations to share capital;

27.7.5 issues and repurchases of shares; and

27.7.6 statement as to listing on stock exchange.

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28. ADEQUACY OF CAPITAL

The directors are of the opinion that the working capital available to the EPP group is sufficient for the group’s present requirements, that is, for at least the next 12 months from the date of issue of this pre-listing statement.

29. DIVIDENDS

29.1 On 11 August 2016, the general meeting resolved to distribute, as an interim distribution, to shareholders of the company reflected in the original shareholders register of the company at 17h00 (CET) on 11 August 2016, an amount of the company’s cash available and deriving from the profits from operations attributable to the shareholders for the period ending on 31 August 2016 (the “specified period”), estimated at EUR 12 482 478 (the “clean-out dividend”). The clean-out dividend shall be calculated with reference to the company’s management accounts and shall be finally determined by the board (or any nominated sub-committee of the board) and shall be payable to the shareholders qualifying for the clean-out dividend within 45 days from the date of the board confirmation (the “payable date”). No shareholder qualifying for the clean-out dividend shall have a claim against the company with respect to the clean-out dividend until the payable date as determined by the board. For the avoidance of doubt, the private placement shares will be issued ex entitlement to the clean-out dividend.

29.2 Following the JSE listing, EPP intends distributing 100% of its distributable income to shareholders. If declared by the directors, the company’s first dividend will be for the period from 1 September 2016 to 31 December 2016.

29.3 Thereafter, the company intends declaring half-yearly dividends, which are expected to be declared for the periods ended 30 June and 31 December.

29.4 Any dividend by the company, that will be declared as annual dividend, i.e. upon adoption of the company’s annual accounts, requires a resolution of the general meeting. Pursuant to the company’s articles of association, the board of directors has the authority to determine which part of the distributable income of EPP shall be reserved. The general meeting may resolve to distribute any remaining dividend after such reservation.

29.5 Any distributions that are not declared upon the adoption of the annual accounts are considered interim dividends, which can be declared by the board of directors at any time and require an interim statement of assets and liabilities to be prepared and signed by the board of directors.

29.6 All distributions declared by the company will be declared in accordance with the company’s articles of association and the applicable principles of Dutch corporate law.

29.7 All unclaimed distributions will be held by EPP in trust. A claim of a shareholder for payment of a distribution will be time barred by an elapse of five years.

29.8 There are no arrangements in terms of which future dividends are waived or agreed to be waived.

30. MATERIAL COMMITMENTS, LEASE PAYMENTS AND CONTINGENT LIABILITIES

30.1 The company has concluded the acquisition agreements, in terms of which it will purchase the acquisition portfolio from Griffin and Echo.

30.2 The aggregate purchase price payable by EPP for its 70% stake in Warsaw retail development NewCo (being the special purpose vehicle that will own the Warsaw retail development site) is EUR 84 000 000, payable in the following four instalments:

30.2.1 EUR 5 000 000 when the relevant transaction documents are signed;

30.2.2 EUR 37 000 000 on the JSE listing, but no later than 1 December 2016;

30.2.3 EUR 21 000 000 when the City of Warsaw authorities approve the zoning plan allowing for the development of the Warsaw retail development site project; and

30.2.4 EUR 21 000 000 on receipt of a positive decision on the Warsaw retail development site project’s impact on the environment;

30.3 The purchase price payable by EPP for its 100% stake of the remainder of the properties comprising the acquisition portfolio will only be determined on completion of the relevant acquisition, and will be calculated as the product of the annual net operating income of the relevant property divided by an agreed yield.

30.4 The salient terms of the acquisition agreements are set out in Annexure 7.

30.5 EPP has granted a suretyship up to an amount of EUR 3 500 000 in order to secure Camas Investments LLC’s obligation to introduce a long-term incentive scheme in terms of the management contract entered into between

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Hadley Dean, Chief Executive Officer of the company, and Camas Investments LLC. The salient terms of such management contract are set out in Annexure 5.

30.6 Save as set out above, and save for the material borrowings set out in Annexure 22, the company has no material commitments, lease payments or contingent liabilities.

31. MATERIAL BORROWINGS

31.1 Details of material borrowings advanced to the group as at the last practicable date are set out in Annexure 22.

31.2 None of the material borrowings set out in Annexure 22 have any redemption or conversion rights attaching to them.

31.3 The company has no loan capital outstanding.

31.4 The group has not entered into any inter-company financial or other transactions.

31.5 As at the last practicable date, the group has not undertaken any off-balance sheet financing.

32. LOANS RECEIVABLE

32.1 No material loans were made by the group as at the last practicable date.

32.2 No loans have been made or security furnished by the group for the benefit of any director, manager or associate of any director or manager of the group.

33. MATERIAL CHANGES

Save for the acquisitions set out in Annexure 11, the Redefine transaction and the listing on the LuxSE:

33.1 there have been no material changes in the financial or trading position of the group since incorporation of the company; and

33.2 there have been no changes in the business or trading objects of the company since incorporation.

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SECTION FIVE – ADDITIONAL MATERIAL INFORMATION

34. STATEMENT AS TO LISTING ON THE JSE

34.1 The JSE has granted EPP approval for a listing of all of its issued shares in the “Real Estate – Real Estate Holdings and Development” sector on the Main Board of the JSE under the abbreviated name: “PolskaProp”, JSE share code: EPP and ISIN: NL0011983374, with effect from the commencement of trade on Tuesday, 13 September 2016. If the number of new shares issued is increased due to investor demand, application will be made to the JSE for a listing of any additional shares issued.

34.2 The listing on the JSE is subject to the company having satisfied the requirements of the JSE Listing Requirements regarding the spread of shareholders, being public shareholders holding not less than 20% of the issued ordinary share capital of the company at the point of listing on the JSE.

34.3 Once so listed, EPP will hold a dual primary listing on the Euro MTF market of the LuxSE and on the Main Board of the JSE.

35. MATERIAL CONTRACTS

35.1 Save for the material contracts set out in Annexure 7 and the loan agreements set out in Annexure 22, the group has not entered into any other material contracts, being:

35.1.1 restrictive funding arrangements and/or contracts entered into otherwise than in the ordinary course of business, either within the two years prior to the date of this pre-listing statement or at any other time and containing an obligation or settlement that is or may be material to the company or its subsidiaries at the last practicable date; or

35.1.2 contracts that are otherwise considered material by the company.

35.2 A summary of the service contracts of the executive directors is set out in Annexure 5.

36. COMMISSIONS PAID OR PAYABLE

36.1 Save for the capital raising fee payable to Java Capital in respect of the private placement and an aggregate underwriting fee of 3.5% payable to the underwriters (which will be reduced to the extent that EPP pays any pre-commitment fees to any investors) and/or the investors from which binding subscription undertakings have been received, as further detailed in paragraph 20.12 and Annexure 7, no amount has been paid, or accrued as payable, since incorporation of the company, as commission to any person, including commission so paid or payable to any sub-underwriter that is the holding company or a director or officer of the applicant, for subscribing or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions for any securities of the company.

36.2 No other commissions, discounts or brokerages have been paid nor have any other special terms been granted in connection with the issue or sale of any shares in the share capital of the company, since incorporation of the company.

36.3 The group is not subject to any royalty agreements and no royalties are payable by the company.

36.4 The group is not subject to any management agreements.

37. GOVERNMENT PROTECTION AND INVESTMENT ENCOURAGEMENT LAW

There is no government protection or any investment encouragement law pertaining to any of the businesses operated by the group.

38. CORPORATE GOVERNANCE

The company’s corporate governance statement is presented in Annexure 23.

39. EXCHANGE CONTROL REGULATIONS

39.1 EPP has obtained approval from the SARB for the listing of its ordinary shares on the Main Board of the JSE, which listing is classified as an “inward listing” in terms of the Exchange Control Regulations.

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39.2 A summary of the Exchange Control Regulations, relating to the acquisition of ordinary shares, is set out in Annexure 24.

40. LITIGATION STATEMENT

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which the EPP group is aware, that may have or have had in the recent past, being the previous 12 months, a material effect on the group’s financial position.

41. DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are given on page in paragraph 4 of this pre-listing statement, collectively and individually, accept full responsibility for the accuracy of the information given herein and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this pre-listing statement contains all information required by law and the JSE Listings Requirements.

42. INCORPORATION BY REFERENCE

42.1 The following information is incorporated in this pre-listing statement by reference:

Pre-listing statement reference Nature of information Accessible at

Paragraph 1 of Annexure 23

A register of all 75 King III principles and the extent of EPP’s compliance therewith

Copies are available for inspection at the registered office of EPP and the offices of the JSE sponsor and LuxSE listing agent, at no charge and at any time during normal business hours on business days from Wednesday, 31 August 2016 to Tuesday, 13 September 2016. Copies can also be viewed on the EPP website at http://www.echo-pp.com/pobierz,file,9_cg.pdf.

Annexure 18 The audited historical financial statements of EPP

The audited financial statements as at 4 January 2016 are available for inspection on the company’s website at http://www.echo-pp.com/pobierz,file,7_2016-08-22-epp-financial-statement-jan-16.pdf.

42.2 Where information has materially changed since publication and the last practicable date, any changes have been disclosed.

43. CONFLICTS OF INTEREST

Java Capital is acting in the capacities of corporate advisor, bookrunner and JSE sponsor. Java Capital has confirmed their view that this does not affect their independence. However, as required in terms of the JSE Listings Requirements, it has confirmed that in order to manage any potential or perceived conflicts of interest that might arise as a result of Java Capital acting in these roles, Java Capital has in place appropriate checks and balances to manage any potential or perceived conflicts of interests, including procedures to assess the independence of Java Capital in respect of a transaction (and, should it be determined that Java Capital is not independent, the appointment of an independent transaction sponsor) and the divisions of responsibility between directors of Java Capital involved in fulfilling the various functions undertaken by Java Capital in respect of the JSE listing and private placement.

44. CONSENTS

44.1 Each of the corporate advisor, JSE sponsor and bookrunner, the LuxSE listing agent, the independent reporting accountants, the auditors, the legal advisor as to Dutch law, the legal advisor as to South African law, the independent property valuer, the bankers, the company secretary and the South African transfer secretaries whose names are included in this pre-listing statement have consented in writing to act in the capacities stated and to their names appearing in this pre-listing statement, and have not withdrawn such consent prior to the publication of this pre-listing statement.

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44.2 The independent reporting accountants and the independent property valuer have consented to the inclusion of their reports in the form and context in which they are included in the pre-listing statement, which consents have not been withdrawn prior to the publication of this pre-listing statement.

45. PRELIMINARY EXPENSES AND ISSUE EXPENSES

The preliminary and issue expenses (excluding VAT) relating to the JSE listing and the private placement which have been incurred or that are expected to be incurred by the group in relation to the JSE listing are presented in the table below.

Expense Recipient R#

Corporate advisory fees Java Capital 7 500 000Bookrunner fees* Java Capital 9 000 000Documentation inspection fee JSE 128 025Listing fees JSE 600 000Listing fees LuxSE 112 500Printing, publication and distribution costs Ince 300 000Transfer secretarial fees Computershare 30 000Dutch legal fees Loyens & Loeff 3 750 000LuxSE listing advisor MPartners 2 250 000South African legal fees CDH 153 000Valuation fees Savills 750 000Independent reporting accountant fees EY Inc. 937 500Audit fees EY 7 320 000Settlement fees Standard Chartered Bank 1 400 000Contingency 6 150 000

Sub-total 40 363 025

# Amounts in Euro have been converted at a EUR:ZAR exchange rate of EUR 1.00: ZAR15.00 and USD:ZAR at an exchange rate of USD 1.00: ZAR 14.00.

* Assuming the private placement is fully subscribed.Note: In addition to the amounts set out above:1. EPP will pay an underwriting fee to the underwriters as more fully detailed in paragraph 20.12 and Annexure 7.2. Advisory fees payable to Griffin and East Management in terms of the Griffin advisory agreement and East Management advisory agreement,

respectively, are more fully detailed in Annexure 7 include fees in connection with the private placement process.

46. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the company’s registered office and at the sponsor’s office during business hours from Wednesday, 31 August 2016 up to and including Tuesday, 13 September 2016:

46.1 the signed pre-listing statement;

46.2 the articles of association of the company and its subsidiaries;

46.3 the material contracts referred to in paragraph 35 above;

46.4 the summary valuation report prepared by the independent property valuer as presented in Annexure 10;

46.5 the detailed valuation reports prepared by the independent property valuer;

46.6 the service contracts of the executive directors detailed in Annexure 5;

46.7 the signed reports by the independent reporting accountants, as presented in Annexure 14, Annexure 16, Annexure 17 and Annexure 19;

46.8 the statements of financial position of the FIZs, as at 31 December 2015, reported on in terms of ISA 800;

46.9 the letters of consent referred to in paragraph 44 above;

46.10 the audited financial information of the company as at 4 January 2016;

46.11 Future consolidated annual and quarterly reports; and

46.12 the written resolutions of the shareholders of the company.

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Signed in Johannesburg by Hadley Dean on his behalf and on behalf of all of the directors of the company on ____________________________(date) in terms of powers of attorney granted by them.

___________________________________Hadley Dean

___________________________________For: Maciej Drozd, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Marek Belka, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Robert Weisz, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Peter Driessen, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Marc Wainer, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Andrew Konig, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Dionne Hirschowitz, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Maciej Dyjas, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Nebil Senman, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

___________________________________For: Andrea Steer, a director, herein represented by Hadley Dean under and in terms of a power of attorney executed on 19 August 2016

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Annexure 2

DETAILS OF MAJOR SUBSIDIARIES

Set out below are details of all major subsidiaries of the company as at the last practicable date. The company has two major subsidiaries, being the FIZs.

No. Name of subsidiaryDate and place of incorporation

% held by EPP Nature of business

Date of becoming a subsidiary

1. Forum XXIX 25 May 2010, Poland

100 A close-end investment fund company

17 February 2016

2. Form XXXIV 25 November 2010, Poland

100 A close-end investment fund company

17 February 2016

Notes:

1. The company’s major subsidiaries are not listed on any other stock exchange.2. There are no inter-company loans owed to EPP by any major subsidiary, or owed by EPP to any major subsidiary, as at the last practicable date.3. Ventra, Emfold and Flaxton Investments are subsidiaries of EPP that are not classified as major subsidiaries. These are dormant entities as at 24 August 2016.

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Annexure 3

INFORMATION ON THE DIRECTORS, MANAGEMENT AND MATERIAL THIRD PARTIES

1. DIRECTORS’ INTERESTS

1.1 Directors’ interests in EPP ordinary shares

1.1.1 Set out below are the direct and indirect beneficial interests of directors and their associates (including directors who have resigned in the last 18 months) in EPP ordinary shares, as at the last practicable date:

Beneficially heldDirectors Directly Indirectly Total %

Hadley Dean 500 000 – 500 000 0.10

1.1.2 Since incorporation of the company, the following ordinary shares were acquired by or issued to directors:

1.1.2.1 On 12 August 2016, EPP issued 500 000 ordinary shares to Hadley Dean for an aggregate consideration of EUR 500 000.

1.1.3 Assuming the private placement is fully subscribed, set out below are the direct and indirect beneficial interest of directors and their associates (including directors who have resigned in the last 18 months) in EPP ordinary shares immediately following the private placement and the JSE listing:

Beneficially heldDirectors Directly Indirectly* Total %

Hadley Dean 500 000 – 500 000 0.09

1.2 Directors’ interests in transactions

Set out below are details of the directors (including a director who resigned during the last 18 months) who have or had a material beneficial interest, direct or indirect, in transactions effected by the company since incorporation:

Name of director Particulars of contract Nature/Extent of interest

Hadley Dean Suretyship, the salient terms of which are set out in Annexure 5.

EPP has granted a suretyship up to an amount of EUR 3 500 000 in order to secure Camas Investments LLC’s obligation to introduce a long-term incentive scheme in Hadley Dean’s favour.

Maciej Dyjas Griffin advisory agreement, the salient terms of which are set out in Annexure 7.

Maciej Dyjas is an indirect beneficial shareholder of Griffin.

Nebil Senman Griffin advisory agreement, the salient terms of which are set out in Annexure 7.

Nebil Senman is an indirect beneficial shareholder of Griffin.

Maciej Dyjas ROFO project acquisition agreements, the salient terms of which are set out in Annexure 7.

Maciej Dyjas is an indirect beneficial shareholder of Echo (vendor).

Nebil Senman ROFO project acquisition agreements, the salient terms of which are set out in Annexure 7.

Nebil Senman is an indirect beneficial shareholder of Echo (vendor).

Maciej Dyjas Warsaw retail development site acquisition agreement, the salient terms of which are set out in Annexure 7.

Maciej Dyjas is an indirect beneficial shareholder of Griffin.

Nebil Senman Warsaw retail development site acquisition agreement, the salient terms of which are set out in Annexure 7.

Nebil Senman is an indirect beneficial shareholder of Griffin.

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1.3 General disclosures

1.3.1 No amount has been paid, or accrued as payable, since the incorporation of the company, or is proposed to be paid to any promoter or to any partnership, syndicate or other association of which such promoter is or was a member and no other benefit has been given or is proposed to be given to such promoter, partnership, syndicate or other association within the said period.

1.3.2 Save as disclosed in paragraph 1.2 above, none of the directors or any promoter has any material beneficial interest, direct or indirect, in the promotion of the company and/or in the initial or acquisition portfolios. This includes a partnership, company, syndicate or other association.

1.3.3 No amount has been paid, or agreed to be paid, since incorporation of the company, to any director of EPP or to any company in which such director is beneficially interested, directly or indirectly, or of which he is a director (“the associate company”) or to any partnership, syndicate or other association of which he is a member (“the associate entity”), in cash, securities or otherwise, by any person, either to induce him to become, or to qualify him as a director or otherwise for services rendered by him or by the associate company or the associate entity in connection with the promotion or formation of the EPP group.

2. DIRECTORS’ EMOLUMENTS

2.1 The emoluments of the directors anticipated to be paid for the period to 31 December 2016 are set out in the table below:

DirectorBasic salaries

EURDirectors’ fees

EUR

Bonuses and other

performance payments

EURTotal EUR

Executive directorsHadley Dean 160 500 – 292 000* 452 500Maciej Drozd 87 500 – 25 000 112 500

248 000 – 317 000 565 000

Non-executive directorsRobert Weisz – 45 000 – 45 000Marc Wainer – 25 000 – 25 000Marek Belka – 31 000 – 31 000Andrew Konig – 25 000 – 25 000Maciej Dyjas – 25 000 – 25 000Nebil Senman – 25 000 – 25 000Dionne Ellerine – 30 000 – 30 000Andrea Steer – 40 000 – 40 000Peter Driessen – 37 000 – 37 000

Total – 283 000 – 283 000

* Comprises the maximum annual performance bonus to which Mr Dean is entitled, being EUR 275 000, plus a sign-on bonus in respect of consulting services to be rendered to EPP in the amount of EUR 100 000.

2.2 The executive directors are each remunerated by Camas Investments LLC, in terms of the agreements concluded by each of them and Camas Investments LLC, the salient terms of which are set out in Annexure 5. The non-executive directors are remunerated by EPP.

2.3 Save as set out above, no director has received or will receive emoluments for the period from incorporation to 31 December 2016, in the form of:

2.3.1 fees for services as a director;

2.3.2 management, consulting, technical or other fees paid for such services rendered, directly or indirectly, including payments to management companies, a part of which is then paid to a director of the company;

2.3.3 basic salaries;

2.3.4 bonuses and performance-related payments;

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2.3.5 sums paid by way of expense allowance;

2.3.6 any other material benefits received;

2.3.7 contributions paid under any pension scheme; or

2.3.8 any commission, gain or profit-sharing arrangements.

2.4 It has been agreed that either Camas Investments LLC or EPP will introduce a long-term incentive program for the first five consecutive years of Hadley Dean’s appointment, under which he will be allocated share options or similar instruments in respect of EPP ordinary shares (“LTI”). The proposed terms of the LTI are set out in Annexure 5. The adoption of any LTI will be subject to approval as required by the LuxSE and in terms of the JSE Listings Requirements.

2.5 Save as set out above, no share options or any other right has been given to a director of the company in respect of providing a right to subscribe for ordinary shares in EPP.

2.6 No ordinary shares have been issued and allotted in terms of a share purchase or share option scheme for any of the company’s employees.

2.7 Save as set out in Annexure 5, the directors have not and do not receive any remuneration or benefit in any form from any subsidiary, joint venture or third party management or advisory company.

2.8 EPP has not paid any other fees or incurred any fees payable to a third party in lieu of directors’ fees.

2.9 The remuneration received by any of the directors will not be varied as a consequence of the private placement or JSE listing.

2.10 The business of EPP, or any part thereof, is not managed or proposed to be managed by any third party under contract or arrangement.

2.11 Save for as set out in Annexure 5, the company has not entered into any contracts relating to the directors’ and managerial remuneration, secretarial and technical fees and restraint payments.

3. BORROWING POWERS

3.1 The borrowing powers of the group exercisable by the directors are unlimited. The borrowing powers of the group may not be varied unless the articles of association are amended by way of a resolution passed by shareholders with the support of 75% of voting rights exercised.

3.2 The borrowing powers have not been exceeded during the previous three years. There are no exchange control or other restrictions on the borrowing powers of EPP. Further information related to the borrowing powers of directors are set out in Annexure 6.

4. DIRECTORS’ DECLARATIONS

No director has:

4.1 been a director of a company that has been put into liquidation or been placed under business rescue proceedings or had an administrator or other executor appointed during the period when he was (or within the preceding 12 months had been) one of its directors, or alternate directors or equivalent position;

4.2 either himself or any company of which he was a director or an alternate director or officer at the time of the offence, been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the South African Companies Act 71 of 2008 (the “SA Companies Act”) or equivalent legislation;

4.3 been removed from an office of trust, on grounds of misconduct, involving dishonesty;

4.4 been disqualified by a court from acting as a director of the company, or from acting in management or conduct of the affairs of any company;

4.5 been convicted of an offence resulting from dishonesty, fraud, theft, perjury, misrepresentation or embezzlement;

4.6 been adjudged bankrupt or sequestrated in any jurisdiction;

4.7 been a party to a scheme of arrangement or made any other form of compromise with his creditors;

4.8 been found guilty in disciplinary proceedings, by an employer or regulatory body, due to dishonest activities;

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4.9 had any court grant an order declaring him to be a delinquent or placed such director under probation in terms of section 162 of the SA Companies Act and/or 47 of the South African Close Corporations Act 69 of 1984 or equivalent legislation;

4.10 been barred from entry into any profession or occupation;

4.11 been convicted in any jurisdiction of any criminal offence, or an offence under legislation relating to the SA Companies Act or equivalent legislation;

4.12 received any official public criticisms by any statutory or regulatory authorities (including recognised professional bodies);

4.13 entered into any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such person is or was a partner at the time of or within the 12 months preceding such event;

4.14 entered into receiverships in respect of any of his asset(s) or the assets of a partnership of which he is or was a partner at the time of, or within the 12 months preceding, such event; or

4.15 been involved in any offence involving dishonesty committed.

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Annexure 4

CURRENT AND PAST DIRECTORSHIPS AND PARTNERSHIPS

Set out below are details of the companies and partnerships of which each director of the company or major subsidiary is currently a director or partner as well as the companies and partnerships of which each director of the company or major subsidiary was a director or partner over the five years preceding this pre-listing statement:

Director Current directorships and partnershipsDirectorships and partnerships held in the last five years

Hadley Dean Echo Polska Properties N.V., Express Couriers Compass Offices, Colliers International,

Maciej Drozd Echo Polska Properties N.V., Echo Investment S.A., GP Development Sarl, GP Retail Sarl, GP Office Sarl, Projekt Echo 138 Sp. z o.o.

DTC SPV 1 Sp. z o.o., SO SPV 16 Sp. z o.o., Cedet Sp. z o.o., Cimiento Investments Sp. z o.o., DH Renoma Sp. z o.o., DH Supersam Katowice Sp. z o.o., DTC Real Estate Finance Sp. z o.o., DTC Renoma, DTC Renoma Sp. z o.o., Okraglak Sp. z o.o., Residential Real Estate Sp. z o.o., MDR Inwestycje Maciej Drozed Marzena Mendza-Drozd Sp. j., MDR Inwestycje Maciej Drozd Marzena Mendza-Drozd Sp. j., Empik Media & Fashion SA, Global Asset Management Sp. z o.o., Mayra Investments Sp. z o.o., Nunca Investments Sp. z o.o., Posejdon Development Sp. z o.o., Prime Properties Sp. z o.o., Prime Real Estate Sp. z o.o., CDI Polska Sp. z o.o., DTC Real Estate S.A. CZG Development Sp. z o.o., Development Finance Sp. z o.o., Eastbridge Sarl, Empik Centrum Investments Sarl, ECI Holdings, Sarl, Westbridge Sarl, Cresida Investment Sarl, Eastbridge Belgium SA, Matrox Professional Inc., MDR Inwestycje Sp. z o.o., Immobel SA, DTH Partners LLC

Robert Weisz Echo Polska Properties N.V., Timevest B.V., Alzheimer/VU Institute, Profound Asset Management

Multidevelopment Corporation, Dutch Foundation for Transparency of non quoted property investment companies

Marc Wainer Echo Polska Properties N.V., Redefine Properties Limited, High Com Property Holdings Proprietary Limited, Kalmark Investments Proprietary Limited, Marc Wainer and Associates Proprietary Limited, High Com Property Holdings Proprietary Limited, Drawood First Investments Proprietary Limited, Ellwain Investments Proprietary Limited, Fluxrab Investments No. 53 Proprietary Limited, Redefine International plc, Redefine BDL Hotel Group Limited, Cromwell Property Group, Redefine Properties Australia Proprietary Limited

Hyprop Management Company Proprietary Limited, Spearhead Property Holdings Proprietary Limited, Redefine Properties Opco Proprietary Limited, ApexHi Properties Limited, Ambit Properties Limited, Redefine Properties International Limited, Insite Properties Proprietary Limited, Insite Properties Proprietary Limited, Barringer Investment Holdings Proprietary Limited, Lason Trading 12 Proprietary Limited, Redefine Property Management Proprietary Limited, Redefine Retail Proprietary Limited, Redefine Global Proprietary Limited, Madison Property Fund Managers Holdings Limited, Madison Property Fund Managers Limited, Cape Gannet Properties 261 Proprietary Limited, The Pivotal Fund Limited, Redefine International Holdings Limited, Redefine International Fund Managers Europe Limited, Newpark Towers Proprietary Limited

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Andrew Konig Echo Polska Properties N.V., Redefine Properties Limited, Redefine Property Management Proprietary Limited, Redefine Retail Proprietary Limited, Redefine Global Proprietary Limited, Fountainhead Property Trust Management Limited, Fountainhead Property Administration Proprietary Limited, Madison Property Fund Managers Holdings Limited, Madison Property Fund Managers Limited, Cape Gannet Properties 261 Proprietary Limited, Erf 2/49 Bryanston Proprietary Limited, Redefine Commercial Proprietary Limited, Any Name 621 Proprietary Limited, Observatory Business Park Proprietary Limited, The Property Management Team Proprietary Limited, Black River Park Investments Proprietary Limited, Annuity Properties Limited, Annuity Asset Managers Proprietary Limited, S and J Land Investments Proprietary Limited, Simmer and Jack Land Development Company Proprietary Limited, Simmer Extensions Proprietary Limited, Micawber 185 Proprietary Limited, Delta Property Fund Limited, Redefine International plc, Partridge Investments Limited, Cromwell Property Group, Redefine Properties Australia Proprietary Limited, Redefine Pacific

Hyprop Management Company Proprietary Limited, Spearhead Property Holdings Proprietary Limited, Redefine Properties Opco Proprietary Limited, ApexHi Properties Limited, Worth Publishing Proprietary Limited, Ambit Properties Limited, Park Road Trading 7 Proprietary Limited, Upper East Side Hotel Proprietary Limited, Newspaper Association of South Africa, Oryx Properties Limited

Maciej Dyjas Echo Polska Properties N.V., Griffin Real Estate Sp. z o. o., Cornerstone Partners Sp. z o.o. fund, OCM Cornerstone Finteco SARL, Echo Investment S.A.

Eastbridge Sarl, Chairman of Supervisory Board of Empik Media and Fashion S.A., DTH Capital LLC, Immobel Belgium SA, Centrum Development & Investment Sp. z o.o.

Nebil Senman Supervisory Board Member Echo Investment SA, Griffin Real Estate Sp. z o. o.

Supervisory Board Member German Office AGSupervisory Board OCM German Real Estate Holding AG

Marek Belka Echo Polska Properties N.V. –

Dionne Ellerine Echo Polska Properties N.V., Newpark REIT Limited, Ellerine Bros Proprietary Limited, Sidney Ellerine Trust Proprietary Limited, Eric Ellerine Trust Proprietary Limited, Citizen Corporation Proprietary Limited, Javelin Holdings Proprietary Limited, Boma Properties (Venda) Proprietary Limited, Stand 1276 Carltonville Proprietary Limited, Lucysat Investments Proprietary Limited, Nirelle Proprietary Limited, Shotput Investments Proprietary Limited, Ellwain Investments Proprietary Limited, Stuttafords Stores Proprietary Limited, Stuttafords International Fashion Company Proprietary Limited, Loringwood Investments Proprietary Limited, Redefine BDL Hotel Group Limited

WBS Holdings Proprietary Limited, Weldcom Investment Holdings Proprietary Limited, Roadspan Holdings Proprietary Limited

Andrea Steer

Echo Polska Properties N.V. –

Peter Driessen Echo Polska Properties N.V., member of the supervisory board of Achmea Realty Master Fund, Achmea Realty Fund Asia, Achmea Realry Fund Europa, Achmea Realty Fund America

European director Capital Markets CBRE bv

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Annexure 5

SALIENT FEATURES OF THE SERVICE CONTRACTS OF EXECUTIVE DIRECTORS

1. HADLEY DEAN (CHIEF EXECUTIVE OFFICER)

1.1 Management services agreement

Set out below are the salient features of the management contract entered into between Hadley Dean, Chief Executive Officer of the company, and Camas Investments (the “CEO management contract”).

Appointment

Mr Dean will render management services to the EPP group and has been appointed Chief Executive Officer of EPP and president of the management board of Camas Investments LLC on and with effect from 1 June 2016.

The appointment will endure for an indefinite term, unless terminated.

Remuneration

In consideration for his services, Mr Dean is entitled to receive gross annual remuneration of EUR 275 000. Commencing from the 2017 financial year, Mr Dean is entitled to receive a conditional annual performance bonus in the gross amount of up to EUR 300 000 for each full financial year in which he was engaged; provided that the key performance indicators set out in the annual budget of the EPP group outlining the financial and other targets for the group and its management have been met. For the 2016 financial year, Mr Dean is entitled to receive a conditional annual performance bonus in the gross amount of up to EUR 175 000.

Long-term incentive

Camas Investments LLC or EPP will introduce a long-term incentive program for the first five consecutive years of Mr Dean’s appointment, under which he will be allocated EPP share options or similar instruments. The entry strike price will be equal to the price at which Redefine acquired its ordinary shares in EPP pursuant to the Redefine transaction. Mr Dean will be allocated such number of options such that if EPP achieves the targets specified in an agreed business plan, the profit on the options will be at least EUR 3 500 000.

If Mr Dean terminates the CEO management contract within the first three years, his options will be forfeited. If he terminates the CEO management contract in the fourth year or fifth year, he will be entitled to receive 60% or 80% of the shares resulting from the options, respectively.

The detailed parameters of the long term incentive scheme will be agreed in good faith between the parties by the end of 2016. If the scheme is not put in place, Mr Dean’s entitlement to an annual performance bonus will be increased to EUR 750 000 and he will be paid an additional amount of EUR 262 500 by the end of January 2017.

As part of the long term incentive scheme, Mr Dean will be entitled to co-invest up to EUR 500 000 in EPP on the same terms at which Redefine acquired its ordinary shares in EPP pursuant to the Redefine transaction. As set out in paragraph 1.1.2.1 of Annexure 3, this investment was effected on 12 August 2016.

EPP has granted a suretyship up to an amount of EUR 3 500 000 in order to secure Camas Investments LLC’s obligation to introduce a long-term incentive scheme in terms of the CEO management contract.

1.2 Consulting services

Appointment

In terms of a letter of intent signed by EPP and Hadley Dean on 1 June 2016, it is envisaged that Mr Dean will, by 31 December 2016 and through a Czech company to be established, enter into a consulting services agreement with a subsidiary of EPP.

The services provided in terms of such contract will include advising on investment plans for the expansion of the group’s activities in Poland, analysis of real estate trends and developments, research of commercial opportunities to leverage the group’s assets, assessment of the group’s performance as compared to international standards, and providing other advisory services.


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Remuneration

In consideration for such services, Mr Dean will be paid a net annual fee of EUR 200 000. On conclusion of the consulting services agreement, he will be paid a sign-up bonus equivalent to a pro rata portion of such annual fee, calculated from 1 June 2016 to the date of conclusion of the consulting services agreement.

2. MACIEJ DROZD (CHIEF FINANCIAL OFFICER)

2.1 Management services agreement

Set out below are the salient features of the management contract entered into between Maciej Drozd, Chief Financial Officer of the company, and EPP (the “CFO management contract”).

Appointment

Mr Drozd will render management services to the EPP group and has been appointed Chief Financial Officer of EPP from 12 August 2016.


Remuneration

In consideration for his services, Mr Drozd is entitled to receive gross annual remuneration of EUR 175 000. Mr Drozd is entitled to receive a conditional annual performance bonus in the gross amount of up to EUR 50 000 for each full financial year in which he was engaged; provided that the key performance indicators set out in the annual budget of the EPP group outlining the financial and other targets for the group and its management have been met.

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Annexure 6

EXTRACTS FROM THE ARTICLES OF ASSOCIATION

The articles of association of EPP make provision for, inter alia, the appointment, qualification, remuneration and borrowing powers of directors, as well as the declaration and payment of dividends. Extracts from the articles of association are set out below:

1. DEFINITIONS

1.1 In these Articles of Association the following words shall have the following meanings:

(a) Annual Accounts: the annual accounts of the company as referred to in Section 2:361 of the Dutch Civil Code, consisting of a balance sheet and profit and loss account with explanatory notes, and the consolidated annual accounts if the company prepares consolidated annual accounts;

(b) Applicable Listing Authority: any exchange on which the issued Share capital of the company may be listed from time to time;

(c) Applicable Listing Rules: the rules and/or regulations issued and enforced by any Applicable Listing Authority from time to time;

(d) Articles of Association: these articles of association;

(e) Auditor: an auditor as referred to in Section 2:393 of the Dutch Civil Code, or an organisation in which such auditors work together;

(f) Board of Directors: the board of directors of the company;

(g) Chairperson: the chairperson of the Board of Directors;

(h) Class Meeting Preference Share: the company body consisting of the holder of the preference Share or the meeting of the holder of the preference Share (as the case may be);

(i) Company: Echo Polska Properties N.V. (formerly named Echo Polska Properties B.V.);

(j) Company Body: the Board of Directors, the General Meeting or the Class Meeting Preference Share;

(k) Company Secretary: has the meaning attributed thereto in Article 18;

(l) DA: that certain development agreement entered into or to be entered into by Echo in relation to an Extension (as amended from time to time);

(m) Depositary Receipts: depositary receipts issued in respect of Shares;

(n) Distributable Equity: the part of the company’s equity which exceeds the aggregate of the paid in and called up part of the capital and the reserves which must be maintained pursuant to the law;

(o) DRH rights: the rights conferred by law upon holders of depositary receipts issued with a company’s cooperation for shares in its capital;

(p) Echo: Echo Prime Assets B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its registered office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, registered with the Dutch trade register under number 66260701;

(q) Executive Director: a member of the Board of Directors appointed by the General Meeting as executive director of the Board of Directors;

(r) Extension: the development of that certain extension, including:(i) the development for the extension of the shopping and entertainment centre named “Galaxy Centrum”

located in Szczecin, Poland, at Aleja Wyzwolenia street and Jacka Malczewskiego street, comprising land plot numbers 9/4, 9/16, 12/13 and 12/26 for which the District Court Szczecin-Prawobrzeże i Zachód in Szczecin, Poland, Tenth Land and Mortgage Registry Division, maintains the land and mortgage register numbers SZ1S/00082806/0, SZ1S/00088056/9 and SZ1S/00207182/2, including the reconstruction of parts of the existing building with the roads and utilities infrastructure, as well as land development on adjacent plots of land;

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(ii) the development for stage two of the extension, reconstruction and adaptation of the shopping centre named “Outlet Park Szczecin”, located in Szczecin-Dąbie, Poland, at 42 Andrzeja Struga street, within cadastral district 4070, registration unit: Szczecin-Dąbie, Poland, for which the District Court Szczecin-Prawobrzeże i Zachód in Szczecin, Poland, Tenth Land and Mortgage Registry Division, maintains the land and mortgage register number SZ1S/00090596/3, including the development of the building on part of land plot number 89/1 and 91, the development of the parking on part of land plot number 89/2 and the development of the sanitary connection on part of the land plot number 83dr;

(iii) the development for stage three of the extension, reconstruction and adaptation of the shopping centre named “Outlet Park Szczecin”, including the former storage building for the supermarket chain with business name “Społem Powszechna Spółdzielnia Spożywców”, located in Szczecin-Dąbie, Poland, at 42 Andrzeja Struga street, on part of land plot number 89/2, within cadastral district 4070, registration unit: Szczecin-Dąbie, Poland, for which the District Court Szczecin-Prawobrzeże i Zachód in Szczecin, Poland, Tenth Land and Mortgage Registry Division, maintains the land and mortgage register number SZ1S/00090596/3, as well as land development on adjacent plots of land; and

(iv) the development for stage four of the extension (including but not limited to a clinic, a gym, a consumer electronics store, parking, green areas and utility installations), reconstruction and adaptation of the shopping centre named “Outlet Park Szczecin”, located in Szczecin-Dąbie, Poland, at 42 Andrzeja Struga street, on part of land plot number 89/2, within cadastral district 4070, registration unit: Szczecin-Dąbie, Poland, for which the District Court Szczecin-Prawobrzeże i Zachód in Szczecin, Poland, Tenth Land and Mortgage Registry Division, maintains the land and mortgage register number SZ1S/00090596/3, as well as land development on adjacent plots of land;

(s) Extension Completion: has the meaning assigned thereto in Article 29.5;

(t) General Meeting: a meeting of Shareholders and other persons entitled to attend meetings of Shareholders or the corporate body of the Company consisting of Shareholders entitled to vote, together with pledgees and usufructuaries to whom voting rights attributable to Shares accrue, as the case may be;

(u) in writing: by letter, by telecopier, by e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established;

(v) Master Lease: that certain master lease agreement entered into or to be entered into in relation to an Extension (as amended from time to time);

(w) Non-Executive Director: a member of the Board of Directors appointed by the General Meeting as non-executive director of the Board of Directors;

(x) Preferred Distribution: has the meaning assigned thereto in Article 29.5;

(y) Semi-Annual Figures: the semi-annual figures (halfjaarlijkse financiële verslaggeving) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht);

(z) Share: a share in the capital of the company; unless the contrary is apparent, this shall include each ordinary Share and the preference Share;(aa) Shareholder: a holder of one or more Shares; unless the contrary is apparent, this shall include each holder

of ordinary Shares, as well the holder of the preference Share;(bb) Subsidiary: a subsidiary of the company as referred to in Section 2:24a of the Dutch Civil Code;(cc) Vice-Chairperson: the vice-chairperson of the Board of Directors.

2. NAME AND OFFICIAL SEAT

2.1 The company’s name is:

Echo Polska Properties N.V.

2.2 The official seat of the company is in Amsterdam, the Netherlands.

3. OBJECTS

3.1 The objects of the company are:(a) to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses and companies;(b) to finance businesses and companies;(c) to borrow, to lend and to raise funds, including through the issue of bonds, debt instruments or other

securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities;

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(d) to render advice and services to businesses and companies with which the company forms a group and to third parties;

(e) to grant guarantees, to bind the company and to pledge its assets for obligations of the company, its group companies and/or third parties;

(f ) to acquire, alienate, manage and exploit registered property and items of property in general;(g) to trade in currencies, securities and items of property in general;(h) to develop and trade in patents, trademarks, licenses, know-how and other intellectual and industrial

property rights;(i) to perform any and all activities of an industrial, financial or commercial nature,

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

3.2 The confirmation of any action taken by the company which transgresses its objects is prohibited to the extent that such confirmation is contrary to any Applicable Listing Rules.

4. AUTHORISED CAPITAL

4.1 The authorised capital of the company is two billion eighty-three million eight hundred forty-two thousand nine hundred eighty-four euro and sixty eurocent (EUR 2 083 842 984.60).

4.2 The authorised capital of the company is divided into:4.2.1 two billion five hundred seventy-two million six hundred forty-five thousand six hundred fifty-nine

(2 572 645 659) ordinary Shares, with a nominal value of eighty one eurocent (EUR 0.81) and each of which ranks pari passu (as contemplated by any Applicable Listing Authority) in respect of all rights; and

4.2.2 one (1) preference Share, with a nominal value of eighty one eurocent (EUR 0.81).

4.3 All Shares are to be registered. The ordinary Shares are to trade in dematerialised (uncertificated) form. No share certificates (aandeelbewijzen) shall be issued for the Shares.

4.4 The authorised capital of the company, including all preferences, rights, limitations and other terms attaching to Shares, may only be amended by way of an amendment to these Articles of Association, as provided for in Article 41, provided that any such amendment is subject to Applicable Listing Rules and approved by any Applicable Listing Authority to the extent required.

6. ISSUANCE OF SHARES

6.1 Shares may be issued pursuant to a resolution of the General Meeting or of the Board of Directors designated for that purpose by a resolution of the General Meeting or these Articles of Association, which designation shall be valid until the company’s next annual General Meeting or for a period of fifteen (15) months, whichever period is shorter, provided that any such issue of Shares is subject to Applicable Listing Rules and approved by any Applicable Listing Authority to the extent required. On such designation, the number of Shares which may be issued (or a maximum percentage of the Company’s issued share capital at the time of the designation that may be issued pursuant to such authority) must be specified. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn. The General Meeting shall, for as long as any such designation of the Board of Directors for this purpose is in force, remain authorised to resolve upon the issuance of Shares.

6.2 Within eight days after each resolution of the General Meeting to issue Shares or to designate the Board of Directors as the competent body to issue Shares, the full wording of the resolution involved shall be deposited at the office of the Dutch trade register.

6.3 The provisions of Articles 6.1 and 6.2 shall apply by analogy to the granting of rights to subscribe for shares and the issue of securities convertible to Shares, but shall not be applicable to the issue of Shares to persons exercising a right to subscribe for Shares previously granted or pursuant to the conversion of a convertible security to Shares.

6.5 A resolution to issue Shares shall stipulate the issue price and the other conditions of issue. The issue price shall not be less than par, without prejudice to the provisions laid down in Section 2:80 paragraph 2 of the Dutch Civil Code.

7. PRE-EMPTIVE RIGHTS

7.1 Without prejudice to the statutory provisions, each holder of ordinary Shares shall have a pre-emptive right on any issue of ordinary Shares pro rata to the aggregate amount of its ordinary Shares. A holder of a preference Share shall have no pre-emptive right on any issue of Shares, nor shall Shareholders have a pre-emptive right on an issuance

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of preference Shares. No Shareholder shall, however, have a pre-emptive right on Shares issued for a non-cash contribution, including the acquisition of assets. Shareholders shall not have a pre-emptive right on Shares issued to employees of the company or a group company of the company.

7.2 Subject to Applicable Listing Rules, pre-emptive rights in respect of ordinary Shares may be limited or excluded by a resolution of the General Meeting, or the Board of Directors, if by resolution of the General Meeting, the Board of Directors has been designated thereto for a specific period not exceeding five (5) years, provided the Board of Directors has also been authorised to issue Shares in accordance with Article 6. The authorisation may from time to time be extended for a period not exceeding fifteen (15) months. Unless otherwise stipulated at its grant, the authorisation cannot be withdrawn.

7.3 Resolutions put to the General Meeting to limit or exclude pre-emptive rights shall include an explanation in writing of the reasons for the resolution and the choice of the proposed issue price. If less than one half of the issued capital of the company is represented at the General Meeting, a majority of at least two-thirds of the votes cast shall be required for a resolution of the General Meeting to limit or exclude a pre-emptive right or to designate this authority to the Board of Directors.

7.4 When rights are granted to subscribe for ordinary Shares the holders of ordinary Shares shall also have a pre-emptive right with respect to such rights. The provisions of Article 7.1 shall apply by analogy. Shareholders shall not have pre-emptive rights in respect of Shares that are issued to persons exercising a previously granted right to subscribe for Shares.

15. BOARD OF DIRECTORS: APPOINTMENT AND REMUNERATION

15.1 The company shall be managed by the Board of Directors.

15.2 The Board of Directors shall consist of at least one (1) Executive Director and three (3) Non-Executive Directors, provided that the Board of Directors shall be comprised of a maximum of fifteen (15) directors and that the majority of the Board of Directors consists of Non-Executive Directors. With due observance of the foregoing, the General Meeting shall determine the number of Executive Directors and Non-Executive Directors. Only individuals can be Non-Executive Directors.

15.3 The Executive Directors and Non-Executive Directors shall be appointed as such by the General Meeting. If a member of the Board of Directors is to be appointed, the Board of Directors shall make a binding nomination of at least the number of persons prescribed by law. The General Meeting may at all times overrule the binding nomination by a majority of at least two-thirds of the votes cast representing more than half of the issued capital of the company. If the General Meeting overruled the binding nomination, the Board of Directors shall make a new binding nomination. The nomination shall be included in the notice of the General Meeting at which the appointment shall be considered. If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the General Meeting shall be free to appoint a member of the Board of Directors at its discretion. A resolution to appoint a member of the Board of Directors that was not nominated by the Board of Directors, may only be appointed by a simple majority representing more than one third of the issued capital of the company. With regard to subjects referred to in this paragraph, a second General Meeting may not be convened pursuant to Section 2:120 paragraph 3 of the Dutch Civil Code.

15.4 The company must establish a policy in respect of the remuneration of the Board of Directors. The remuneration policy shall at a minimum address the matters referred to in the Sections 2:383c through 2:383e of the Dutch Civil Code, to the extent they relate to the Board of Directors. The policy is adopted by the General Meeting upon the proposal of the Board of Directors.

The remuneration of the Executive Directors shall be determined by the Board of Directors with due observance of the remuneration policy adopted by the General Meeting. The Executive Directors shall not participate in the deliberations and decision-making regarding the determination of the remuneration of the Executive Directors.

The remuneration of the Non-Executive Directors shall be determined by the General Meeting with due observance of the remuneration policy adopted by the General Meeting.

16. BOARD OF DIRECTORS: TERM OF OFFICE, SUSPENSION AND DISMISSAL

16.1 Each member of the Board of Directors shall be appointed for a term to be determined by the General Meeting, provided that no Director shall be appointed for life or for an indefinite period.

16.2 All the Directors shall retire per the end of the first annual General Meeting. At each annual General Meeting thereafter, one third (1/3) of the Directors then in office, or if their number is not three or a multiple of three, the number nearest to one third (1/3), but not less than one third (1/3), shall resign from office, provided that at least

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one third (1/3) of the non-executive Directors then in office, or if their number is not three or a multiple of three, the number nearest to one third (1/3), but not less than one third (1/3), shall resign from office. A retiring Director may be reappointed, provided he is eligible for appointment.

16.3 The General Meeting may at any time dismiss or suspend any member of the Board of Directors, by resolution adopted by a simple majority of the votes cast. An Executive Director may also be suspended by the Board of Directors. An Executive Director shall not participate in the deliberations and decision-making on his suspension. A suspension may be discontinued at any time by the General Meeting.

17. BOARD OF DIRECTORS: CHAIRPERSON AND TITLES

17.1 The Board of Directors shall appoint a Non-Executive Director to be Chairperson of the Board of Directors for such period as the Board of Directors may decide, with due observance of the term referred to in Article 16.1.

17.2 The Board of Directors may grant titles to an Executive Director.

20. BOARD OF DIRECTORS: DECISION-MAKING

20.1 Each member of the Board of Directors shall have one (1) vote in the Board of Directors.

Unless these Articles of Association or the regulations as referred to in Article 19 provide otherwise, resolutions of the Board of Directors shall require a simple majority.

25. FINANCIAL YEAR AND ANNUAL ACCOUNTS

25.1 The company’s financial year shall be the calendar year.

25.2 Annually, within the term set by law, the Board of Directors shall prepare Annual Accounts, and shall deposit the same for inspection at the company’s office.

29. PROFITS AND DISTRIBUTIONS

29.1 Each year the Board of Directors may determine which part of the profits shall be reserved.

29.2 The General Meeting may resolve to distribute any part of the profits remaining after reservation in accordance with Article 29.1. If the General Meeting does not resolve to distribute these profits in whole or in part, such profits (or any profits remaining after distribution) shall also be reserved.

29.3 Distributions may be made only up to an amount which does not exceed the amount of the Distributable Equity.

29.5 The Board of Directors may resolve to distribute interim dividend on the Shares. The holder of the preference Share shall be solely entitled to receive from the Company an interim dividend with priority over any other distributions made by the Company (Preferred Distribution). No other distribution shall be made on the preference Share. The Preferred Distribution shall be payable to holder of the preference Share, if:(a) an occupancy permit (ostateczne pozwolenie na użytkowanie) in relation to a given Extension has been granted

by the relevant authority irrespective of whether such permit contains any conditions or post-issuance obligations; and

(b) at least sixty percent (60%) of the extended space of a given Extension has been leased or pre-leased to third parties on arm’s length terms pursuant to the applicable DA; and

(c) Echo has executed the Master Lease for a period of three (3) years in relation to the space which has not been leased or pre-leased (at a rate per square meter no less than the average rate concluded with third parties in (b) above);

satisfaction of the conditions (a) through (c) of this Article 29.5 is referred to as the Extension Completion.

29.6 The Preferred Distribution shall be paid by the Company to the holder of the preference Share separately in relation to each Extension and regardless of whether the Extension Completion relating to the other Extensions has taken place or not.

29.7 In calculating the amount of any distribution on Shares, Shares held by the company, or Shares for which the company holds the Depositary Receipts shall be disregarded, unless such Shares or Depositary Receipts are encumbered with a right of usufruct or pledge.

29.7 Any and all distributions on the ordinary Shares shall be made in such a way that on each ordinary Share an equal amount or value will be distributed.

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29.11 The General Meeting may resolve that a distribution on Shares shall not be paid in whole or in part in cash but in Shares or in any other form.

31. ANNUAL GENERAL MEETING

31.1 The annual General Meeting shall be held each year, within six (6) months after the end of the financial year.

33. CONVENING AND AGENDA

29.1 General Meetings shall be convened by the Board of Directors.

33.2 The notice of the meeting shall be given no less than (fifteen) business days’ before the date of the meeting by means of an announcement in accordance with the relevant statutory provisions.

38. DECISION-MAKING

38.1 To the extent the law or these Articles of Association or Applicable Listing Rules do not require a qualified majority, all resolutions of the General Meeting shall be adopted by a simple majority of the votes cast.

38.2 Notwithstanding any other provisions of these Articles of Association, resolutions of the General Meeting in relation to the application for bankruptcy, suspension of payments, legal merger or legal demerger, can only be adopted at the proposal of the Board of Directors.

38.3 With respect to resolutions of the General Meeting which can only be adopted if part of the issued capital is represented, a second General Meeting may not be convened pursuant to Section 2:120, paragraph 3 of the Dutch Civil Code.

40. CLASS MEETING PREFERENCE SHARE

40.1 Resolutions of the Class Meeting Preference Share may be adopted in a meeting of the holder of the preference Share, or in manner other than at a meeting, provided that in the latter case the votes shall be cast in writing and such resolutions are adopted unanimously.

40.2 Class Meetings Preference Share are held as often as the Management Board or the holder of the preference Share deems such necessary.

40.3 The members of the Board of Directors shall not have the right to give advice in Class Meetings Preference Share.

40.4 The provisions in these Articles of Association with respect to General Meetings shall apply by analogy to Class Meetings Preference Share, to the extent that the Articles 40.2 and 40.3 do not provide otherwise and provided that the applicable meeting shall appoint its own chairman.

If and as long as no Shares of a specific class have been issued or all issued Shares of a specific class are held by the Company, all powers vested in the Class Meeting Preference Share under these Articles of Association shall be vested in the General Meeting.

41. AMENDMENT OF THE ARTICLES OF ASSOCIATION

41.1 The General Meeting may resolve to amend these Articles of Association with the support of at least seventy-five percent (75%) of the voting rights exercised by Shareholders present or represented in that meeting.

42. DISSOLUTION AND LIQUIDATION

41.1 The General Meeting may resolve to dissolve the company.

42.4 The balance remaining after payment of the debts of the dissolved company shall be transferred to the Shareholders as follows and in the following order:(a) to the holder of the preference Share: an amount of eighty-one eurocent (EUR 0.81); and(b) to the holders of ordinary Shares: the balance remaining after full payment of the amount under Articles (a)

above, such in proportion to the aggregate nominal value of the ordinary Shares held by each.

42.4 The balance remaining after payment of the debts of the dissolved company shall be transferred to the Shareholders in proportion to the aggregate nominal value of the Shares held by each.

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Annexure 7

MATERIAL CONTRACTS

In addition to the service contracts of executive directors detailed in Annexure 5 and the loan agreements detailed in Annexure 22, set out below are the salient terms of all material contracts concluded by the company or its subsidiaries, being:(i) contracts entered into otherwise than in the ordinary course of business, either within the two years prior to the date of

this pre-listing statement or at any other time and containing an obligation or settlement that is or may be material to the company or its subsidiaries at the last practicable date; and

(ii) contracts that are otherwise considered material by the company.

Reference to an “agreement” shall be reference to the specific agreement in respect of which the terms are detailed, as the context may require.

1. FIZ ACQUISITION AGREEMENTS

Set out below are the salient features of the investment certificates transfer agreements entered into between Echo and EPP on 17 February 2016, in terms of which Echo transferred all investment certificates in Forum XXIX and Forum XXXIV closed-end investment funds to EPP.

1.1 Forum XXIX investment certificates transfer agreement

1.1.1 Echo was the sole participant of Forum XXIX closed-end investment fund, holding 1 510 registered investment certificates (collectively, the “Forum XXIX certificates”).

1.1.2 With effect from 17 February 2016, Echo transferred ownership of the Forum XXIX certificates to EPP. In consideration for the transfer of the Forum XXIX certificates, Echo subscribed for 46 458 998 ordinary shares in the share capital of EPP.

1.2 Forum XXXIV investment certificates transfer agreement

1.2.1 Echo was the sole participant of Forum XXXIV closed-end investment fund, holding 7 023 registered investment certificates (collectively, the “Forum XXXIV certificates”).

1.2.2 With effect from 17 February 2016, Echo transferred ownership of the Forum XXXIV certificates to EPP. In consideration for the transfer of the Forum XXXIV certificates, Echo subscribed for 165 511 404 ordinary shares in the share capital of EPP.

2. REDEFINE TRANSACTION AGREEMENT

Set out below are the salient features of the share purchase and subscription agreement concluded between Echo, Redefine and the company on 1 March 2016, and amended in terms of a deed of amendment dated 31 May 2016, relating to, inter alia, the Redefine transaction.

2.1 With effect from 1 June 2016 (the “Completion Date”), Echo sold and transferred such number of EPP ordinary shares to Redefine (the “Transfer Shares”), and Redefine subscribed for such number of EPP ordinary shares (the “New Shares”), as together represented on a fully diluted basis, upon completion, 75% of EPP’s ordinary share capital plus one ordinary share and the same number of votes.

2.2 The total consideration payable by Redefine for the Transfer Shares was equal to:

2.2.1 EUR 1 188 000 000 (one billion, one hundred and eighty-eight million); plus

2.2.2 the amount of working capital held by EPP and each of its subsidiaries (the “Group”) immediately prior to the Completion Date, expressed in EUR; plus

2.2.3 the amount of cash held by the Group immediately prior to the Completion Date, expressed in EUR; minus

2.2.4 the amount of debt held by the Group immediately prior to the Completion Date, expressed in EUR.

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2.3 The total consideration payable by Redefine for the Transfer Shares and the New Shares was composed of, together:

2.3.1 the subscription price for the New Shares, equal to the EUR amount, as notified by Echo to Redefine, required by the Group to repay the portion of the financial debt pursuant to the Group’s existing debt repayment scheme, as a result of which the Group financial debt shall be reduced to EUR 712,000 000 (the “Share Subscription Price”) (for the avoidance of doubt, the Share Subscription Price shall not be subject to any adjustments); and

2.3.2 the initial purchase price for the Transfer Shares, equal to the amount equal to 75% multiplied by (Pre-Money Valuation plus Share Subscription Price) less the Share Subscription Price.

3. STRATEGIC INVESTORS AGREEMENT

Set out below are the salient terms of the agreement entered into between Echo Prime Assets B.V., Echo, Redefine and EPP on 12 August 2016, in terms of which a put option is granted in respect of the Park Rozwoju property and also governing the payment of preferred distributions to Echo, as the sole holder of the preference share.

3.1 Park Rozwoju

3.1.1 Echo Prime Assets B.V., Echo, Redefine and EPP will co-operate to amend the perpetual usufruct in respect of Park Rozwoju (being the property numbered 12 in Annexure 8) such that it is coherent with the key use of the property and to ensure that there is no basis for challenging such perpetual usufruct.

3.1.2 Insofar as the above is not achieved by 31 May 2021, Echo Prime Assets B.V. grants EPP or its affiliate the irrevocable right to sell Park Rozwoju to Echo for EUR 73 080 000.

3.2 Preferred distributions

3.2.1 In relation to each planned extension to the Galaxy Shopping Centre, Outlet Park Phase III and Outlet Park Phase IV, Echo Prime Assets B.V. is entitled to receive a distribution in respect of its preference share (the “Preferred Distribution”).

3.2.2 The Preferred Distribution is payable to Echo Prime Assets B.V. provided that:3.2.2.1 an occupancy permit (ostateczne pozwolenie na uzytkowsnie) in relation to a given extension

has been granted by the relevant authority, irrespective of whether such permit contains any conditions or post-issuance obligations;

3.2.2.2 at least 60% of the extended space of a given extension has been leased or pre-leased to third parties on arm’s length terms as contemplated in the applicable development agreement; and

3.2.2.3 Echo has executed a relevant master lease agreement for a period of three years in relation to the extended space of a given extension that has not been leased or pre-leased,

(together, the “Extension Completion”).

3.2.3 The Preferred Distribution shall be calculated separately for each extension and will be equal to:

(Extension NOI/0.085) – Extension Costs – Extension Rent Discounts

Where:Extension NOI means the total aggregate monthly headline rents attributable to the relevant

extension, including that derived from the relevant master lease agreement (unless otherwise agreed, the master lease agreement rentals to be taken into account will not be higher than the average of the actual leases signed up), calculated as of the Extension Completion and multiplied by 12.

Extension costs means the aggregate (net of VAT) of (a) all costs incurred or still to be incurred post – 1 June 2016 associated with the development of the relevant extension, net of tenant and other reimbursements, and (b) any remuneration and cost, including the development fee, paid or payable under the development services agreement associated with the relevant extension; and

Extension Rent Discounts means the total value of any rent discounts attributable to a relevant extension’s tenants, including rent free periods calculated based on the monthly difference between the headline rent and temporarily reduced rent payable by a tenant multiplied by the number of months such reduction applies.

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3.2.4 The Parties may in writing agree that any Preferred Distribution will be paid at a different time, in a different amount, or not at all.

3.2.5 Insofar as the completion of any of the extensions contemplated in this agreement requires additional funding that EPP is not able to secure from independent third party financing institutions, Echo Prime Assets B.V. will extend such funding to EPP on arm’s length terms. Such funding will be due and payable when the associated Preferred Distribution is paid.

3.2.6 The preference share will be redeemed or cancelled at a price equal to its nominal value, once all Preferred Distributions have been paid.

4. PROPERTY AND FACILITY MANAGEMENT INTERNALISATION AGREEMENTS

Set out below are the salient terms of the agreements on transfer of all General Partner’s rights and obligations entered into between Grupa Echo sp. z o.o. (“Grupa Echo”) and Minster Investments Sp. z o.o. (“Minster Investments LLC”) on 1 July 2016 and the agreements on transfer of all Limited Partner’s rights and obligations entered into between Echo and Camas Investments LLC, in terms of which EPP internalised its property and facility management functions.

4.1 Echo Investment Property Management – “Grupa Echo Spolka z ograniczona odpowiedzialnoscia” spolka komandytowa (subsequently renamed EPP Property Management – Minster Investments Spolka z ograniczona odpoiwiedzial-nocią spolka komandytowa) provides property management services in respect of EPP’s portfolio of properties. The initial general partner of the Limited Partnership was Grupa Echo. The initial limited partner of the Limited Partnership was Echo.

4.2 Echo Investment Facility Management – “Grupa Echo Spolka z ograniczona odpowiedzialnoscia” spolka komandytowa (subsequently renamed EPP Facility Management – Minster Investments Spolka z ograniczona odpoiwiedzialnocią spolka komandytowa) provides facility management services in respect of part of EPP’s portfolio of properties. The initial general partner of the limited partnership was Grupa Echo. The initial limited partner of the limited partnership was Echo.

4.3 With effect from 1 July 2016:

4.3.1 Minster Investments LLC acquired all the rights and obligations of Grupa Echo (as General Partner) in respect of EPP Property Management, for an aggregate consideration of PLN 100.00;

4.3.2 Camas Investments LLC acquired all the rights and obligations of Echo (as Limited Partner) in respect of EPP Property Management, for an aggregate consideration of PLN 9.900.00;

4.3.3 Minster Investments LLC acquired all the rights and obligations of Grupa Echo (as General Partner) in respect of EPP Facility Management, for an aggregate consideration of PLN 300.00; and

4.3.4 Camas Investments LLC acquired all the rights and obligations of Echo (as Limited Partner) in respect of EPP Facility Management for an aggregate consideration of PLN 27.200.00.

4.4 The above transactions effectively resulted in the internalisation of EPP’s property and facility management functions.

5. GRIFFIN ADVISORY AGREEMENT

Set out below are the salient features of the advisory agreement concluded between EPP, Griffin and Camas Investments LLC on 1 June 2016, as amended on 1 August 2016, in terms of which Griffin renders certain advisory services to Camas Investments LLC.

5.1 Appointment

5.1.1 Griffin will render advisory services in relation to the management of Camas Investments LLC and the initial property portfolio, as well as any real estate investments acquired by subsidiaries of EPP, within the scope set out below (the “Services”).

5.1.2 For the avoidance of doubt, Griffin has no power or authority to make any decision on behalf of or bind Camas Investments LLC, and Camas Investments LLC is not bound to act in accordance with any recommendation made by Griffin.

5.1.3 The appointment of Griffin took effect on 1 June 2016 and will continue for a period of five years (whereafter it may be extended by agreement) or until it is terminated or expires as set out below.

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5.2 Services

Griffin shall:

5.2.1 provide Camas Investments LLC with advisory and monitoring services regarding conducting real estate business activity comprising:5.2.1.1 support in developing commercial real estate projects, in particular in relation to the planned

GLA extensions of (i) Galaxy Shopping Centre in Szczecin, (ii) Outlet Park Phase II, (iii) Outlet Park Phase III, and (iv) Outlet Park Phase IV (jointly, the “Extensions”) and other future extensions of office parks or retail centres, as the case may be;

5.2.1.2 support in managing income generating commercial real estate projects;5.2.1.3 support in developing and implementing letting strategies (for new leases to be signed as well

as renewals) of the commercial real estate projects;

5.2.2 provide Camas Investments LLC with strategic advisory services and monitoring the improvement of the overall effectiveness of Camas Investments LLC and its projects comprising:5.2.2.1 support in optimising cost structures; and5.2.2.2 support in negotiating, in particular with suppliers, tenants and local authorities;

5.2.3 provide Camas Investments LLC with strategic advisory services and monitoring the optimisation of the financing and balance sheet structuring comprising:5.2.3.1 financing and refinancing recommendations;5.2.3.2 support in negotiations on potential terms of financing;5.2.3.3 advice on cash and liquidity management; and5.2.3.4 advice on hedging currency and interest rate risk in relation to Camas Investments LLC and

EPP’s portfolio of properties;

5.2.4 provide Camas Investments LLC with advisory services regarding evaluating possible divestments for Camas Investments LLC comprising:5.2.4.1 support in connecting with negotiations regarding the potential terms of any sale; and5.2.4.2 support in connection with the execution of potential transactions;

5.2.5 provide Camas Investments LLC with advisory services regarding evaluating possible investments comprising:5.2.5.1 support in connection with negotiations regarding the potential terms of any acquisition; and5.2.5.2 support in connection with the execution of potential transactions,

(for the avoidance of doubt this point does not refer to the matters related to the agreement in respect of ROFO projects);

5.2.6 support Camas Investments LLC in connection with the execution of potential transactions where it appears to Griffin that it would be desirable for Camas Investments LLC to take, or to refrain from taking, any action in relation to any asset, make recommendations to Camas Investments LLC accordingly;

5.2.7 support Camas Investments LLC in connection with the selection of candidates to serve as members of the board of directors of Camas Investments LLC without any additional compensation to be paid by Camas Investments LLC;

5.2.8 support EPP in connection with the preparation of the annual budgets of EPP and its assets and in presenting such budgets to EPP’s board; and

5.2.9 support EPP in relation to the share capital increase including the share capital increase effected in June 2016 and any further share capital increases made in connection with the private placement, in particular recommending the most appropriate corporate structure, timing and method for the share capital increase, and provide assistance, in conjunction with EPP and its other professional advisers, in connection with the preparation of appropriate presentations, time schedules (including analyst presentations, investor presentations and other materials to be used in the road show etc), negotiations relating to the share capital increase.

For the avoidance of doubt, Griffin has no power or authority to make any decision on behalf of or bind Camas Investments LLC, and Camas Investments LLC is not bound to act in accordance with any recommendation made by Griffin.

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5.3 Fees

In exchange for the Services:

5.3.1 Camas Investments LLC shall pay Griffin the following fees:

5.3.1.1 subject to:5.3.1.1.1 an occupancy permit having been granted by the relevant authority in respect

of the planned GLA extensions of (i) Galaxy Shopping Centre in Szczecin, (ii) Outlet Park Phase III and (iv) Outlet Park Phase IV;

5.3.1.1.2 at least 60% of the extended space of the above Extensions having been leased or pre-leased to third parties on arm’s length terms; and

5.3.1.1.3 Echo having executed master lease agreements for a period of three years in relation to the space which has not been leased or pre-leased,

(together, the “Extension Completions”), a total fee capped at EUR 500 000 for Services provided in connection with the Extensions, payable separately for each Extension as follows:

5.3.1.2 EUR 350 000 for the extension of Galaxy Shopping Centre;

5.3.1.3 EUR 50 000 for the extension of each of the phases of Outlet Park;

5.3.1.4 EUR 500 000, in instalments of EUR 100 000 per annum payable quarterly in arrears from the date of the JSE listing; and

5.3.2 EPP shall pay Griffin EUR 4 147 789, within 14 calendar days of the completion of the JSE listing.

5.4 Termination

The agreement may only be terminated by Camas Investments LLC in the following circumstances:

5.4.1 fraud or wilful misconduct of Griffin;

5.4.2 where:5.4.2.1 at least two key persons (being Przemyslaw Krych, Maciej Dyjas and Nebil Senman) have

given notice that they will no longer be significantly involved in the delivery of the Services by Griffin, and Griffin has not replaced them with persons of materially similar experience with the appropriate level of qualification within six months of receiving notice as such; or

5.4.2.2 none of the above named key persons are significantly involved in the delivery of the Services by Griffin; or

5.4.3 a material breach of a material term of the agreement by Griffin.

5.5 EPP liability

EPP is liable for any of Camas Investments LLC’s obligations as a joint and several debtor, in particular with regard to the obligation to pay the relevant remuneration for rendering the Services.

6. EAST MANAGEMENT ADVISORY AGREEMENT

Set out below are the salient features of the advisory agreement concluded between EPP, East Management and Camas Investments LLC on 1 June 2016, as amended on 1 August 2016, in terms of which East Management renders certain advisory services to Camas Investments LLC.

6.1 Appointment and Services

6.1.1 East Management will act in co-operation and together with Griffin (in accordance with the terms of the Griffin advisory agreement, as set out above) to render the management services to Camas Investments LLC and in respect real estate investment assets as well as any real estate investments acquired by subsidiaries of EPP (the “Services”).

6.1.2 For the avoidance of doubt, East Management has no power or authority to make any decision on behalf of or bind Camas Investments LLC, and Camas Investments LLC is not bound to act in accordance with any recommendation made by East Management.

6.1.3 The appointment of East Management took effect from 1 June 2016 and will continue for a period of five years (whereafter it may be extended by agreement) or until it is terminated in accordance with the provisions below.

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6.2 Services

6.2.1 East Management, acting at all times together and in co-operation with Griffin (i.e. hand in hand), shall:

6.2.1.1 with respect to the planned GLA extensions of (i) Galaxy Shopping Centre in Szczecin, (ii) Outlet Park Phase II, (iii) Outlet Park Phase III, and (iv) Outlet Park Phase IV (jointly, the “Extensions”) and other future extensions of office parks or retail centres, as the case may be:

6.2.1.2 support in developing commercial real estate projects;

6.2.1.3 support in managing income generating commercial real estate projects; and

6.2.1.4 support in developing and implementing letting strategies (for new leases to be signed as well as renewals) of the commercial real estate projects; and

6.2.2 support EPP in relation to the share capital increase including the share capital increase effected in June 2016 and any further share capital increases made in connection with the private placement, in particular recommending the most appropriate corporate structure, timing and method for the share capital increase, and provide assistance, in conjunction with EPP and its other professional advisers, in connection with the preparation of appropriate presentations, time schedules (including analyst presentations, investor presentations and other materials to be used in the road show etc), negotiations relating to the share capital increase.

6.3 Fees

In exchange for the Services:

6.3.1 Camas Investments LLC shall pay East Management the following fees:

6.3.1.1 subject to the Extension Completions (as defined in the Griffin advisory agreement), a total fee capped at EUR 2 500 000 for Services provided in connection with the Extensions (as defined in the Griffin advisory agreement), payable separately for each Extension as follows:

6.3.1.1.1 EUR 1 750 000 for the extension of Galaxy Shopping Centre;

6.3.1.1.2 EUR 250 000 for the extension of each phase of Outlet Park; and

6.3.2 EPP shall pay East Management EUR 4 608 644, within 14 calendar days of the completion of the JSE listing.

The fee contemplated in paragraph 6.3.1.1 above is due to East Management only if the fees set out in the Griffin advisory agreement become due to Griffin and only in such proportion as Griffin is entitled pursuant to the Griffin advisory agreement.

6.4 Termination

6.4.1 The agreement shall automatically expire upon termination or expiry of the Griffin advisory agreement.

6.4.2 The agreement may only be terminated by Camas Investments LLC in the following circumstances:6.4.2.1 fraud or wilful misconduct of East Management; or6.4.2.2 a material breach of a material term of the agreement by East Management.

6.5 EPP liability

EPP is liable for any of Camas Investments LLC’s obligations as a joint and several debtor, in particular with regard to the obligation to pay the relevant remuneration for rendering the Services.

7. DEVELOPMENT SERVICES AGREEMENTS

7.1 Development Services Agreement – Galaxy

Set out below are the salient features of the development services agreement concluded between Echo and Galaxy – Projekt Echo – 106 sp. z o.o. sp.k. (“Galaxy Projekt Echo”) (a wholly-owned subsidiary of EPP) on 1 June 2016, in terms of which Echo renders development and leasing services to Galaxy Projekt Echo in respect of the extension of the Galaxy Shopping Centre.

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7.1.1 Appointment and services

7.1.1.1 Whereas Galaxy Projekt Echo is carrying out the development of an extension of the Galaxy Shopping Centre (the “Galaxy Extension”), Echo will render certain development services to Galaxy Projekt Echo in respect of the Galaxy Extension. In particular, Echo shall provide advisory and management services in connection with the administrative proceedings related to the Galaxy Extension, project and cost management services, supervisory services, review working drawings for construction and overall co-ordination and management of various technical, construction and design matters, including:7.1.1.1.1 pre-construction services, rendered before Galaxy Projekt Echo commences

construction works;7.1.1.1.2 development management services;7.1.1.1.3 final completion services, rendered after Galaxy Projekt Echo finishes

construction works,

(the “Development Management Services”), as well as leasing services, including seeking tenants for the Galaxy Extension and assisting in negotiating lease agreements (the “Leasing Services”).

7.1.1.2 Echo may, with the prior written consent of Galaxy Projekt Echo, employ or subcontract adequately qualified architects, engineers or other specialists in order to facilitate the proper performance of the above services.

7.1.1.3 The agreement commenced on 1 June 2016 and will continue until the Galaxy Extension receives a final occupancy permit, or until it is terminated in accordance with the below provisions.

7.1.2 Fees

7.1.2.1 In consideration for the Development Management Services, Echo will be paid a net fee equal to 6% of the budget of costs related to the development of the Galaxy Extension (“Development Fee”), to be paid in monthly instalments.

7.1.2.2 In consideration for the Leasing Services, Echo shall receive a once-off net fee calculated net of VAT of 12.5% of the contracted average annual rental income under any lease agreements signed in respect of the Galaxy Extension (“Leasing Fee”). The Leasing Fee will become due in respect of any lease agreement that is signed during the term of the agreement (excluding the master lease agreement) and also thereafter in respect of lease agreements signed after the end of such term, until such time as 100% of the Galaxy Extension is leased. No Leasing Fee will be due in respect of lease agreements concluded between owner and tenant, the signing of which was procured by a third party.

7.1.2.3 In the event that the Galaxy Extension:7.1.2.3.1 is leased in relation to 60% or more of the GLA and in relation to 60% or more

of the parking spaces to be leased for the exclusive use of particular tenants;7.1.2.3.2 the Galaxy Extension receives a final occupancy permit; and7.1.2.3.3 the remaining GLA and parking spaces to be leased for the exclusive use of

particular tenants are leased under a master lease,

the entire then outstanding Leasing Fee and the entire Development Fee shall become immediately payable to Echo.

7.1.3 Termination

7.1.3.1 Either party is entitled to terminate the agreement:7.1.3.1.1 if the other party is in material breach of any of its obligations under the

agreement and has failed to rectify such breach within a specified time period;7.1.3.1.2 if Galaxy Projekt Echo stops the development of the Galaxy Extension for more

than 14 consecutive days; or7.1.3.1.3 with 30 days’ written notice.

7.1.3.2 In the event that the agreement is terminated without cause, Galaxy Projekt Echo shall pay Echo for the services completed up to the date of completion plus 7.5% of the remaining remuneration due to Echo for the remainder of the term.

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7.2 Development Services Agreement – Outlet Park Extension Phase III

Set out below are the salient features of the development services agreement concluded between Echo and Outlet Park – Projekt Echo – 126 sp. z o.o. sp.k. (“Outlet Park Projekt Echo”) (a wholly-owned subsidiary of EPP) on 1 June 2016, in terms of which Echo renders development and leasing services to Outlet Park Projekt Echo in respect of the Phase III extension of the Outlet Park Shopping Centre.


7.2.1.1 Whereas Outlet Park Projekt Echo is carrying out the development of an extension of the Outlet Park Szczecin Shopping Centre (the “Outlet Park Extension Phase III”), Echo will render certain development services to Outlet Park Projekt Echo in respect of such Outlet Park Extension Phase III. In particular, Echo shall provide advisory and management services in connection with the administrative proceedings related to the Outlet Park Extension Phase III, project and cost management services, supervisory services, review working drawings for construction and overall co-ordinate and manage various technical, construction and design matters, including:7.2.1.1.1 pre-construction services, rendered before Outlet Park Projekt Echo commences

construction works;7.2.1.1.2 development management services;7.2.1.1.3 final completion services, rendered after Outlet Park Projekt Echo finishes

construction works,

(the “Development Management Services”), as well as leasing services, including seeking tenants for the Outlet Park Extension Phase III and assisting in negotiating lease agreements (the “Leasing Services”).

7.2.1.2 Echo may, with the prior written consent of Outlet Park Projekt Echo, employ or subcontract adequately qualified architects, engineers or other specialists in order to facilitate the proper performance of the above services.

7.2.1.3 The agreement commenced on 1 June 2016 and will continue until the Outlet Park Extension receives a final occupancy permit, or until it is terminated in accordance with the provisions below.

7.2.2 Fees

7.2.2.1 In consideration for the Development Management Services, Echo will be paid a net fee equal to 6% of the budget of costs related to the development of the Outlet Park Extension Phase III (“Development Fee”), to be paid in monthly instalments.

7.2.2.2 In consideration for the Leasing Services, Echo shall receive a once-off net fee calculated net of VAT of 12.5% of the contracted average annual rental income under any lease agreements signed in respect of the Outlet Park Extension Phase III (“Leasing Fee”). The Leasing Fee will become due in respect of any lease agreement that is signed during the term of the agreement (excluding the master lease agreement) and also thereafter in respect of lease agreements signed after the end of such term, until such time as 100% of the Outlet Park Extension Phase III is leased. No Leasing Fee will be due in respect of lease agreements concluded between owner and tenant, the signing of which was procured by a third party.

7.2.2.3 In the event that the Outlet Park Extension Phase III:7.2.2.3.1 is leased in relation to 60% or more of the GLA and in relation to 60% or more

of the parking spaces to be leased for the exclusive use of particular tenants;7.2.2.3.2 the Outlet Park Extension Phase III receives a final occupancy permit; and7.2.2.3.3 the remaining GLA and parking spaces to be leased for the exclusive use of

particular tenants are leased under a master lease,


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7.2.3 Termination


agreement and has failed to rectify such breach within a specified time period;7.2.3.1.2 if Outlet Park Projekt Echo stops the development of the Outlet Park Extension

Phase III for more than 14 consecutive days; or7.2.3.1.3 with 30 days’ written notice.

7.2.3.2 In the event that the agreement is terminated without cause, Outlet Park Projekt Echo shall pay Echo for the services completed up to the date of completion plus 7.5% of the remaining remuneration due to Echo for the remainder of the term.

7.3 Development Services Agreement – Outlet Park Extension Phase IV

Set out below are the salient features of the development services agreement concluded between Echo and Outlet Park – Projekt Echo – 126 sp. z o.o. sp.k. (“Outlet Park Projekt Echo”) (a wholly-owned subsidiary of EPP) on 1 June 2016, in terms of which Echo renders development and leasing services to Outlet Park Projekt Echo in respect of the Phase IV extension of the Outlet Park Shopping Centre.


7.3.1.1 Whereas Outlet Park Projekt is carrying out the development of an extension of the Outlet Park Szczecin Shopping Centre (the “Outlet Park Extension Phase IV”), Echo will render certain development services to Outlet Park Projekt Echo in respect of such Outlet Park Extension Phase IV. In particular, Echo shall provide advisory and management services in connection with the administrative proceedings related to the Outlet Park Extension Phase IV, project and cost management services, supervisory services, review working drawings for construction and overall co-ordinate and manage various technical, construction and design matters, including:7.3.1.1.1 pre-construction services, rendered before Outlet Park Projekt Echo commences

construction works;7.3.1.1.2 development management services;7.3.1.1.3 final completion services, rendered after Outlet Park Projekt Echo finishes

construction works,

(the “Development Management Services”), as well as leasing services, including seeking tenants for the Outlet Park Extension Phase IV and assisting in negotiating lease agreements (the “Leasing Services”).

7.3.1.2 Echo may, with the prior written consent of Outlet Park Projekt Echo, employ or subcontract adequately qualified architects, engineers or other specialists in order to facilitate the proper performance of the above services.

7.3.1.3 The agreement commenced on 1 June 2016 and will continue until the Outlet Park Extension receives a final occupancy permit, or until it is terminated in accordance with the provisions below.

7.3.2 Fees

7.3.2.1 In consideration for the Development Management Services, Echo will be paid a net fee equal to 6% of the budget of costs related to the development of the Outlet Park Extension Phase IV (“Development Fee”), to be paid in monthly instalments.

7.3.2.2 In consideration for the Leasing Services, Echo shall receive a once-off net fee calculated net of VAT of 12.5% of the contracted average annual rental income under any lease agreements signed in respect of the Outlet Park Extension Phase IV (“Leasing Fee”). The Leasing Fee will become due in respect of any lease agreement that is signed during the term of the agreement (excluding any master lease agreement) and also thereafter in respect of lease agreements signed after the end of such term. No Leasing Fee will be due in respect of lease agreements concluded between owner and tenant, the signing of which was procured by a third party.

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7.3.2.3 In the event that the Outlet Park Extension Phase IV:7.3.2.3.1 is leased in relation to 60% or more of the GLA and in relation to 60% or more

of the parking spaces to be leased for the exclusive use of particular tenants;7.3.2.3.2 the Outlet Park Extension Phase IV receives a final occupancy permit; and7.3.2.3.3 the remaining GLA and parking spaces to be leased for the exclusive use of

particular tenants are leased under any master lease (or if the development is already leased in relation to 100% of the GLA and in relation to 100% of the parking spaces, for the exclusive use of particular tenants),


7.3.3 Termination


agreement and has failed to rectify such breach within a specified time period;7.3.3.1.2 if Outlet Park Projekt Echo stops the development of the Outlet Park Extension

Phase IV for more than 14 consecutive days; or7.3.3.1.3 with 30 days’ written notice.

7.3.3.2 In the event that the agreement is terminated without cause, Outlet Park Projekt Echo shall pay Echo for the services completed up to the date of completion plus 7.5% of the remaining remuneration due to Echo for the remainder of the term.

8. MASTER LEASE AGREEMENTS

As the development of Outlet Park Extension Phase IV is fully leased, no master least agreement will be concluded.

8.1 Master Lease Agreement – Galaxy

Set out below are the salient features of the master lease agreement entered into between Galaxy – Projekt Echo – 106 sp. z o.o. sp.k. (a wholly-owned subsidiary of EPP) (as Landlord) and Echo, on 1 June 2016, relating to the lease of that part of the Galaxy Shopping Centre that will not be leased to tenants on the date on which such shopping centre is opened to clients.

Any reference to a “Shopping Centre” or “Building” below shall refer to the Galaxy Shopping Centre.

8.1.1 Leased premises and lease term

8.1.1.1 The Landlord leases that premises that will exist in the Shopping Centre and that will not be leased to tenants on the date on which such Shopping Centre is opened to clients (the “Opening Day”) (the “Leased Premises”) to Echo.

8.1.1.2 The agreement will commence on the Opening Day and shall remain in force for a period of three years, unless terminated as set out below.

8.1.2 Re-let covenants

8.1.2.1 Echo is authorised to re-let the Leased Premises to new tenants that meet specified criteria (each a “New Tenant”), provided that any New Tenant may only use the Leased Premises for its intended purpose.

8.1.2.2 Echo may seek New Tenants at its discretion. Any lease agreement entered into with a New Tenant is required to comply with a specified template and must be consistent with the market standard, subject to deviations expected from major or anchor tenants or deviations agreed with the Landlord in advance.

8.1.2.3 Once a new lease has been signed in respect of the Leased Premises or any part thereof, such part shall no longer form a part of the Leased Premise as of the date on which the area covered by such new lease has been handed over to the New Tenant and the agreement shall expire in the part pertaining to such area.

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8.1.2.4 The Landlord may object to any potential New Tenant proposed by Echo if:8.1.2.4.1 such potential New Tenant does not meet the specified criteria;8.1.2.4.2 such potential New Tenant is known to have not been able to timely pay its

debts as they fall due and such inability is likely to apply where a new lease is signed, provided however that the Landlord provides Echo with reasonable evidence thereof;

8.1.2.4.3 the Landlord has justified and reasonable objections to such potential New Tenant’s market reputation.

8.1.2.5 The Landlord is entitled to lease a part or all of the Leased Premises to third parties without the involvement of Echo. The agreement shall expire as of the signing of any such third party lease agreement in respect of the area of the Leased Premises covered thereunder.

8.1.3 Rent and Service Charges

8.1.3.1 Echo undertakes to pay rent to the Landlord in monthly amounts arising from a specified rent roll, in respect of the relevant premises constituting the Leased Premises (the “Rent”).

8.1.3.2 In addition to the Rent, Echo undertakes to pay the service charges to the Landlord in the amount and according to the terms and conditions specified below (“Service Charges”).

8.1.3.3 The Service Charges consist of the following three elements:8.1.3.3.1 an individual fee including any charges related to the delivery to the Leased

Premises of energy, water and sewage disposal, heating, telephone and other charges paid for the purposes of the use of the Leased Premises;

8.1.3.3.2 a common fee covering any common costs associated with the operation of the Building (in the part regarding the Leased Premises), in particular, the cleaning and maintaining of the common area, the cost of electricity, water, heat, and gas for the common area, the cost of administration and management of the Building, insurance of the Building, the cost of security, the cost of taxes, and other public charges regarding the Building and the real property on which the Building is located (the “Common Fee”); and

8.1.3.3.3 a marketing fee including charges related to the activities aimed at promoting the Building.

8.1.3.4 The Common Fee shall be borne by Echo on the basis of part of the costs incurred in the aggregate by the Landlord in respect of the whole Building in the proportion of the Leased Premises Calculation Area (as defined) to the Building Calculation Area (as defined).

8.1.3.5 The Leased Premises Calculation Area shall be calculated by multiplying the Leased Premises area by the calculation coefficient resulting from the table below. The Building Calculation Area shall be the sum of the Calculation Areas of all of the tenants, with the exception of Excluded Tenants (being the tenants who shall incur the Common Fee in an amount other than the one resulting from the calculation of the common costs paid in respect of the whole Building in proportion to the Leased Premises), unless Echo decides to make the calculation in respect thereof:

Area of the Subject of Lease [ m2 ] Clearing Account Indicator

(0; 20> 1.50(20; 40> 1.40(40; 60> 1.30(60; 150> 1.20(150; 200> 1.10 (200; 400> 1.00(400; 700> 0.85

(700; 1 000> 0.80(1 000; 1 200> 0.75(1 200; 1 500> 0.70Above 1 500 0

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8.1.3.6 The Common Fee shall be calculated in accordance with the following formula:

(KW – KR) x PRPNOW = PRC

Where:OW means the period of the Common Fee due and payable to the Landlord for the entire

settlement periodKW means the aggregate common costs of the Building during the settlement period

incurred by the Landlord on account of the items specified in clause 8.1.3.3.2 aboveKR means the aggregate common costs covered by the Excluded TenantsPRPR means the Leased Premises Calculation AreaPRC means the Building Calculation Area

8.1.3.7 The Service Charges shall be payable together with the Rent.

8.1.3.8 The settlement period for the purpose of the Service Charges shall be equal to 12 months, provided that the first settlement period shall be the period from the Opening Day until the end of the first calendar year of the agreement.

8.1.3.9 In the first settlement period, the Service Charge shall be paid in the following net amounts:8.1.3.9.1 an individual fee of PLN 13.85 per m2 of the Leased Premises;8.1.3.9.2 the Common Fee of PLN 33.30 per m2 of the Leased Premises;8.1.3.9.3 a marketing fee of PLN 4.20 per m2 of the Leased Premises,

increased by applicable VAT.

8.1.3.10 In the subsequent settlement periods, the Service Charges will be determined upon the settlement of the previous period based on the periodic common charge with due regard for the planned Building maintenance expenses stated in the budget prepared by the Landlord for the subsequent settlement period.

8.1.4 Termination

8.1.4.1 The Landlord may terminate the agreement with immediate effect if Echo:

8.1.4.1.1 is in default in the payment of the Rent for a total of two payment periods and despite the Landlord giving written advance notice of its intention to terminate the agreement and setting an additional period of one month for payment of the due rent, Echo still remains in default; or

8.1.4.1.2 is in default in the payment of the Service Charges for a total of two months and despite the Landlord giving written advance notice of its intention to terminate the agreement and setting an additional seven-day period for payment of the outstanding Service Charges, Echo still remains in default.

8.1.4.2 Echo may terminate the agreement with immediate effect if:

8.1.4.2.1 the Leased Premises have a defect that make it impossible or materially hinder use of the Leased Premises by Echo or in material way affect the re-letting of the Leased Premises to the New Tenant and the Landlord did not repair such defect within one month from the date of delivery of a written notice from Echo to the Landlord in this regard, provided that such repair is technically possible in the term of one month (otherwise the Landlord shall endeavour that such repair will be performed without undue delay in the term technically possible); or

8.1.4.2.2 the Landlord breaches materially its obligations in terms of the agreement, other than indicated in clause 8.1.4.2.1 above, and does not repair such breach within two weeks from the date of delivery of a relevant written notice from Echo to the Landlord or such other term as is necessary from technical point of view to repair such breach, however, in no case longer than one month. In case of material breach by the Landlord of any of the provisions of clause 8.1.2 (Re-let covenants) above, the only applicable period to repair the breach by Echo shall

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be one week from the date of delivery of a relevant written notice from Echo to the Landlord (such notice to refer to the specific material breach on the basis of which the termination occurs).

8.1.4.3 If the Landlord terminates the agreement as provided for above then Echo shall pay the Landlord a contractual penalty in the amount of (i) the aggregate amount of the Rent which would be due from Echo from the date on which the agreement is terminated until the end of the lease term had no such termination have occurred, or (ii) six months’ Rent, which is the higher. Such contractual penalty is repayable in the amount of any rent obtained from a new tenant in respect of re-let Leased Premises during the remaining part of the term of the agreement.

8.2 Master lease agreement – Outlet Park Phase III

Set out below are the salient features of the master lease agreement entered into between Outlet Park – Projekt Echo – 126 sp. z o.o. sp.k. (a wholly-owned subsidiary of EPP) (as Landlord) and Echo (as tenant), on 1 June 2016, relating to the lease of that part of the Outlet Park Phase III Shopping Centre that will not be leased to tenants on the date on which such shopping centre is opened to clients.

Any reference to a “Shopping Centre” or “Building” below shall refer to the Outlet Park Phase III Shopping Centre.

8.2.1 Leased premises and lease term

8.2.1.1 The Landlord leases that premises that will exist in the Shopping Centre and that will not be leased to tenants on the date on which such Shopping Centre is opened to clients (the “Opening Day”) (the “Leased Premises”) to Echo.

8.2.1.2 The agreement will commence on the Opening Day and shall remain in force for a period of three years, unless terminated as set out below.

8.2.2 Re-let covenants

8.2.2.1 Echo is authorised to re-let the Leased Premises to new tenants that meet specified criteria (each a “New Tenant”), provided that any New Tenant may only use the Leased Premises for its intended purpose.

8.2.2.2 Echo may seek New Tenants at its discretion. Any lease agreement entered into with a New Tenant is required to comply with a specified template and must be consistent with the market standard, subject to deviations expected from major or anchor tenants or deviations agreed with the Landlord in advance.

8.2.2.3 Once a new lease has been signed in respect of the Leased Premises or any part thereof, such part shall no longer form a part of the Leased Premise as of the date on which the area covered by such new lease has been handed over to the New Tenant and the agreement shall expire in the part pertaining to such area.

8.2.2.4 The Landlord may object to any potential New Tenant proposed by Echo if:8.2.2.4.1 such potential New Tenant does not meet the specified criteria;8.2.2.4.2 such potential New Tenant is known to have not been able to timely pay its

debts as they fall due and such inability is likely to apply where a new lease is signed, provided however that the Landlord provides Echo with reasonable evidence thereof; and

8.2.2.4.3 the Landlord has justified and reasonable objections to such potential New Tenant’s market reputation.

8.2.2.5 The Landlord is entitled to lease a part or all of the Leased Premises to third parties without the involvement of Echo. The agreement shall expire as of the signing of any such third party lease agreement in respect of the area of the Leased Premises covered thereunder.

8.2.3 Rent and Service Charges

8.2.3.1 Echo undertakes to pay rent to the Landlord in monthly amounts arising from a specified rent roll, in respect of the relevant premises constituting the Leased Premises (the “Rent”).

8.2.3.2 In addition to the Rent, Echo undertakes to pay the service charges to the Landlord in the amount and according to the terms and conditions specified below (“Service Charges”).

8.2.3.3 The Service Charges consist of the following three elements:

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8.2.3.3.1 an individual fee including any charges related to the delivery to the Leased Premises of energy, water and sewage disposal, heating, telephone and other charges paid for the purposes of the use of the Leased Premises;

8.2.3.3.2 a common fee covering any common costs associated with the operation of the Building (in the part regarding the Leased Premises), in particular, the cleaning and maintaining of the common area, the cost of electricity, water, heat, and gas for the common area, the cost of administration and management of the Building, insurance of the Building, the cost of security, the cost of taxes, and other public charges regarding the Building and the real property on which the Building is located; and

8.2.3.3.3 a marketing fee including charges related to the activities aimed at promoting the Building.

8.2.3.4 The Service Charges shall be payable together with the Rent.

8.2.3.5 The settlement period for the purpose of the Service Charges shall be equal to 12 months, provided that the first settlement period shall be the period from the Opening Day until the end of the first calendar year of the agreement.

8.2.3.6 In the first settlement period, the Service Charge shall be paid in the following net amounts:8.2.3.6.1 an individual fee of PLN 12.37 per m2 of the Leased Premises;8.2.3.6.2 a common fee of PLN 26.78 per m2 of the Leased Premises;8.2.3.6.3 a marketing fee of PLN 8.37 per m2 of the Leased Premises;

increased by applicable VAT.

8.2.3.7 In the subsequent settlement periods, the Service Charges will be determined upon the settlement of the previous period based on the periodic common charge with due regard for the planned Building maintenance expenses stated in the budget prepared by the Landlord for the subsequent settlement period.

8.2.4 Termination

8.2.4.1 The Landlord may terminate the agreement with immediate effect if Echo:8.2.4.1.1 is in default in the payment of the Rent for a total of two payment periods and

despite the Landlord giving written advance notice of its intention to terminate the agreement and setting an additional period of one month for payment of the due rent, Echo still remains in default; or

8.2.4.1.2 is in default in the payment of the Service Charges for a total of two months and despite the Landlord giving written advance notice of its intention to terminate the agreement and setting an additional seven-day period for payment of the outstanding Service Charges, Echo still remains in default.

8.2.4.2 Echo may terminate the agreement with immediate effect if:8.2.4.2.1 the Leased Premises have a defect that make it impossible or materially hinder

use of the Leased Premises by Echo or in material way affect the re-letting of the Leased Premises to the New Tenant and the Landlord did not repair such defect within one month from the date of delivery of a written notice from Echo to the Landlord in this regard, provided that such repair is technically possible in the term of one month (otherwise the Landlord shall endeavour that such repair will be performed without undue delay in the term technically possible); or

8.2.4.2.2 the Landlord breaches materially its obligations in terms of the agreement, other than indicated in clause 8.2.4.2.1 above, and does not repair such breach within two weeks from the date of delivery of a relevant written notice from Echo to the Landlord or such other term as is necessary from technical point of view to repair such breach, however, in no case longer than one month. In case of material breach by the Landlord of any of the provisions of clause 8.2.2 (Re-let covenants) above, the only applicable period to repair the breach by Echo shall be one week from the date of delivery of a relevant written notice from Echo to the Landlord (such notice to refer to the specific material breach on the basis of which the termination occurs).

8.2.4.3 If the Landlord terminates the agreement as provided for above then Echo shall pay the Landlord a contractual penalty in the amount of (i) the aggregate amount of the Rent which

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would be due from Echo from the date on which the agreement is terminated until the end of the lease term had no such termination have occurred, or (ii) six months’ Rent, which is the higher. Such contractual penalty is repayable in the amount of any rent obtained from a new tenant in respect of re-let Leased Premises during the remaining part of the term of the agreement.

9. ROFO AGREEMENTS

9.1 Retail ROFO agreement

Set out below are the salient terms of the ROFO retail agreement concluded between Echo, EPP and Camas Investments LP on 1 June 2016, in terms of which Echo grants EPP a right of first offer to acquire the retail ROFO project.

Whereas(A) Echo indirectly holds 100% of the shares in the ROFO SPV that is the direct holder of the real property on

which the ROFO retail project is being developed (the “ROFO retail SPV”).(B) EPP indirectly invested, through Camas Investments LP, an amount of 25% of the equity required by the

ROFO retail SPV to complete the development of the ROFO retail project.(C) Echo agreed to grant EPP a right of first offer in respect of the ROFO retail project.

9.1.1 Loan facilities

9.1.1.1 After 1 June 2016, Camas Investments LP transferred the following cash contribution (being 25% of the aggregate amount of the equity so far invested in the ROFO retail project) to the ROFO retail SPV in connection with the ROFO retail project, on the basis of the loan facility agreement entered into between EPP, Camas Investments LP and the ROFO retail SPV acting as borrower (the “loan facility agreement”):

ROFO retail project Contribution (EUR)

Katowice Kosciuszki 1 608 299.13

9.1.1.2 The general terms and conditions of the loan facility granted by Camas Investments LP in relation to the ROFO retail project are set out below and are more specifically set out in the relevant loan facility agreement.

9.1.1.3 Should Echo directly or indirectly dispose of the shares in the ROFO retail SPV, Camas Investments LP and/or EPP will be paid the relevant proceeds of such disposal and all of Camas Investments’ LP rights under the ROFO retail agreement will be assigned to the new direct or indirect owner of the ROFO retail SPV.

9.1.1.4 Each time that ROFO retail SPV makes a distribution, Camas Investments LP will receive 25%, with 75% payable to Echo or the relevant Echo group entity.

9.1.1.5 If Camas Investments LP does not provide an ROFO retail SPV with the Additional Funding (as defined in the loan facility agreement) in the amount required, Echo shall have the right to cause that Echo or Echo’s group entity provides such missing amount of Additional Funding by extending a loan to the ROFO retail SPV with interest rate of 10% p.a.

9.1.1.6 EPP will be jointly and severally liable with Camas Investments LP for its obligations under ROFO retail agreement.

9.1.1.7 In the event that the Borrower (as defined in the loan facility agreement) sells the real property on which the ROFO retail project will be realised on the market to a third party purchaser or to EPP and/or EPP’s designee and such transaction is closed, Echo shall procure that the Borrower pays Camas Investments LP the relevant proceeds of such sale.

9.1.2 Right of first offer

9.1.2.1 EPP shall have a right of the first offer to purchase the ROFO retail project.

9.1.2.2 Such offer and any of its terms shall be irrevocable and may not be conditional.

9.1.2.3 In the event that both of the following conditions are met:

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9.1.2.3.1 a final occupancy permit (ostateczne pozwolenie na użytkowanie) in relation to a given ROFO project has been granted by the relevant authority irrespective of whether such permit contains any conditions or post-issuance obligations; and

9.1.2.3.2 95% of GLA in respect of such ROFO project has been leased or pre-leased to third parties,

Echo shall procure that the ROFO retail SPV provides EPP with notice that Echo intends to sell the ROFO retail project.

9.2 Office ROFO agreement

Set out below are the salient terms of the ROFO office agreement concluded between Echo, EPP and Minster Investments on 1 June 2016, in terms of which Echo grants EPP a right of first offer to acquire the office ROFO projects.

Whereas(A) Echo indirectly holds 100% of the shares in the ROFO SPV that is the direct holder of the real property on

which the ROFO office projects are being developed (the “ROFO office SPV”).(B) EPP indirectly invested, through Minster Investments, an amount of 25% of the equity required by the

ROFO office SPVs to complete the development of the ROFO office projects.(C) Echo agreed to grant EPP a right of first offer in respect of the ROFO office projects.

9.2.1 Loan facilities

9.2.1.1 After 1 June 2016, Minster Investments transferred the aggregate of the following cash contributions (being 25% of the aggregate amount of the equity so far invested in the ROFO office projects) to the relevant ROFO office SPVs in connection with the ROFO office projects, on the basis of the loan facility agreement entered into between EPP, Minster Investments and the ROFO office SPV acting as borrower (the “loan facility agreement”):

ROFO office projectContribution

(EUR)

Tryton Business House 3 888 296.47A4 Business Park Phase III 2 287 360.87O3 Business Campus Phase I 3 486 984.83O3 Business Campus Phase II 1 361 163.22O3 Business Campus Phase III 1 055 715.01Symetris Phase I 3 001 508.31Symetris Phase II 1 375 840.86Wroclaw Nobilis 3 946 988.42Wroclaw Sagittarius 1 400 245.64

9.2.1.2 The general terms and conditions of the loan facility granted by Minster Investments in relation to the ROFO office projects are set out below and are more specifically set out in the relevant loan facility agreement.

9.2.1.3 Should Echo directly or indirectly dispose of the shares in the ROFO office SPVs, Minster Investments and/or EPP will be paid the relevant proceeds of such disposal and all of Minster Investments’ rights under the ROFO office agreement will be assigned to the new direct or indirect owner of the ROFO office SPVs.

9.2.1.4 Each time that a ROFO office SPV makes a distribution, Minster Investments will receive 25%), with 75% payable to Echo or Echo’s group entity.

9.2.1.5 If Minster Investments does not provide an ROFO office SPVs with the Additional Funding (as defined in the loan facility agreement) in the amount required, Echo shall have the right to cause that Echo or its group entity provides such missing amount of Additional Funding by extending a loan to the ROFO office SPVs with interest rate of 10% p.a.

9.2.1.6 EPP will be jointly and severally liable with Minster Investments for its obligations under ROFO office agreement.

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9.2.1.7 In the event that the Borrower (as defined in the loan facility agreement) sells the real property on which a ROFO office projects will be realised on the market to a third party purchaser or to EPP and/or its designee and such transaction is closed, Echo shall procure that the Borrower pays Minster Investments the relevant proceeds of such sale.

9.2.2 Right of first offer

9.2.2.1 EPP shall have a right of the first offer to purchase any ROFO office project.

9.2.2.2 Such offer and any of its terms shall be irrevocable and may not be conditional.

9.2.2.3 In the event that both of the following conditions are met:

9.2.2.3.1 a final occupancy permit (ostateczne pozwolenie na użytkowanie) in relation to a given ROFO office project has been granted by the relevant authority irrespective of whether such permit contains any conditions or post-issuance obligations; and

9.2.2.3.2 95% of GLA in respect of such ROFO office project has been leased or pre-leased to third parties,

Echo shall procure that the relevant ROFO office SPV provides EPP with notice that Echo intends to sell the ROFO office project.

10. LOAN FACILITY AGREEMENTS

Set out below are the salient features of the following loan facility agreements entered into on 1 June 2016:

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Projekt Echo – O3 Business Park sp. z o.o. SKA. (as Borrower) relating to the ROFO project identified as number 1a in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Projekt Echo – O3 Business Park sp. z o.o. SKA. (as Borrower) relating to the ROFO project identified as number 1b in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Projekt Echo – O3 Business Park sp. z o.o. SKA. (as Borrower) relating to the ROFO project identified as number 1c in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Sagittarius – Projekt Echo – 113 sp. z o.o. sp.k. (as Borrower) relating to the ROFO project identified as number 2 in Annexure 12.

• The loan facility agreement entered into between EPP, Camas Investments LP (as Lender) and Galeria Katowice – Projekt Echo 120 sp. z o.o. sp.k. (as Borrower) relating to the ROFO project identified as number 3 in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Symetris – Projekt Echo – 131 sp. z o.o. sp.k. (as Borrower) relating to the ROFO project identified as number 4a in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Symetris – Projekt Echo – 131 sp. z o.o. sp.k. (as Borrower) relating to the ROFO project identified as number 4b in Annexure 12..

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Projekt Echo – 135 sp. z o.o. sp.k. (as Borrower) relating to the ROFO project identified as number 5 in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Nobilis – Projekt Echo – 117 sp. z o.o. sp. k. (as Borrower) relating to the ROFO project identified as number 6 in Annexure 12.

• The loan facility agreement entered into between EPP, Minster Investments (as Lender) and Projekt Echo – 102 sp. z o.o. (as Borrower) relating to the ROFO project identified as number 7 in Annexure 12.

• The salient terms of each of the above loan facility agreements are the same, mutatis mutandis. Any reference to the “ROFO Project” below shall, in respect of each respective loan facility agreement, refer to the corresponding ROFO project identified above.

Whereas

(A) The Borrower holds the title to the real property that is the subject of the ROFO Project (the “Real Property”). Such Real Property may be sold upon the completion of the ROFO Project, whereupon the Lender shall be authorised to receive a proportion of the profit generated by such sale as provided for below.

(B) The Lender invested in the ROFO Project an amount equivalent to 25% of the monetary equity required by the Borrower to develop the ROFO Project (the “Initial Funding”).

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10.1 Initial funding

10.1.1 The Lender agrees to lend to the Borrower, and the Borrower accepts, the following amounts:

10.1.1.1 in respect of the loan facility agreement relating to the ROFO project identified as number 1a in Annexure 12, an amount of EUR 3 486 984.83;

10.1.1.2 in respect of the loan facility agreement relating to the ROFO project identified as number 1b in Annexure 12, an amount of EUR 1 361 163.22;

10.1.1.3 in respect of the loan facility agreement relating to the ROFO project identified as number 1c in Annexure 12, an amount of EUR 1 055 715.01;

10.1.1.4 in respect of the loan facility agreement relating to the ROFO project identified as number 2 in Annexure 12, an amount of EUR 1 400 245.64;


10.1.1.6 in respect of the loan facility agreement relating to the ROFO project identified as number 4a in Annexure 12, an amount of EUR 3 001 508.31;

10.1.1.7 in respect of the loan facility agreement relating to the ROFO project identified as number 4b in Annexure 12, an amount of EUR 1 375 840.86;


10.1.1.9 in respect of the loan facility agreement relating to the ROFO project identified as number 6 in Annexure 12, an amount of EUR 3 946 988.42; and

10.1.1.10 in respect of the loan facility agreement relating to the ROFO project identified as number 7 in Annexure 12, an amount of EUR 3 888 296.47,

(the “Loan Facility”), which amount will represent the amount by which the Lender shall indirectly participate in the Borrower’s investment into the ROFO Project.

10.1.2 The Loan Facility was paid to the Borrower on or around 1 June 2016.

10.1.3 The Loan Facility may increase as set out below.

10.2 Term, repayment

10.2.1 The Loan Facility is granted for 10 years. If the sale by the Borrower of the Real Property to a third party purchaser or to EPP and/or EPP’s designee (the “Sale”) does not close within 10 years, the final repayment date of the Loan Facility will be extended by an additional 10 years.

10.2.2 Unless a default (as set out below) has occurred, the only source of funds for the repayment of the Loan Facility shall be the proceeds from the Sale (the “Proceeds”). The Proceeds shall be calculated based on the following formula:Proceeds = (TP – D – TC)/4Where:Proceeds means proceeds payable to the Lender;TP means the purchase price of the Real Property, net of VAT and any other transaction tax, paid

to the Borrower pursuant to the Sale, reduced by post closing liabilities;D means the aggregate of: (i) the total amount of any external debt (excluding any obligations

arising from the agreement) raised by the Borrower to finance the ROFO Project and repaid at the closing of the Sale, including interest and any other fees payable to the providers of such debt and (ii) the total amount of the equity loans (advanced as contemplated in 10.3 below) including accrued and capitalised interest; and

TC means the aggregate amount of the Sale costs (including, but not limited to, the costs of advisers, notarial fees and court fees, the Borrower’s income tax (if applicable) and other taxes if payable in connection with or as a result of the Sale, but excluding recoverable VAT).

10.2.3 Each such payment to be applied by the Lender as follows:

10.2.3.1 as first priority, against the principal amount of the Loan Facility until the advances under the Loan Facility are fully reimbursed to the Lender;

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10.2.3.2 as second priority, against the Interest accruing as set out below; and

10.2.3.3 lastly, against the Additional Interest accruing as set out below.

10.2.4 Each time that the Borrower receives an amount in exchange of the settlement or satisfaction of any of post closing liabilities or the Borrower is released from a post closing liability which actually reduced the TP, it shall pay to the Lender 25% of such received amount or value of the released post closing liability. Post closing liabilities are the aggregate amount of the specific Borrower’s liabilities (or obligations) which remain unsettled or unpaid or are to be performed after or in spite of the execution of means a sale and purchase agreement between the Borrower and EPP and/or EPP’s designee or a third party on the basis of which the real property is sold to such entity, reasonably estimated by the Borrower, including, but not limited to, the total net value of the master lease, any price reductions or adjustments or price retentions, capex liabilities and other post closing obligations (if not included in the Real Property purchase price).

10.2.5 Within 90 days of the Borrower no longer having any interest in the ROFO Project (the “Repayment Date”), the parties shall calculate any and all amounts still outstanding under the agreement (the “Outstanding Amount”). If on the Repayment Date there is no uncured default and (a) no amount is due to the Borrower, whether directly or not from its investment into the ROFO Project, and (b) no amount due to the Lender under this clause 10.2 remains unpaid, then parties shall procure that the Outstanding Amount shall be acquired by/transferred to Echo on the arm’s length basis and for the market price.

10.2.6 Each time that the Borrower makes a distribution, Echo or an Echo group entity shall be entitled to receive 75% of the amount which is to be distributed and the Lender shall be entitled to receive the remaining 25% (each a “Profit Share”).

10.2.7 The Lender’s receivables of the Profit Share shall be subordinated towards any Borrower’s senior debt as well as towards any debt under the equity loan (advanced as contemplated in 10.3 below).

10.2.8 Yearly interest shall accrue on the advances under the Loan Facility at 2% p.a., non-compounded and calculated on the basis of a 360-day year and the actual number of days elapsed from the dates such advances are made, if any, until the Repayment Date (the “Interest”).

10.2.9 In addition, the Borrower shall pay to the Lender a percentage equal to the relevant proportion of any Proceeds received by the Borrower or any of its affiliates less the amounts paid to the Lender pursuant to the clauses above (the “Additional Interest”).

10.3 Additional funding

If the Borrower informs the Lender that it expects its cash flows to be negative (<0) in a given calendar month, the Lender shall be obliged to provide an equity loan to the Borrower, on the same terms as the Loan Facility, in the amount equal to 1/3 of the amount which Echo or an Echo group entity, as applicable, declares to contribute to the Borrower as evidenced in such written request (the “Additional Funding”). Additional Funding will be regarded as an additional tranche of the financing provided in terms of the agreement.

10.4 Default

If:

10.4.1 the Borrower defaults on the payment of any sum due and payable in terms of the agreement, in particular breach of any of its obligations under clause 10.2 above; or

10.4.2 the Borrower is in breach of its obligations to provide the Lender with reasonable access to any documentation and information regarding the ROFO Project and the Borrower, subject to a 21-day cure period as of the receipt of a written notice from the Lender; or

10.4.3 the Borrower or Echo is in breach of any of its obligations under clause 3 or clause 4 of the ROFO office agreement, subject to a 21-day cure period as of the receipt of a written notice from EPP,

each such event shall be treated as a serious violation and in each such case the Lender shall be entitled to request the immediate repayment of the advances made and the interest accrued.

93

11. ACQUISITION AGREEMENTS

11.1 Warsaw retail development acquisition agreement

Set out below are the salient terms of the binding term sheet concluded by the binding term sheet concluded by EPP, Fidelin Development sp. z o.o. sp.k. (as Seller) and Echo on 5 July 2016, in terms of which EPP will acquire the Warsaw retail development site.

11.1.1 The Seller will sell the Warsaw retail development site to a joint venture to be established by Echo (“NewCo”). EPP will acquire 70% of the shares in NewCo, with Echo retaining 30%. Although not a condition to the acquisition of Warsaw retail development site, NewCo will also consider acquiring a perpetual usufruct right to an additional plot of land adjacent to the Warsaw retail development site from the City of Warsaw.

11.1.2 NewCo will serve as the vehicle for the redevelopment of the Warsaw retail development site (the “Project”). Echo will serve as the developer of the Project and EPP will be the asset, property and accounting manager of the Project. Any funding necessary for the Project shall comply with EPP and Echo’s shareholding ratio in NewCo (70:30).

11.1.3 It is currently intended that the following key documents will be executed in relation to this acquisition:11.1.3.1 a preliminary (conditional) purchase agreement between the Seller and NewCo under which

NewCo will acquire the Warsaw retail development site;11.1.3.2 a preliminary share purchase agreement between Echo and EPP under which EPP will

acquire 70% of shares in NewCo;11.1.3.3 a shareholders’ agreement between EPP and Echo, which will regulate, among others, the

corporate governance of NewCo and which will include an exit mechanism for Echo;11.1.3.4 a development management agreement which will regulate the services provided by Echo to

NewCo in respect of the development and leasing of the Project;11.1.3.5 an asset, property, and accounting management agreement which will regulate the services

provided by EPP to NewCo in respect of the Project;11.1.3.6 a conditional purchase agreement between the Seller and NewCo;11.1.3.7 a final purchase agreement between the Seller and NewCo under which the [Warsaw retail

development] site will be transferred to NewCo; and11.1.3.8 a final share purchase agreement between Echo and EPP under which EPP will acquire 70%

of shares in NewCo,

(together, the “Transaction Documents”).

11.1.4 Acquisition of 70% of the shares in NewCo by EPP is conditional upon (i) obtaining a relevant antimonopoly clearance; (ii) obtaining a tax ruling; (iii) the acquisition by NewCo of the Warsaw retail development site, and (iv)the transfer of all properties comprising the Warsaw retail development site to NewCo.

11.1.5 The total consideration payable by NewCo for the [Warsaw retail development] site will be EUR 78 000 000, increased up to EUR 120 000 000 if the conditions set out below are satisfied. Echo will pay its 30% share of the consideration on the date of acquisition of 70% of the shares in NewCo by EPP. EPP will pay its 70% share in the following four instalments:11.1.5.1 EUR5 000 000 when the Transaction Documents are signed;11.1.5.2 EUR37 000 000 on the day of acquisition of the shares in NewCo by EPP;11.1.5.3 EUR21 000 000 on the City of Warsaw authorities approving the zoning plan allowing for

the development of the Project; and11.1.5.4 EUR21 000 000 on receipt of a positive decision on the Project’s impact on the environment.

11.1.6 Legal title to the properties comprising the Warsaw retail development site will transfer to NewCo immediately before signing the final share purchase agreement between Echo and EPP, simultaneously with which the Seller will receive the payment contemplated in 11.1.5.2 above. Payment of the remaining portion of the consideration by NewCo will be secured by a first ranking mortgage on the properties comprising the Warsaw retail development site.

11.1.7 If the requisite zoning for the Project has not been obtained by 1 December 2019, (i) EPP may agree to sell its stake in NewCo to Echo, or vice versa, at fair market value, (ii) if both parties wish to sell their stake in NewCo such sale shall be carried out in the open market, or (iii) if both Echo and EPP are willing to purchase each other’s stake in NewCo, the joint venture shall continue.

94

11.1.8 Echo will be paid a development management fee of 6% of the total development budget for the Project (which may be split into a development management fee component and a leasing fee component) in consideration for development services rendered in relation to the Project. Once an occupancy permit has been issued for the Project, EPP will be paid a property, asset and accounting management fee equal to 5% of the yearly net operating income collected by NewCo from tenants, together with an initial lump sum fee of EUR 100 000 in relation to the handover of the Project.

11.1.9 NewCo’s management board shall consist of four members; two appointed by EPP and two appointed by Echo.

11.2 ROFO project acquisition agreement

Set out below are the salient terms of the binding term sheet concluded by EPP and Echo on 5 July 2016, in terms of which EPP will acquire the O3 Business Campus, A4 Business Park, Tryton Business House and Symetris Business Park (the “Properties”), being the properties numbered 1, 4, 5 and 7 in Annexure 12.

11.2.1 Echo, via its subsidiaries, intends to sell the Properties to EPP or its subsidiaries. The completion of each sale will take place on the earlier of the listing of EPP on the JSE or 1 October 2016 (“Completion”).*

* While the terms of the binding term sheet summarised above relate to all the Properties, the parties have subsequently agreed that only the sale of O3 Business Campus Phase I, A4 Business Park, Tryton Business House and Symetris Business Park Phase I will be completed in 2016.

11.2.2 It is currently intended that the following key documents will be executed in relation to this transaction:11.2.2.1 a preliminary (conditional) purchase agreement between Echo’s subsidiaries and EPP or its

subsidiaries in relation to each of the Properties;11.2.2.2 a development management agreement which will regulate the services provided by Echo or

its subsidiary to EPP in respect of the development and leasing of the Properties;11.2.2.3 a final purchase agreement between Echo’s subsidiaries and EPP or its subsidiaries in terms of

which the Properties will be transferred to EPP or its subsidiaries; and11.2.2.4 a master lease agreement, for a period of three years from completion, between Echo or its

subsidiaries (as tenant) and EPP (as landlord).

(together, the “Transaction Documents”).

11.2.3 The consideration payable for each Property will be the product of the annual net operating income (“NOI”) divided by the agreed yield. The estimated NOI and yield for each Property is as follows:

Building

Office NOI (€m)

Parking NOI (€m)

Fully let NOI (€m) Yield

Market Value pre rent-free periods

(€m)

Tryton Business House 3.6 0.2 3.8 7.25% 52.3A4 Business Park (Phase III) 1.9 0.1 2.0 7.50% 27.2O3 Business Campus (Phase I) 3.0 0.2 3.2 6.75% 47.9O3 Business Campus (Phase II) 3.0 0.2 3.2 6.75% 47.2O3 Business Campus (Phase III) 3.0 0.2 3.2 6.75% 47.2Symetris Business Park (Phase I) 1.5 0.1 1.6 7.50% 20.8Symetris Business Park (Phase II) 1.5 0.1 1.6 7.50% 21.0

Total 17.4 1.2 18.6 7.05% 263.6

11.2.4 The Completion in relation to each Property will be conditional upon the satisfaction of the following conditions precedent within a period of three years:11.2.4.1 the obtainment of an occupancy permit in relation to a given Property;11.2.4.2 the lease or pre-lease of at least 60% of the leasing space of a given Property;

95

11.2.4.3 the execution of the master lease agreement;11.2.4.4 the execution of a new credit facility agreement in relation to a given Property on conditions

not worse (i.e. not less favourable) than the existing credit facility agreement; and11.2.4.5 the obtainment of antitrust clearance (if required).

12. UNDERWRITING AGREEMENT

Set out below are the salient features of the underwriting agreement entered into between Redefine, CV Cinque Limited, Anchor Capital Proprietary Limited, Oxiana Limited, Argon Holding Inc. and EPP (together, the “underwriters”) and EPP, in terms of which the underwriters have agreed to co-underwrite the private placement.

12.1 Each underwriter agrees to underwrite the private placement in respect of the following amounts:12.1.1 Redefine – EUR 50 000 000 (34 482 759 ordinary shares at EUR 1.45 per share);12.1.2 CV Cinque Limited – EUR 11 194 030 (7 720 021 ordinary shares at EUR 1.45 per share);12.1.3 Anchor Capital Proprietary Limited – EUR 13 805 970 (9 521 359 ordinary shares at EUR 1.45 per

share);12.1.4 Oxiana Limited – EUR 17 666 667 (12 183 908 ordinary shares at EUR 1.45 per share);12.1.5 Argon Holding Inc. – EUR 7 333 333 (5 057 471 ordinary shares at EUR 1.45 per share);

(in aggregate, the “total underwritten amount”) and to subscribe for its pro rata portion of the applicable shares offered but not subscribed for in terms of the private placement (the “available shares”), subject to the above maximum commitment. The underwriters will subscribe for the applicable available shares in proportion to their respective commitments.

12.2 Insofar as the company determines that the total amount raised in terms of the private placement exceeds the total underwritten amount as set out in clause 12.1 above, the aggregate amount underwritten by the underwriters shall remain limited to the total underwritten amount.

12.3 The bookrunner will, solely on behalf of the company, be mandated to offer certain potential investors that meet minimum pre-commitment requirements a “pre-commitment fee”, provided that the aggregate amount of all pre-commitment fees paid to all qualifying investors shall not exceed an amount of EUR 835 000 (the “pre-investment commitments”).

12.4 In consideration for the underwriters agreeing to underwrite the private placement as set out above, the company shall pay the underwriters an underwriting fee. The underwriting fee will be an aggregate amount of EUR 3 500 000, less the aggregate pre-commitment fee payable in respect of pre-investment commitments, as contemplated in paragraph 12.3 above, shared amongst the underwriters in proportion to their underwritten commitment.

13. ASTRA PARK OPTION AGREEMENT

Set out below are the salient terms of the agreement concluded by Astra Park – Projekt Echo – 69 sp.z o.o. s.k. (as Seller) and FTF Columbus S.A. (as Purchaser) on 30 October 2015, in terms of which EPP grants FTF Columbus S.A. an option to purchase Astra Park.

13.1 The final agreement shall be executed subject to the satisfaction or waiver of all the following conditions precedent:13.1.1 the conforming tax rulings having been obtained;13.1.2 the pay-off letter having been duly issued by the existing lender;13.1.3 any consents for the issuance of release letters in relation to the mortgages encumbering the property

other than the mortgages having been issued; and13.1.4 confirmation from the Tax Office and Social Insurance Agency of no outstanding payments of the seller

having been issued.

13.2 The purchase price for the property will be based on a total Net Operating Income to be generated by the property (“NOI”) and the yield of 8.25%. The final NOI to be used for capitalisation purposes will be based (i) for the leased areas at the closing on achieved passing rents and (ii) for vacant areas at the closing on rents for specific vacant areas calculated as the product of the monthly average net rent per square metre of all the leasable space in the building under the existing leases. All rent abatements and rent free periods as of the closing date shall be included in the purchase price calculation. The purchase price shall take into consideration any non-recoverable expenses incurred annually by the seller.

13.3 The purchaser will be entitled to serve the call option request during the period from 10 June 2020 until 10 August 2020.

The closing shall take place not later than on 10 December 2020.

96

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98

Annexure 10

INDEPENDENT VALUER’S SUMMARY VALUATION REPORT

22 August 2016

The DirectorsEcho Polska Properties N.V.Prins Bernhardplein 2001097JBAmsterdamNetherlands

RE: INDEPENDENT PROPERTY VALUERS’ REPORT OF THE PROPERTY PORTFOLIO FOR ECHO PRIME PROPERTIES B.V. (“EPP”) AS DETAILED IN THE SUMMARY SCHEDULE ATTACHED AND FOR WHICH THERE ARE DETAILED VALUATION REPORTS HELD BY EPP

In accordance with your instruction of 11 May 2016, we confirm that we have visited and inspected the 21 properties listed in the attached schedule (“the properties”) in May 2016 (Section 13.23(a)(iii)) and have received all necessary details required to perform a valuation in order to provide you with our opinion of the properties’ market values as at 30 June 2016 (Section 13.23(c)). The properties comprise 16 properties owned by EPP as at the date of this report (the “initial properties” and five properties which EPP is contracted to acquire (the “acquisition portfolio”).

1. INTRODUCTION

The valuation of the properties has been carried out by the valuers who have carefully considered all aspects of all the properties. These properties each have a detailed valuation report which has been given to the management of EPP (the “detailed valuation reports”). The detailed reports include commentary on the current economy, nature of the properties, location, tenancy, planning and tenure, local market and risk profile. All these aspects have been considered in the individual valuation reports of the properties. The detailed reports have further addressed the tenancy income capability and expenditure for each property and tenant. Historic expenditure profile as well as future expenditure increases have been considered. The value thus indicates the fair market value for each property which is included in the detailed report and which has been summarised on a summary schedule, attached hereto, for each property. There are 21 properties and the important aspects of the detailed valuation report including the property market value for all of the properties have been summarised in the attached schedule.

2. BASIS OF VALUATION

The valuation is based on Market Value.

In undertaking the valuations, we have adopted the Royal Institution of Chartered Surveyors (“RICS”) definitions of Market Value and Market Rent, as detailed in the RICS Valuation – Professional Standards (the “Red Book”) January 2014:

2.1 Valuation Practice Statements VPS 4 1.2 of the Red Book defines Market Value as: “The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

2.2 Valuation Practice Statements VPS 4 1.3 of the Red Book defines Market Rent as: “The estimated amount for which an interest in real property should be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

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3. VALUE CALCULATION

We have used a combination of the income approach and discounted cash flow (“DCF”) technique in order to arrive at a Market Value of the properties.

The income approach provides an indication of value by converting future cash flows to a single current capital value and is the fundamental basis on which commercial income producing properties are traded on the market in Poland. This is due to there being strong supporting evidence of open market rental rates and capitalisation rates which are evidenced by sales in the market. (Section 13.23(d)).

The DCF technique is used for the investment appraisal where future costs and receipts have to be estimated and discounted at an appropriate discount rate.

The considerations for the DCF valuations are as follows:

3.1 Calculations are made on a tenant by tenant basis with deductions made to reflect letting voids, operating costs relating to vacant units, rent abatements on reletting, letting fees, refreshment of space prior to reletting and any other costs which are not passed through to tenants but whose recovery is considered normal market practice. There is no loss of rental due to renovations or refurbishments currently being carried out on the buildings. In case of buildings being currently under construction or those recently delivered, capital expenditures have been adopted to cover outstanding construction costs or fit-out contribution to tenants. There is no loss of rental as a result of these activities. According to the market practice contractual rental payments commence after the area’s hand-over by a tenant.

3.2 The discount rate reflects rate of return that adequately compensates the investor for the risks taken. Discount rate (the target rate on return) is usually derived by reference to the return on an alternative form of perceived low-risk or riskless asset (frequently the benchmark is the gross redemption yield on government gilts or cash) plus appropriate additions for risk.

3.3 Our assessment of the Exit Capitalisation Rate is based on the recent property transactions, our general knowledge of the market and investment funds’ expectations. This yield is considered an ‘all risks yield’ and accounts for the investors view of the specifics of the property, its leasing status, e.g. anticipated future rental value changes, vacancies and void periods as well as potential fluctuations in the property market, having regard to current market conditions and trends.

3.4 The vacancy levels in the properties vary between 0% – 39%, however, the majority of properties are fully or nearly fully let. In particular, in ten properties the vacancy level does not exceed 3%. In addition there are only two properties where the vacancy level is higher than 6%, in particular: Park Rozwoju office building (39%) and Oxygen office building. For the purpose of our valuations we have assumed a fluctuation vacancy arising from a few months letting voids applied for currently vacant units or on reletting of let units. For details please refer to the detailed valuation reports.

3.5 Irrecoverable costs have been assumed according to the historical data and maintenance budgets for 2016. The costs are assumed to run in perpetuity, subject to the Polish Consumer Price Index (“Polish CPI”).

3.6 Capital expenditures and one-off marketing costs not recovered from tenants are applied according to the budgets provided to us. Such costs were available only for 2016 and 2017. Fit-out contributions to tenants, which is a local market practice, have been assumed for units exceeding 500 m2 (but excluding supermarkets and DIYs) at EUR 200/m² for the top three centres (Pasaż Grunwaldzki, Galaxy and Galeria Echo) and EUR 150/m2 for the smaller centres, for currently vacant units or for the reletting of presently let units. In the case of office buildings, we have made an allowance of EUR 200/m² for Park Rozwoju in Warszawa and between EUR 80/m² and EUR 140/m² on average for the remaining regional offices, for currently vacant office area or where reletting presently let units. Please note, however, that when an exact contribution has been recently agreed with a tenant, we have adopted the agreed rate for this particular tenant.

3.7 Our valuation incorporates indexation to rents in line with tenancy schedules, with costs also indexed according to the Polish CPI index recorded by the Central Statistical Office of Poland (“GUS”) (Section 13.23(f)(iii)). 12 out of the 21 properties are rack-rented (which means the difference between the current headline rent and estimated rental value does not exceed 5%), whereas eight properties (three office buildings and five shopping centres) are over-rented. The only under-rented property is Galeria Echo in Kielce. In developing our opinion of Market Rent in the office buildings we have had regard to recent lettings as well as looking at rents in comparable office

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buildings. In developing our opinion of Market Rent in shopping centres we have had regard to recent lettings and renewals, rents in comparable shopping centres and our rent-to-sales analysis. Additionally individual rents have been applied for recently signed leases and for units with relatively good or better than average sale results reflecting their potential and assuming that these types of uses will continue to operate in centre. The table below shows our opinion as for the level of over rent in particular properties:

Shopping centres Over rent Under rent WAULT 1% of initial

portfolio’s NOI2

Galeria Echo 6.1% 5.5 15.8Pasaż Grunwaldzki 7.8% 5.0 18.3Galaxy 25.7%3 8.1 17.2Galeria Veneda 9.8% 5.2 3.4Echo Przemyśl 19.5%4 6.3 0.5Echo Bełchatów 12.8%5 5.5 1.1Office buildingsOxygen 6.7% 3.2 2.6Astra Park 20.6% 6.8 3.6Malta Office Park 6.1% 2.2 5.8

1 Weighted (by income) Average Unexpired Lease Term in years.2 Annualised Net Operating Income (income from already signed leases less non-recoverable costs) of the initial portfolio of 16 assets, i.e.

excluding the acquisition portfolio of five properties.3 The over-rent results from two leases with WAULT of 12.42 years (Auchan for 11 950 m² and Multikino for 3 718 m²).4 The over-rent results from one lease with Carrefour for 2,033 m2 with WAULT of 4.25 years.5 The over-rent results from one lease with Carrefour for 3,620 m2 with WAULT of 3.70 years.

Please note, each time we refer to the main rentable area in the building (retail and services area for shopping centres and office area for office buildings) and existing lettings or already confirmed pre-lettings.

3.8 Our DCF is calculated over a five-year period, calculated from 1 July 2016, with income from each tenant or unit reverting to our opinion of Market Rent on expiry or termination of the lease. Adjustments are made as appropriate to reflect contractual rent steps or abatements.

3.9 In determining Market Value we have had regard to recent sales and ongoing sales of shopping centres and office buildings located in Poland, as well as regional and current investment market sentiment for this class of assets. In developing an appropriate Exit Capitalisation Rate for the properties, we have considered both rates being achieved by similar competing properties, as well as the perception of investors as to the direction yields will take in the future.

3.10 According to the rent-rolls provided to us, there are currently several tenants who have contractual break options. Please note we have not included them in the valuation models nor in our analysis of lease expiry profiles.

We confirm that we have sufficient current local and national knowledge of the particular market and the skills and understanding to undertake the valuation competently.

4. SPARE LAND

There are two properties which have a spare land which could potentially be developed (Section 13.26):

4.1 The land next to Astra Park office complex is currently used for parking purposes to service the existing buildings. We have been informed that there are currently no plans to develop this land. Therefore, we have assumed the current use of land as parking will continue in the future, and have assumed that the Market Value of this land is included in the Market Value of Astra Park valued on an income basis.

4.2 There are two pieces of land located within the Outlet Park estate in Szczecin. One such piece of land adjoins existing building and is currently used for parking purposes to service the existing buildings. We have been informed that there are currently no plans to develop this land. We have therefore assumed the current use of land as parking will continue in the future, and assumed that the Market Value of this land is included in the Market Value of Outlet Park valued on an income basis. of the other piece of land is situated east from the Outlet Park and is currently undeveloped. We have assumed that this land can be either developed or sold to an external party and we have therefore valued this property using a comparable method of valuation.

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5. BRIEF DESCRIPTION

The initial portfolio of 16 properties

The initial portfolio includes 10 shopping centres, description of which is presented below:

5.1 Pasaż Grunwaldzki located in Wrocław

Pasaż Grunwaldzki is a 185 retail unit modern shopping centre of ca. 48 300 m² rentable retail area. The property occupies a 27 932 m2 site and was opened in April 2007. The property is owned freehold.

The property is situated at Plac Grunwaldzki in Śródmieście district – central part of Wrocław, on the corner of ul. Piastowska and ul. Szczytnicka. The property comprises one of the major retail schemes in the city.

The shopping centre is arranged over a single underground floor, a ground and three upper levels. In total the centre has some 1 270 car parking spaces giving a ratio of one space for every 38 m2 of retail area, which is acceptable for a city centre location.

The property is 97% let with an average remaining lease term, weighted by income, of 4.92 years. The rent-to-sale ratio is 10.6%, which is in-line with the market average. The property is 8% over-rented. The leases are of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent.

The majority of operational costs are covered via service charge, however service charge caps agreed for selected tenants create a service charge shortfall not recovered from tenants.

5.2 Galeria Echo located in Kielce

Galeria Echo Kielce is a 229 retail unit modern shopping centre of ca. 71 600 m² rentable retail area. The property occupies a 57 856 m2 site and was originally opened in November 2002 and later redeveloped in August 2011.

The majority of the property is owned freehold with the perpetual usufruct right expiring on 11 May 2090 and 3 April 2096 over the remainder. Galeria Echo Kielce is partly situated on a land held under a leasehold from Kielce University of Technology. The leasehold expires in August 2037 and covers land with an area of ca. 13 000 m2 currently developed with a multi-storey car park. We understand, however, that Echo Investments S.A. is in advanced negotiation process with Kielce University of Technology Swietokrzyska Polytechnic and intends to acquire this land in the following year. We have been informed that the intention is to acquire the land on behalf of EPP.

The property is located outside the City Centre, close to universities and residential dwellings, ca three km north – east of the City Centre and is the dominant retail scheme in the region.

The shopping centre building has an irregular shape, with two upper floors organised on a rectangular layout. The ground floor is arranged along four corridors and accommodates a large retail unit located at the end of original part of shopping centre. Two upper floors and – 1 level are arranged in a rectangular shape, with two longitudinal passageways, composed of small retail units on floor – 1 and +1. Floor +2 accommodates large units with fitness, bowling and home decoration retailers.

The multi-level car park offers 1 420 spaces, while the underground parking offers 541 spaces, giving a ratio of one space for every 37 m2 of retail area, which is good.

The property is 95% let with an average remaining lease term, weighted by income, of 5.47 years. The rent-to-sale ratio is 8.2% which is below the market average. The property is ca. 6% under-rented. The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent. Six tenants pay turnover rent only. Tesco has already paid the entire rent and therefore no rental income is generated from the current lease. There is also one tenant (Answear) that does not pay any rent.

The majority of operational costs are covered via service charge, however, service charge caps agreed for selected tenants create a service charge shortfall not recovered from tenants.

5.3 Galaxy located in Szczecin

Galaxy shopping centre is currently a 132 retail unit modern shopping centre of ca. 41 200 m² rentable retail area. The property currently occupies a 26 192 m2 site and was opened in 2003.

In March 2016 a building permit was issued for an extension of the property. Ultimately the shopping centre will include 176 retail units of ca. 56 300 m2 rentable retail area. The extended property will occupy a 36 193 m2. The opening of the extended part of the centre is scheduled for October 2017.

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The majority of the property is held under the perpetual usufruct right expiring on 6 October 2098 or 5 December 2089 with the ownership right over the remainder.

The property is located in the central part of Szczecin, in Śródmieście district, near one of the busiest junctions in the city – Plac Rodła connecting Al. Wyzwolenia and ul. Piłsudskiego. It is one of two dominant retail schemes in the region.

The property currently comprises two buildings: a shopping centre and a five-storey car park connected to the main building by a bridge above the internal road and on ground level via a pedestrian crossing. The shopping centre building is currently arranged over a single underground parking level, a ground and two upper retail levels. In total the centre offers some 1 270 car parking spaces, 701 of which are located in the multi-storey car park. It gives a ratio of one space for every 33 m2 of retail area, which is acceptable for a city centre location.

The extended part of the property will comprise a retail area arranged over ground and two upper levels with a single underground parking level and will be connected with existing shopping centre on the underground floor and via retail passage on levels 0 and 1. In addition, the centre will offer 180 car parking spaces with a targeted ratio of 39 m2 of retail area.

The existing part of the centre is 99.6% let with an average remaining lease term, weighted by income, of 8.37 years. The rent-to-sale ratio is 12.4% which is above the market average. The property is 26% over-rented. The over-rent results from two leases with WAULT of 12.42 years (Auchan for 11 950 m2 and Multikino for 3 718 m2). The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent. One tenant (H&M) pays turnover rent only.


5.4 Galeria Amber

Galeria Amber is a 117 retail unit modern shopping centre of ca. 33 250 m² rentable retail area. The property occupies a 33 906 m2 site and was opened in March 2014.

The property is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right to the building.

The property lies outside the City Centre, in the close surroundings of the city’s railway station (PKP Kalisz) and main bus terminal, ca. 2,5 km south – west of the City Centre.

The shopping centre building has a trapezoidal shape. The ground floor and the first floor are arranged along two longitudinal passageways with two islands, each of them composed of small retail units. The second floor is occupied by a cinema and café.

In total the centre has some 1 002 car parking spaces giving a ratio of one space for every 33 m2 of retail area, which is acceptable for a city centre location next to public transport hubs.

The property is 96% let with an average remaining lease term, weighted by income, of 5.86 years. The rent-to-sale ratio is 10% which is in line with the market average. The property is rack-rented. The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent. Two tenants pay turnover rent only (H&M and Terranova).


5.5 Galeria Veneda located in Łomża

Galeria Veneda is a 55 retail unit modern shopping centre of ca. 15 073 m² rentable retail area. The property occupies a 30 197 m2 site and was opened in 2013. The property is owned freehold.

The property is located in southern part of Łomża, at ul. Zawadzka. National road no. 63 is situated ca 200 m to the north from the property, providing a convenient access to the town’s centre as well as outside the town.

The shopping centre is arranged over the ground floor with a single underground parking level. In total the centre has 580 car parking spaces giving a ratio of one space for every 26 m2 of retail area, which is acceptable for the subject location.

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The property is 100% let with an average remaining lease term, weighted by income, of 5.20 years. The rent-to-sale ratio is 9.3% which is below the market average. The property is 10% over-rented. The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent.


5.6 Outlet Park located in Szczecin

Outlet Park Szczecin is a 93 retail unit modern retail scheme of ca. 24 400 m² rentable retail area in phase I&II and phase IV. Phase III will offer additional 21 retail units and ca. 3 800 m² rentable area. The property occupies a 99 611 m2 site and was opened in November 2012. Phase IV (a stand-alone building) is scheduled to be finished in December 2016, and Phase III (extension of the existing building) is scheduled to be finished in September 2017.

The property is held under the perpetual usufruct right expiring on 10 July 2095 and 6 December 2095 with the ownership right to the building.

The property is located in eastern part Szczecin, surrounded by commercial schemes and residential areas and is considered to be a local retail scheme.

The centre is arranged over a single floor. In total the centre has some 1 000 car parking spaces giving a ratio of one space for every 24.4 m2 of existing retail area, and one space for every 28.2 m2 of total retail area, which is acceptable for this location.

Including the planned extension, the property is 75% let with an average remaining lease term, weighted by income, of 5.48 years. The rent-to-sale ratio is 8.3% which is below the market average. The property is rack-rented. The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent.


5.7 Galeria Sudecka located in Jelenia Góra

Galeria Sudecka is a 79 retail unit modern shopping centre with a total rentable area of ca. 31 200 m2. The property occupies a 59 233 m2 site. The property was originally opened in 2000 (Phase I) and redeveloped in April 2015 (Phase II).

The property is held under the perpetual usufruct right expiring on 2 October 2096 (plot no 162) and on 27 December 2106 (plot no 16/16) with the ownership right to the building. Some additional part of the land has been under lease agreement, obligatory since 1 January 2013 and signed for an indefinite period of time.

The shopping centre is located on the outskirts of Jelenia Góra within Zabobrze district, ca 3 km north-east of the City Centre at the crossroad of ul. Jana Pawła II (which states a national road no. 3) and ul. Legnicka (voivodeship road no. 365). The property is one of the major retail schemes in the city.

Phase I of the shopping centre (the hypermarket) is a single storey. The redeveloped part has an additional mezzanine level occupied by a cinema and two other units.

The centre has a surface car park located in the western and southern part of the site as well underground parking. In total the centre has some 562 underground and 1 147 surface car parking spaces giving a ratio of one space for every 18 m2 of retail area which is very good.

The property is 99% let with an average remaining lease term, weighted by income, of 5.63 years. The rent-to-sale ratio is 12% which is above the market average. The property is rack-rented. The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent. LPP Group in Galeria Sudecka (Reserved, Mohito, Sinsay, House and Cropp) has an affordability clause cap, in terms of which the total occupancy costs (annual rent (including turnover rent), annual common service charge (including reconciliation) and annual marketing fee shall not exceed 13% of annual turnover.


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5.8 Galeria Olimpia located in Bełchatów

Galeria Olimpia is a 66 retail unit modern shopping centre of ca. 21 300 m² rentable retail area. The property occupies a 44 483 m2 site and was opened in February 2013. The property is owned freehold with the ownership right to the building.

The property lies within the area of the city administration borders in the Edwardów district, ca. 2 km south-east of the City Centre.

The shopping centre building is arranged over a single floor and has a rectangular shape, arrange along a circular corridor, with a hypermarket situated in the norther part. Smaller tenants are located in the central location of the gallery, while major tenants occupy boundary areas.

In total the centre has some 773 car parking spaces giving a ratio of one space for every 27 m2 of retail area which is acceptable for a property on the outskirts of the city.

The property is 98% let with an average remaining lease term, weighted by income, of 4.67 years. The rent-to-sale ratio is 8.8% which is below the market average. The property is rack-rented. The leases tend to be of a general contractual rental nature with the majority of leases making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent. H&M pays turnover rent only. LPP Group in Galeria Olimpia (Reserved, Mohito, Sinsay, House and Cropp) has affordability clause cap, according to which the total occupancy costs (annual rent (including turnover rent), annual common service charge (including reconciliation) and annual marketing fee shall not exceed 15% of annual turnover.


5.9 Centrum Echo located in Bełchatów

Centrum Echo Bełchatów is a five retail unit shopping centre of ca. 11 420 m² rentable retail area. The property occupies a 30 108 m2 site and was opened in May 2000. The property is owned freehold.

The property lies within the area of the city administration borders in the Edwardów district, ca. 2 km south-east of the City Centre.

The shopping centre encompasses the entire site and is ‘S’ shaped. There are two ground floor entrances, both located from Kolejowa Street (east side). The ground floor is arranged along one external pedestrian path with two large retail units located in the building’s corners (south and north) and three smaller retail units situated between them. There are no inside crossing entries between retail units.

In total the centre has some 256 car parking spaces giving a ratio of one space for every 45 m2 of retail area, which is acceptable for a property on the outskirts of the city.

The property is fully let with an average remaining lease term, weighted by income, of 5.47 years. The property is 13% over-rented. The over-rent results from one lease with Carrefour for 3 620 m2 with WAULT of 3.70 years. The leases are of a general contractual rental nature with the DIY lease making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent.


5.10 Echo Centrum located in Przemyśl

Echo Centrum Przemyśl is a two retail unit shopping centre of 5 760 m² rentable retail area. The property occupies a 12 267 m2 site. The property was originally opened in 2000 and redeveloped in 2012.

The property is owned freehold. Part of the land is held under a lease agreement, which has been obligatory since 1 January 2013 and is signed for indefinite period of time.

The property lies within northern part of the city in the Zasanie district, ca 2.5 km north of the City Centre. The scheme benefits from convenient visibility as it is situated at the corner of ul. Pułkownika Marcina Borelowskiego and ul. 29 Listopada.

The centre is arranged over a single storey. The centre has a surface car park located within western part of the site. In total the centre has some 156 car parking spaces (including two spaces for disabled) giving a ratio of one space for every 37 m2 of retail area, which is acceptable for this location.

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The property is 100% let with an average remaining lease term, weighted by income, of 6.29 years. The property is ca. 20% over-rented. The over-rent results from one lease with Carrefour for 2 033 m2 with WAULT of 4.25 years. The leases are of a general contractual rental nature with a DIY lease making provision for an additional rent calculated as the positive difference between a stated percentage of a tenant’s net sales and their base rent.

The majority of operational costs are covered via service charge, however, service charge caps agreed for both tenants create a service charge shortfall.

The initial portfolio includes six office buildings, a description of which is presented below:

5.11 Malta Park located in Poznań

Malta Office Park is a modern office complex consisting of six buildings (buildings A, B, C, D, E or F) of ca. 28 300 m² rentable office area. The complex occupies a 26 115 m2 site and was completed in December 2011.

The property is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right to the buildings.

The property is located in the eastern part of Poznań, at ul. Abpa Baraniaka. Highway A2 is situated ca 8 km to the south, providing a convenient access to central Poland and to Germany.

In total the property offers some 587 car parking spaces giving a ratio of one space for every 48 m2 of office area which is acceptable for the subject location.

The property is 96% let with an average remaining lease term, weighted by income, of 2.20 years. The property is 6% over-rented. The leases tend to be of a general contractual rental nature. The operational costs are fully recovered via service charge.

5.12 Park Rozwoju (Phase I – II) located in Warsaw

Park Rozwoju is a modern complex of two office buildings of ca. 32 900 m² rentable office and retail/services area. The property occupies a 22 338 m2 site and was opened in 2014 (Phase I) and 2015 (Phase II).

The property is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right to the buildings.

Administratively the property lies in the Mokotów district (southern Warsaw) but in terms of the office market lies in the second largest office market in Warsaw.

Both of the buildings consist of seven above-ground storeys and two underground storeys. In total the property offers some 797 car parking spaces giving a ratio of one space for every 41 m2 of office area which is acceptable for the subject location.

The property is 61% let with an average remaining lease term, weighted by income, of 3.94 years. The property is rack-rented. The leases tend to be of a general contractual rental nature. The operational costs are fully recovered via service charge.

5.13 A4 Business Park (Phase I – II) located in Katowice

A4 Business Park is a modern office building of ca. 18,000 m² rentable office and retail/services area. The property occupies a 22 474 m2 site. The property was originally opened in February 2014 (Phase I) and January 2015 (Phase II).

The majority of the property is held under a perpetual usufruct right expiring on 5 December 2089 with the ownership right with a perpetual usufruct right expiring on 5 December 2089 over the remainder.

Administratively the property lies in Katowice, which in terms of the office market is in the fourth largest office market in Poland.

Phase I of the complex is arranged over seven storeys and Phase II over 10 storeys. Additionally, the property incorporates a 10-storey parking building. In total the property has some 624 car parking spaces giving a ratio of one space for every 29 m2 of office area, which is good.

The property is 94% let with an average remaining lease term, weighted by income, of 4.93 years. The property is rack-rented. The leases tend to be of a general contractual rental nature. The operational costs are fully recovered via service charge.

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5.14 West Gate located in Wrocław

West Gate is a modern office building of ca. 16 500 m² rentable office area. The property occupies a 5 704 m2 site and was opened in April 2015.

The property is held under the perpetual usufruct right expiring on 25 May 2099 with the ownership right to the building.

The property is situated in the north-western part of the Wrocław, with a very good access to the city bypass and the City Centre. In terms of the office market, Wrocław is in one of the main regional office market in Poland.

The property comprises of office building, with L-shaped layout of each floor. The typical floor plate is approximately 2 700 m2. The property has two-storey underground parking.

In total the property has some 320 car parking spaces giving a ratio of one space for every 52 m2 of leasable area, which is acceptable for a property close to the periphery of the city.

The property is fully let with an average remaining lease term, weighted by income, of 4.76 years. The property is rack-rented. The leases tend to be of a general contractual rental nature. The operational costs are fully recovered via service charge.

5.15 Astra Park located in Kielce

Astra Park is an office complex of ca. 14 300 m² rentable office and retail/services area. The property occupies a 35 285 m2 site and was opened in September 2007.

The majority of the property is held under the perpetual usufruct right expiring on 24 August 2091 with the ownership right and perpetual usufruct rights expiring on 5 December 2089 and 19 November 2091 over the remainder.

The property is the subject of an option to purchase by FTF Columbus S.A., which option may be exercised at any time between 10 June 2020 and 10 August 2020. The purchase price payable for the property will be based on a total net operating income generated by the property and a yield of 8.25%.

The property lies outside the city center area, close to universities, and residential dwellings, ca three km north- east of the Kielce City Centre. Kielce is a secondary regional city in Poland with an office market in an early stage comparing to other regional cities.

The complex comprises three office buildings which are arranged over a ground and five upper levels. In total the property has some 397 surface car parking spaces giving a ratio of one space for every 89 m2 of office area, which is acceptable for a regional city office building.

Since February 2016, there has been a temporary additional car park with 60 spaces in a location primarily designated for the fourth building of the complex.


5.16 Oxygen located in Szczecin

Oxygen is a modern office building of ca. 13 800 m² rentable office and retail/services area. The property occupies a 5 242 m2 site and was opened in 2010.

The property is held under the perpetual usufruct right expiring on 18 November 2097 with the ownership right to the building.

The property is situated in the core City Centre of Szczecin, at Malczewskiego Street. The property lies in the immediate vicinity of intersection of two main arteries very close to the Galaxy shopping centre.

The property has a rectangular layout of each floor. The typical floor plate is approximately 1 760 m2. The property has single storey underground parking.

In total the property has some 181 car parking spaces giving a ratio of one space for every 76 m2 of office area, which is which is relatively high for a City Centre.


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The acquisition portfolio of five properties

The acquisition portfolio includes one site designated for redevelopment, a description of which is presented below:

5.17 Warsaw retail development site in Warsaw

The property comprises a development site of 64 869 m², located on the fringes of Warsaw’s Central Business District. The site is currently developed with two commercial buildings located at ul. Towarowa 22 and ul. Miedziana 11 and a number of auxiliary buildings, mainly storages and garages. The entire property consists a former national printing house originally developed in 1950 and redeveloped in 1973 – 1977.

The property is designated for redevelopment. Despite the fact that the outline planning decision has been issued for part of the site allowing for commercial (office and residential development), a new master plan is currently in preparation. We understand, once the redevelopment is ready to commence, that all existing lease agreements will be terminated. In addition to the above, we have been informed that a demolition of several unused buildings (mainly garages and storages) has already started.

According to the current zoning, we believe at least 250 600 m2 of lettable/saleable area can be developed on the site, assuming a mix of commercial (office and associated services) and residential uses. The intention of EPP, however, is to change the designation of the site to build a large-scale retail scheme of ca. 110 000 m2 of GLA.

The acquisition portfolio includes one completed office building and three office developments, a description of which is presented below:

5.18 Symetris located in Łódź

Symetris in Łódź comprises two office buildings. Phase I will be completed in August 2016 with a 9 449 m² of total lettable area, which is designated for office space. Construction of Phase II started in June 2016 and is planned to be completed in August 2017. Phase II will add 9 548 m² of lettable area to the scheme.

The site is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right to the building.

The project is being developed within the suburban area of the city, on al. Piłsudskiego – the main traffic route in the city (which is called the East – West route of Łodź) and which connects the city centre with two largest districts – Widzew and Retkinia.

Both phases are nine storeys above ground with one underground floor with parking area.

In total the projects have some 390 car parking spaces. The Phase I building has an underground parking with 121 parking spaces as well surface parking area with 73 parking places. Phase II has 140 underground and 56 surface parking spaces. Both Phases are characterised by a ratio of one space for every 49 m² of leasable area.

Phase I is 31.1% let with an average remaining lease term, weighted by income, of 6.87 years. The property is rack-rented. The leases tend to be of a general contractual rental nature.

5.19 O3 (Opolska) Business Campus in Kraków

O3 (Opolska) Business Campus comprises three independent buildings. Phase I was completed in January 2016 and provides a total lettable area of 19 095 m². The existing building is regarded as A class space. Construction of Phase II started in March 2016 and is planned to be completed in May 2017. The construction start date for Phase III is May 2017 with completion scheduled for October 2018.

The site is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right to the building.

The property lies within the suburban area of the city on the border of two districts, Prądnik Czerwony and Prądnik Biały, and at the intersection of national roads no 7 and 79, ca 3.5 km north of the City Centre.

All phases are arranged over 12 storeys above ground and one underground floor used as parking.

In total the Phases have some 1 196 car parking spaces.

Phase I is 34.4% let with an average remaining lease term, weighted by income, of 5.23 years. The property is rack-rented. The leases tend to be of a general contractual rental nature.

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5.20 A4 Business Park Phase III in Katowice

A4 Business Park Phase III is a modern office building of ca. 11 975 m² rentable office and retail/services area. The property occupies a 22 474 m2 site and will be opened in the 4th quarter of 2016.

The majority of site (71%) is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right of the remainder.

Administratively the property lies in Katowice, which in terms of the office market is in the fourth largest office market in Poland.

Phase III of the complex is a 10-storey building with one underground level. In total the property has some 267 car parking spaces giving a ratio of one space for every 45 m2 of office area, which is good.

One lease has been signed for some 62% of the total rentable area of the building. The lease is of a general contractual rental nature.

5.21 Tryton office building in Gdańsk

Tryton is a modern office building of ca. 23 676 m² rentable office and retail/services area. The property occupies a 8 141 m2 site and was opened in January 2016.

The majority of site (84%) is held under the perpetual usufruct right expiring on 5 December 2089 with the ownership right of the remainder.

Administratively the property lies in Gdańsk, which in terms of the office market is in the third largest office market in Poland.

The subject property is divided into two parts: a six-storey one situated by the street and a 11-storey one situated in the middle of the plot. They are connected by a one-storey entry hall. The building comprises also one underground floor.

The property is 28.6% let to seven tenants with weighted average remaining lease term of 5.33 years. The property is rack-rented. The leases tend to be of a general contractual rental nature. The operational costs will be fully recovered via service charge.

6. VALUATION QUALIFICATIONS

Qualifications are usually detailed as a consequence of: leases under negotiation that have not yet been formalised; leases of a large nature where the premises are difficult to re-let; specialised properties; large exposure to a single tenant; potential tenant failure due to over-rent; expenses required for major repairs; maintenance or other exposure to maintain the lettability of the building; contingent expropriations or servitudes that may be enforced; poor lease recordals whereby the lease may be disputed or rendered invalid.

We have, to the best of our knowledge, considered all of these aspects in the valuation of all the properties. There are no properties that are prejudiced in value by the influence of the above factors.

The valuer is however not responsible for the competent daily management of these properties that will ensure that this status is maintained, or for the change of any laws, services by local authority or economic circumstances that may adversely impact on the integrity of the buildings or the tenant profile.

7. OPTIONS OR BENEFIT/DETRIMENT OF CONTRACTUAL ARRANGEMENTS

To our knowledge there are no contractual arrangements on the properties other than the leases as set out in the detailed valuation reports that have a major benefit or are detrimental to the fundamental value base of the properties. (Section 13.23(g)).

To the best of our knowledge, there are no options in favour of any parties for any purchase of any of the properties. (Section 13.23(h)).

8. INTRA-GROUP OR RELATED PARTY LEASES (SECTION 13.23(A)(XI))

Having inspected all the tenancy schedules we understand that there are two properties, namely Astra Park office building in Kielce and Galeria Echo in Kielce that are let to several related party tenants as follows:

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8.1 Astra Park office building in Kielce:

(a) Echo Investment S.A., a direct beneficial shareholder of EPP.

(b) Echo Investment Property Management-Grupa Echo Spółka z ograniczoną odpowiedzialnością sp.k., a company fully owned by Echo Investment S.A., to be transferred in July 2016 to EPP.

(c) Echo Investment ACC Grupa Echo Sp z o.o. spółka komandytowa, a company fully owned by Echo Investment S.A.

8.2 Park Rozwoju office complex in Warsaw:

(a) Park Rozwoju III Sp. z o.o. spółka komandytowa, a company fully owned by Echo Investment S.A.

8.3 In respect of the other properties, related party leases include only leases with the property management company, which occupies the office area for the purposes of the property managers.

9. CURRENT STATE OF DEVELOPMENT

There are five properties currently in the process of development, namely Galaxy Shopping Centre in Szczecin and Outlet Park in Szczecin (which form part of the initial portfolio) and A4 Business Park (Phase III), Symetris and O3 (Opolska) Business Campus (which form part of the acquisition portfolio). Details of each development are summarised below. (Sections 13.24 and 13.25).

9.1 Galaxy shopping centre in Szczecin:

(a) The development covers an extension of the existing centre and will add some 15 113 m2 of retail rentable area on two floors. The development is processed under the following administrative decision:

• Building permit no 250/16 dated 3 March 2016.

(b) The development started in March 2013 and the opening is planned for September 2017. At the date of this report, the extended part of the centre is 37.5% let, however the lettings include some relocations from the existing centre.

(c) In terms of the information provided to us, the total development costs are estimated at EUR 28 911 719.48, of which some 19% has been already spent.

9.2 Outlet Park in Szczecin:

(a) The development covers an extension of the existing centre and will add some 3 804.04 m2 of retail rentable area in Phase III and 3 260.45 m2 in Phase IV. The development is processed under the following administrative decision:

• Building permit of Phase IV no 404/16 dated 4 April 2016.

(b) A building permit for Phase III will be applied for in July 2016.

(c) The development of Phase III started in December 2012 and the opening is planned for September 2017. At the date of this report the extended part of the centre is 0% let, however the lettings include some relocations from the older part.

(d) The development of Phase IV started in March 2016 and the opening is planned for December 2016. At the date of this report the extended part of the centre is 100% let, however the lettings include some relocations from the existing centre.

(e) In terms of the information provided to us, the total development costs of Phase III are estimated at EUR 4 013 483, of which some 0.3% has been already spent.

(f) In terms of the information provided to us, the total development costs of Phase IV are estimated at EUR 3 076 589, of which some 16.6% has been already spent.

9.3 A4 Business Park (Phase III) in Katowice:

(a) The development covers the construction of a new building which will be a part of a 3-building office complex. The building will have ca 11 975 m2 thereby increasing the entire complex to ca 30 000 m2. The development is processed under the following administrative decision:

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• Building permit no. 1703/13 dated 30 December 2013.

(b) The development started in 2014 and the opening is planned in the 4th quarter of 2016. At the date of this report, the extended part of the centre is 62% let and the letting includes one tenant.

(c) The construction of the building is nearly finished. The construction costs that still remain to be spent amount to EUR 6 770 693 and include mainly construction & fit-out costs, development finance and professional fees, but exclude developer’s profit which has been assumed in the valuation.

9.4 Symetris office building in Łódź:

(a) The development covers an extension of the existing office building and will add some 9 548 m2 of office rentable area in Phase II. The development is processed under the following administrative decision:

• Building permit of both Phase I and Phase II no WA.IV/255/10 dated 11 June 2010.

(b) A building permit for Phase III will be applied for in June 2016.

(c) The development of Phase I started in 2011 and the opening is planned for August 2016. At the date of this report the extended part of the centre is 31% let.

(d) The development of Phase II will started in June 2016 and the opening is planned for August 2017.

(e) In terms of the information provided to us, the total development costs of Phase I that still remain to be spent amount to EUR 3 588 270 and of Phase II amount to EUR 9 334 969, and include mainly construction & fit-out costs, development finance and professional fees, but exclude developer’s profit which has been assumed in the valuation.

9.5 O3 (Opolska) Business Campus in Kraków:

(a) The development covers a construction of three office buildings, one of which was completed in January 2016. Phase II and Phase III are similar office buildings, which will add some 19 050 m2 of office rentable area in each Phase. The development is processed under the following administrative decision:

• Building permit of whole no 102/2014 dated 16 January 2014.

(b) The development of Phase II started in March 2016 with the opening planned for May 2017. At the date of this report the extended part of the complex is vacant.

(c) The development of Phase III will start in May 2016 with the opening planned for October 2018. At the date of this report the extended part of the complex is vacant.

(d) In terms of the information provided to us, the total budgeted costs of carrying out development of Phase I for Q3 2016 are estimated at EUR 4 389 438.

(e) In terms of the information provided to us, the total development costs of carrying out development of Phase II are estimated at EUR 20 994 194.

(f) In terms of the information provided to us, the total development costs of carrying out development of Phase III are estimated at EUR 24 452 320.

(g) All the costs above include mainly construction & fit-out costs, development finance and professional fees, but exclude developer’s profit which has been assumed in the valuation.

In addition to the above, a redevelopment of the 2nd floor in Galeria Echo in Kielce is planned for the beginning of 2017. The scope of work is to re-arrange part of the area to enlarge the food court area that is currently situated on the 1st floor only.

10. RENTALS USED IN VALUATIONS

Note that all these properties are all generally rented out. The majority of rents are also adjusted annually in line with either the Monetary Union Index of Consumer Prices (“MUICP”) or the European Index of Consumer Prices (“EICP”) for rents denominated in euro (“EUR”) or Polish CPI for rents denominated in local currency – Polish zloty (“PLN”). A number of tenants have minimum indexation of 2%. It is noted that there are no material rental reversions. The following table presents the indexation applied:

Index Year 1 Year 2 Year 3 Year 4 Year 5 From Year 5

Polish CPI 1.30% 2.00% 1.90% 2.10% 2.40% 2.40%MUICP 0.30% 1.40% 1.50% 1.60% 1.80% 1.80%EICP 0.40% 1.34% 1.55% 1.70% 1.78% 1.80%MUICP/EICP min. 2% 2.00% 2.00% 2.00% 2.00% 2.00% 2.00%

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11. EXTERNAL PROPERTY

All of the properties are situated outside the Republic of South Africa. (Section 13.28).

12. OTHER GENERAL MATTERS AND VALUATION SUMMARY (SECTIONS 13.30 AND 13.31)

A full valuation report is available on a property by property basis detailing tenancy, town planning, valuer’s commentary, expenditure and other details. This has been given to the directors of EPP.

13. ALTERNATIVE USE FOR A PROPERTY (13.27)

The properties have been valued in accordance with their existing use which represents their market value. No alternative use for the properties have been considered in determining their value.

14. OTHER COMMENTS

Our valuation excludes any amounts of Value-added Tax, transfer duty, or securities transfer duty. No deductions have been made for the cost of acquisition.

15. CAVEATS

15.1 Source of information and verification (Section 13.23(a)(xiii))

Information on the properties regarding rental income, recoveries, turnovers and other income detail, operating costs budgets, capex plans as well as the schedule of irrecoverable costs has been provided to us by the current owners and managers.

We have received and reviewed copies of leases constituting ca. 55% of total GLA of the portfolio, to cover the leases with anchor tenants and selected smaller tenants. The leases have been read to check against management detail, in order to ensure that management has correctly captured tenant information as per contractual agreement. This has been done to test management information against the underlying agreements.

We have further compared certain expenditures provided to us, to the market norms of similar properties. The operational budget for 2016 have been also compared with historic costs from 2015.

We have been provided with hand-over protocols as well as measurement protocols for selected let units and we have compared them with the rentable areas included in rent-rolls. In total we have checked some 40% of total rentable area of the entire portfolio. In the majority of cases the areas provided in the rent-rolls are an exact match of those presented in the hand-over protocols.

15.2 Full disclosure

This valuation has been prepared on the basis of documentation and information delivered to us by Echo Investment S.A., a shareholder of EPP, upon which we have relied as being correct and complete. We do not accept responsibility for any errors or omissions in information and documentation provided to us.

Our valuations have been undertaken with our best market knowledge and skills upon the conditions listed in paragraph 15.3 below.

15.3 Leases (Section 13.23(a)(ix))

Our valuations have been based on a review of tenancy schedules (which includes the material terms such as current rents and service charge levels, lease term and break options, step rents and rent-free-periods, rentable areas as well as turnover rent percentage index for retail properties) cross-checked against selected tenants’ leases and other pertinent details supplied to us.

We have also analysed the shopping centres’ performance including sales, rent-to-sales ratio, sales density and footfall, as well as other income arising from short-term leases, operational budgets and the level of costs not recovered from tenants.

15.4 Covenant strength

We are not qualified to carry out a detailed analysis of the security offered by tenants. We understand all tenants are required to provide a bank guarantee, mother company guarantee or security deposit. The net value of deposits or guarantees equates to several month’s rent plus service charge.

In our valuations we have made an assumption that tenants are in a financial position to meet their obligations and that, unless otherwise stated, there are no material arrears or breaches of covenant. Our valuation does, however, reflect the type of tenants in occupation and the market’s general perception of their creditworthiness.

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15.5 Interest valued

The assets are held on a mixture of freehold, perpetual usufruct (long-term leasehold in Poland) and leasehold title.

The perpetual books include a number of recorded encumbrances, easements and mortgages. Unless otherwise noted in a particular valuation report, we have assumed there is a good marketable title and that there are no encumbrances or unduly onerous or unusual easements, restrictions, outgoings or conditions likely to have an adverse effect on value.

Please note our valuation does not take into account any mortgage to which the properties may be subject.

15.6 Structural condition

The properties have been valued in their existing state. We have not carried out any structural surveys, nor inspected those areas that are unexposed or inaccessible, neither have we arranged for the testing of any electrical or other services.

15.7 Contamination

The valuation assumes that a formal environmental assessment is not required and further that none of the properties are environmentally impaired or contaminated, unless otherwise stated in our report.

15.8 Town planning (Section 13.23(a)(vi) and (vii))

We have not made formal searches with local planning authorities, but we have relied on the information provided informally by the local planning authority or its officers or those available on the official website of the cities’ authorities. Full town planning details and title deeds have been supplied in the detailed valuation reports, including conditions.

We have not identified any contravention of any statutory regulation, or town planning or contravention of title deed relating to any of the properties which infringement could decrease the value of the properties.

16. MARKET VALUE

We are of the opinion that the aggregate market value of the properties as at 30 June 2016 is EUR 1 461 500 000 (excluding VAT). This comprises an aggregate market value of the initial portfolio as at 30 June 2016 of EUR 1 209 600 000 (excluding VAT) and an aggregate market value of the acquisition portfolio as at 30 June 2016 of EUR 251 900 000 (excluding VAT). This valuation includes the Warsaw retail development site, valued at EUR 102 000 000 and which is subject to substantial redevelopment, and properties within the acquisition portfolio that are in the process of development and not yet fully let. A summary of the individual valuations and details of each of the properties is attached.

To the best of our knowledge and belief there have been no material changes in circumstances between the date of the valuation and the date of the valuation report which would affect the valuation.

Each of us has more than 10 years of experience in the valuation of all nature of property and we are qualified to express an opinion on the fair market value of the properties.

We trust that we have carried out all instructions to your satisfaction and thank you for the opportunity of undertaking this valuation on your behalf.

Yours faithfully,on behalf of Savills Advisory Services Limited

Kamil Kowa MRICS no. 1291664RICS Registered ValuerZłota 59, 00 – 120 Warsaw, Poland

Karina Szafrańska MRICS no. 1286930RICS Registered ValuerZłota 59, 00 – 120 Warsaw, Poland

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ping

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ntre

2016

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24Fr

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ce

build

ing

2016

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20R

PU/fr

eeho

ldN

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271

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5M

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Serv

ices

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ulti-

fam

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rk R

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build

ing

2016

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24Fr

eeho

ld/R

PUN

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058

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571

Mas

ter p

lan:

the

site

is de

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for

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lic

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der

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ePh

ysic

al a

ddre

ss

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lega

l de

scri

ptio

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rf

num

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1

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erty

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scri

ptio

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d us

e

Valu

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insp

ecti

on d

ate

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hold

/Le

aseh

old

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re o

f le

aseh

old

Ren

tabl

ear

ea (G

LA)

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roxi

mat

e a

ge o

f b

uild

ing

(yea

rs)

Zon

ing,

tow

n pl

anni

ng a

nd

stat

utor

y co

ntra

vent

ion

(i

f any

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Ass

umed

per

petu

al v

oid/

vaca

ncy

2

Inco

me

proj

ecti

on

(EU

R) f

or th

e pe

riod

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ly

2016

to 3

0 Ju

ne 2

017

Valu

atio

n a

s at

30 Ju

ne 2

016

(EU

R)

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est G

ate

Wro

cław

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tnic

za 1

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3553

0/9

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ce

build

ing

2016

/05/

27R

PUN

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532

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1M

aste

r pla

n:

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mer

cial

/Offi

ce0.

0%2

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708

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00 0

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tra

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e, A

l. So

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i 36

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ce

build

ing

2016

/05/

25R

PUN

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269

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959

Dev

elop

men

t stu

dy: m

ainl

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r ur

ban

met

ropo

litan

se

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nctio

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ted

outsi

de o

f th

e ci

ty c

entre

and

pa

rtly

for g

reen

ar

eas

0.0%

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in

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gen

Szcz

ecin

, M

alcz

ewsk

iego

26

SZ1S

/001

0873

3/6

Offi

ce

build

ing

2016

/05/

23R

PUN

/A13

823

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6M

aste

r pla

n:

Serv

ices

0.0%

1 98

1 77

528

000

000

Tota

l57

890

920

930

020

000

1.

Perp

etua

l boo

k nu

mbe

r2.

N

o pe

rpet

ual v

acan

cy h

as b

een

assu

med

, in

line

with

mar

ket p

ract

ice

and

evid

ence

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olan

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115

PR

OPE

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IES

IN T

HE

PR

OC

ESS

OF

DEV

ELO

PM

ENT

No

Prop

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na

me

Phys

ical

ad

dres

s

Reg

iste

red

lega

l de

scri

ptio

n (E

rf

num

ber)

1

Prop

erty

de

scri

ptio

n an

d us

e

Valu

er’s

insp

ecti

on

date

Free

hold

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aseh

old

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re o

f le

aseh

old

Ren

tabl

ear

ea (G

LA)

(m²)

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ing,

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n pl

anni

ng a

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stat

utor

y co

ntra

vent

ion

(i

f any

)

Esti

mat

ed

cost

of

carr

ying

out

de

velo

pmen

t

Inco

me

proj

ecti

on

for

the

peri

od 1

July

20

16 to

30

June

20

17

(EU

R)

Valu

atio

n as

at

30 Ju

ne

2016

(E

UR

)

Estim

ated

va

lue

afte

r de

velo

pmen

t co

mpl

eted

Esti

mat

ed

valu

e af

ter

com

plet

ion

and

lett

ing

of p

rope

rty

Plan

ning

pe

rmis

sion

ob

tain

ed

(Y/N

) an

d da

te

perm

issi

on

rece

ived

Expe

cted

da

te o

f co

mpl

etio

n

1G

alax

ySz

czec

in, A

l. W

yzw

olen

ia

18-2

0

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1/3

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6/9

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/001

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2/6

Shop

ping

ce

ntre

2016

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23Fr

eeho

ld/

RPU

N/A

56 3

34.1

2M

aste

r Pla

n: se

rvic

e ar

ea in

clud

ing

com

mer

ce se

rvic

e of

th

e sa

les a

rea

abov

e 2,

000

m2

EU

R28

911

719

12

057

355

210

400

000

245

900

000

246

200

000

Y, 2

016-

03-

0320

17

Sept

embe

r

2O

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t Par

k[2]

Szcz

ecin

, ul.

Stru

ga 4

2SZ

1S/0

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1S/0

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4SZ

1S/0

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0210

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3

Shop

ping

ce

ntre

– o

utle

t

2016

/05/

23R

PUN

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205

.98

Mas

ter p

lan:

com

mer

cial u

ses

supp

lemen

ted

by

war

ehou

se an

d in

dustr

ial, o

n pa

rt all

owed

com

mer

cial

sche

mes

with

sales

ar

ea ab

ove 2

000

m²

Phas

e II

I –

EUR

4 01

3 48

3

4 45

3 55

069

180

000

76 2

80 0

0076

280

000

phas

e II

I – N

phas

e II

I –

2017

Se

ptem

ber

phas

e IV

–

EUR

3 0

76 5

89

phas

e IV

– Y

, 20

16-0

4-04

phas

e IV

–

2016

D

ecem

ber

3aSy

met

ris

Łódź

–

Phas

e I

Łódź

, Pi

łsuds

kieg

o 86

LD1M

/000

9612

9/3

Offi

ce

build

ing

2016

/05/

23R

PU

9 44

8.8

Cur

rent

ly

pred

omin

antly

offi

ce

and

serv

ices

. Mas

ter

plan

bei

ng p

repa

red.

EUR

3

588

270

164

606

15

700

000

19 6

00 0

00

21 0

00 0

00

2010

-06-

11Au

gust

2016

3bSy

met

ris

Łódź

–

Phas

e II

Łódź

, Pi

łsuds

kieg

o 86

LD1M

/000

9612

9/3

Offi

ce

build

ing

2016

/05/

23R

PU

9 54

8.1

Cur

rent

ly

pred

omin

antly

offi

ce

and

serv

ices

. Mas

ter

plan

bei

ng p

repa

red

EUR

9

334

969

–

8 50

0 00

0 1

9 70

0 00

0 2

1 20

0 00

0 20

10-0

6-11

Augu

st 20

17

4A4

Bus

ines

s Pa

rk –

Ph

ase

III

Kat

owic

e, u

l. Fr

ancu

ska

42-4

4

KA1

K/0

0039

091/

8,K

A1K

/000

7973

2/6,

KA1

K/0

0127

049/

3

Offi

ce

build

ing

2016

/06/

31Fr

eeho

ld/

RPU

N/A

11 9

75M

aste

r pla

n: th

e sit

e is

desig

nate

d fo

r se

rvic

es a

nd p

ublic

str

eet a

rea

unde

r sy

mbo

ls: U

and

K

DZ

, res

pect

ivel

y

EUR

6

770

693

192

746

16 4

00 0

00 2

5 10

0 00

0 2

5 80

0 00

0Y,

201

3-12

-30

5W

arsa

w re

tail

deve

lopm

ent

site

War

saw,

ul.

Tow

arow

a 22

WA4

M/0

0347

185/

9W

A4M

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8638

7/0

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M/0

0390

231/

3W

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4192

2/7

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M/0

0441

923/

4W

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2745

4/9

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M/0

0192

534/

9W

A4M

/001

9253

5/6

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M/0

0192

537/

0W

A4M

/004

4430

0/2

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M/0

0444

301/

9W

A4M

/003

4561

3/5

WA4

M/0

0448

077/

7

Dev

elopm

ent

site

– com

mer

cial/

resid

entia

l use

–

zoni

ng

bein

g ch

ange

d fo

r re

tail

2016

/04/

07R

PUN

/Aat

leas

t 25

0.60

0 m

² of

com

mer

cial/

resid

entia

l sp

ace

Cur

rent

ly

pred

omin

antly

offi

ce

and

resid

entia

l. M

aste

r pla

n be

ing

prep

ared

– p

lann

ed

chan

ge to

shop

ping

ce

ntre

.

N/A

– v

alue

d vi

a sa

les

com

paris

on

appr

oach

N/A

–

valu

ed a

s de

velo

pmen

t sit

e

102

000

000

N/A

– si

te

valu

ed

acco

rdin

g to

cu

rren

t zo

ning

, as t

he

plan

ned

date

of

ado

ptio

n of

th

e ne

w

mas

ter p

lan

is un

cert

ain

N/A

– v

alue

d vi

a sa

les

com

paris

on

appr

oach

as a

de

velo

pmen

t sit

e (o

ffice

/re

siden

tial

use)

NN

/A –

as t

he

date

of

adop

tion

of

the

new

m

aste

r pla

n is

unce

rtai

n

116

No

Prop

erty

na

me

Phys

ical

ad

dres

s

Reg

iste

red

lega

l de

scri

ptio

n (E

rf

num

ber)

1

Prop

erty

de

scri

ptio

n an

d us

e

Valu

er’s

insp

ecti

on

date

Free

hold

/Le

aseh

old

Tenu

re o

f le

aseh

old

Ren

tabl

ear

ea (G

LA)

(m²)

Zon

ing,

tow

n pl

anni

ng a

nd

stat

utor

y co

ntra

vent

ion

(i

f any

)

Esti

mat

ed

cost

of

carr

ying

out

de

velo

pmen

t

Inco

me

proj

ecti

on

for

the

peri

od 1

July

20

16 to

30

June

20

17

(EU

R)

Valu

atio

n as

at

30 Ju

ne

2016

(E

UR

)

Estim

ated

va

lue

afte

r de

velo

pmen

t co

mpl

eted

Esti

mat

ed

valu

e af

ter

com

plet

ion

and

lett

ing

of p

rope

rty

Plan

ning

pe

rmis

sion

ob

tain

ed

(Y/N

) an

d da

te

perm

issi

on

rece

ived

Expe

cted

da

te o

f co

mpl

etio

n

6aO

3 (O

polsk

a)

Busin

ess

Cam

pus

– Ph

ase

I

Kra

ków,

ul.

Opo

lska

114

KR

1P/0

0210

151/

3K

R1P

/002

3623

9/2

Offi

ce

build

ing

2016

-06-

31R

PU19

095

.0M

aste

r pla

n:

com

mer

cial

use

s, in

clud

ing

offic

es, c

ar

park

s and

reta

il de

velo

pmen

t

Phas

e I

– EU

R

4 3

89 4

38

498

010

37 6

00 0

00

37 6

00 0

00

44

000

000

Y,20

14-0

1-16

–

6bO

3 (O

polsk

a)

Busin

ess

Cam

pus

– Ph

ase

II

Kra

ków,

ul.

Opo

lska

114

KR

1P/0

0210

151/

3K

R1P

/002

3623

9/2

Offi

ce

build

ing

2016

-06-

31R

PU19

095

.0M

aste

r pla

n:

com

mer

cial

use

s, in

clud

ing

offic

es, c

ar

park

s and

reta

il de

velo

pmen

t

Phas

e II

–

EUR

20

994

194

–

16 1

00 0

00

41 5

00 0

00

44

900

000

Y,20

14-0

1-16

Phas

e II

–

May

201

7

6cO

3 (O

polsk

a)

Busin

ess

Cam

pus

– Ph

ase

III

Kra

ków,

ul.

Opo

lska

114

KR

1P/0

0210

151/

3K

R1P

/002

3623

9/2

Offi

ce

build

ing

2016

-06-

31R

PU19

095

.0M

aste

r pla

n:

com

mer

cial

use

s, in

clud

ing

offic

es, c

ar

park

s and

reta

il de

velo

pmen

t

Phas

e II

I –

EUR

24

452

320

Phas

e II

I –

Oct

ober

20

18

–

10

800

000

41 5

00 0

00

44

900

000

Y,20

14-0

1-16

7Tr

yton

Bu

sines

s H

ouse

Gda

ńsk,

Jana

z K

olna

11

GD

1G/0

0061

885/

5,

GD

1G/0

0174

451/

9O

ffice

bu

ildin

g20

16/0

6/27

Free

hold

/R

PU

23 6

76.2

Mas

ter P

lan:

it is

de

signa

ted

for

serv

ices

und

er

sym

bol 0

01-U

33 a

s w

ell a

s roa

d in

frastr

uctu

re (u

nder

sy

mbo

l 005

-KD

83)

supp

ortin

g th

e m

ain

desig

natio

n

1

7 41

3 4

4 80

0 00

0 44

800

000

5

2 20

0 00

0

Tot

al

17 3

83 6

8053

1 48

0 00

065

3 98

0 00

067

8 48

0 00

0

1.

Perp

etua

l boo

k nu

mbe

r2.

Ac

cord

ing

to th

e cu

rren

t zon

ing,

we

belie

ve a

t lea

st 25

0,60

0 m

2 of l

etta

ble/

sale

able

are

a ca

n be

dev

elop

ed o

n th

e sit

e, a

ssum

ing

a m

ix o

f com

mer

cial

(offi

ce a

nd a

ssoc

iate

d se

rvic

es) a

nd re

siden

tial u

ses.

The

inte

ntio

n of

EPP

, ho

wev

er, i

s to

chan

ge th

e de

signa

tion

of th

e sit

e to

bui

ld a

larg

e-sc

ale

reta

il sc

hem

e of

ca.

110

000

m2 o

f GLA

Not

e: V

alue

s of O

utle

t Par

k in

clud

e M

arke

t Val

ue o

f exc

ess l

and

of E

UR

880

000

117

Ann

exur

e 11

DE

TAIL

S O

F A

CQ

UIS

ITIO

NS

AN

D V

EN

DO

RS

The

imm

ovab

le p

rope

rtie

s, su

bsid

iarie

s an

d in

vestm

ents

acqu

ired

by t

he g

roup

sin

ce in

corp

orat

ion

of t

he c

ompa

ny a

nd im

mov

able

pro

pert

ies,

subs

idia

ries

and

inve

stmen

ts to

be

acqu

ired

are

deta

iled

in th

e ta

ble

belo

w, in

clud

ing

the

nam

es a

nd a

ddre

sses

of t

he v

endo

rs o

f the

imm

ovab

le p

rope

rtie

s and

/or s

ecur

ities

pur

chas

ed b

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P an

d/or

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1 01

4 48

5

Not

es:

1.

Echo

’s be

nefic

ial s

hare

hold

ers a

re P

acifi

c In

vestm

ent M

anag

emen

t Com

pany

LLC

(PIM

CO

), O

aktre

e an

d G

riffin.

2.

As th

e in

itial

pro

pert

y po

rtfo

lio w

as a

cqui

red

by E

PP th

roug

h its

acq

uisit

ion

of 1

00%

of t

he in

vestm

ent c

ertifi

cate

s in

each

of F

orum

XX

IX a

nd F

orum

XX

XIV

, no

purc

hase

pric

e pe

r pro

pert

y ha

s bee

n as

crib

ed. E

PP is

sued

46

458

998

ord

inar

y sh

ares

to E

cho

in c

onsid

erat

ion

for t

he in

vestm

ent c

ertifi

cate

s in

Foru

m X

XIX

and

165

511

404

ord

inar

y sh

ares

to E

cho

in c

onsid

erat

ion

for t

he in

vestm

ent c

ertifi

cate

s in

Foru

m X

XX

IV.

3.

No

good

will

or i

ntan

gibl

e as

sets

wer

e ac

quire

d in

acq

uirin

g th

e in

itial

pro

pert

y po

rtfo

lio.

4.

All o

f the

pro

pert

ies c

ompr

ising

the

initi

al p

rope

rty

port

folio

wer

e de

velo

ped

by E

cho.

118

TH

E AC

QU

ISIT

ION

PO

RT

FOLI

O

No

Nam

e an

d na

ture

of t

he a

sset

to

be

acqu

ired

Enti

ty w

hich

will

ac

quir

e th

e as

set

Nam

e of

ve

ndor

Add

ress

of v

endo

r

Ant

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ated

da

te o

f ac

quis

ition

(2

016)

Loan

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nce

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isit

ion

Con

side

rati

on

(R) I

ssue

of

secu

riti

esC

ash

port

ion

(EU

R)

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arsa

w re

tail

deve

lopm

ent

site

New

Co

Grif

fin00

-582

War

saw,

al J

ana

Chr

istia

na S

zuch

a 6

Con

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–84

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–

–

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ines

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seSP

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and

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ase

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ris B

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ess P

ark

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ase

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lled

by

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m X

XIX

Echo

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ielc

e, a

l. So

lidar

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i 36,

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and

1 D

ecem

ber

20 8

20 0

0013

100

000

Not

es:

1.

Echo

’s be

nefic

ial s

hare

hold

ers a

re P

IMC

O, O

aktre

e an

d G

riffin.

Det

ails

of th

e be

nefic

ial s

hare

hold

ers o

f Griffi

n ar

e no

t ava

ilabl

e, a

lthou

gh it

is n

oted

that

Mac

iej D

yjas

and

Neb

il Se

nman

are

indi

rect

ben

efici

al sh

areh

olde

rs.

2.

EPP

will

effe

ctiv

ely

acqu

ire 7

0% o

f the

War

saw

reta

il de

velo

pmen

t site

, thr

ough

the

acqu

isitio

n of

70%

of t

he is

sued

shar

e ca

pita

l of N

ewC

o. N

ewC

o w

ill a

cqui

re th

e W

arsa

w re

tail

deve

lopm

ent s

ite fr

om G

riffin.

The

purc

hase

pr

ice

refle

cted

for t

he W

arsa

w re

tail

deve

lopm

ent s

ite a

ccor

ding

ly re

flect

s 70%

ow

ners

hip

only.

3.

No

good

will

or i

ntan

gibl

e as

sets

will

be

acqu

ired

in a

cqui

ring

the

acqu

isitio

n po

rtfo

lio.

4.

Prop

ertie

s nu

mbe

r 2

– 5

in t

he a

bove

tab

le w

ere

deve

lope

d by

Ech

o. E

cho

will

esta

blish

New

Co

by 1

Dec

embe

r 20

16, w

ith N

ewC

o in

tend

ing

to a

cqui

re t

he W

arsa

w r

etai

l dev

elop

men

t sit

e on

1 D

ecem

ber

2016

for

EU

R 1

20 0

00 0

00. Th

e am

ount

of E

UR

84

000

000

men

tione

d at

1 in

the

tabl

e ab

ove

repr

esen

ts 70

% o

f the

pur

chas

e pr

ice

paya

ble

by E

PP.

119

Annexure 12

ROFO PROJECTS

Property name Sector LocationExpected date of completion

GLA (m2)

Fully let NOI (EUR ‘000)

1a O3 Business Campus I Office Krakow Complete 19 095 3.21b O3 Business Campus II Office Krakow May-17 19 095 3.21c O3 Business Campus III Office Krakow Oct-18 19 095 3.22. Sagittarius Office Wroclaw Oct-17 24 900 4.43. Kosciuszki Retail Katowice Mar-18 44 700 9.04a Symetris Business Park I Office Lodz Aug-16 9 449 1.64b Symetris Business Park II Office Lodz Aug-17 9 548 1.65. A4 Business Park III Office Katowice Oct-16 11 975 2.06. Nobilis Business House Office Wroclaw Mar-16 16 900 2.97. Tryton Business House Office Gdansk Complete 23 676 3.8

Total 198 443 34.9

120

Annexure 13

FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF THE EPP GROUP

Set out below are the forecast statements of comprehensive income of the EPP group (“forecasts”) for the period from incorporation to 31 December 2016 and the year ending 31 December 2017 (“forecast periods”).

The forecasts include actual figures from incorporation to 31 May 2016 and forecast figures for the remainder of the forecast periods.

The forecasts, including the assumptions on which they are based and the financial information from which they are prepared, are the responsibility of the directors of EPP. The forecasts must be read in conjunction with the independent reporting accountants’ limited assurance report, which is presented in Annexure 14.

The forecasts have been prepared in compliance with IFRS and in accordance with EPP’s accounting policies as set out in Annexure 20.

EUR’000

Forecast for the period from

incorporation to 31 Dec 2016

Forecast for the year ending

31 Dec 2017

Property portfolio 95 199 126 375

Rental income and recoveries 94 007 125 791Straight-line lease income adjustments 1 192 584

Property operating expenses (29 911) (36 897)

Net rental and related income 65 288 89 478Other income 1 239 327Other expenses (1 484) (455)Administrative expenses (9 614) (8 143)

Profit from operations 55 428 81 207Finance income 334 135Accelerated amortisation of debt fee (5 860) – Finance costs (19 704) (17 418)Foreign exchange losses (8 545)

Profit before fair value adjustments 21 653 63 924Fair value adjustments 5 216 (3 284)

Profit before taxation 26 869 60 640Taxation 40 422 (100)

Net profit 67 291 60 540

Attributable to:Equity holders of EPP 67 291 60 540Non-controlling interests – –

121

Reconciliation between earnings and headline earnings and distributable earnings

EUR’000


incorporation to 31 Dec 2016


31 Dec 2017

Profit for the year attributable to shareholders 67 291 60 540Change in fair values of investment properties (5 216) 3 284

Headline earnings 62 075 63 824Straight-line lease income adjustments (1 192) (584)Amortisation of debt structuring fee (net of taxation) 335 555Prepaid rental income (168) (287)Deferred tax on restructuring (41 180) – Accelerated amortisation of debt fee 5 860 – Foreign exchange losses 8 545 –

Distributable earnings 34 275 63 507

Estimated distributable earnings for the period to 31 August 2016* 16 282Estimated distributable earnings for the period 1 September to 31 December 2016 17 993

Forecast dividend for the period to 31 August 2016 (cents) 2.43*Forecast dividend for the period 1 September to 31 December 2016 (cents) 3.07* As per paragraph 29.1 of the pre-listing statement, on 11 August 2016, the general meeting of shareholders declared as a dividend, from the distributable earnings, an amount equivalent to the 100% of the company’s cash available and deriving from the profits from operating attributable to the shareholders for the period commencing 4 January 2016 and ending on 31 August 2016 (the “specified period”) (“the clean-out dividend”), payable as soon as reasonably possible following the determination of the quantum thereof and pro rata to only those shareholders as at the date immediately prior to the JSE listing. The estimated dividend amount is EUR 12 482 478 that shall be finally determined by the board (or any nominated sub-committee of the board).For the avoidance of doubt, the private placement shares will be issued ex entitlement to the clean-out dividend.

Number of shares in issue 585 999 169 585 999 169Weighted average number of shares in issue 468 298 631 585 999 169Basic and diluted earnings per share (cents) 14.37 10.33Headline earnings per share (cents) 13.26 10.89Distributable income per share (before withholding tax of 5%) (cents) 5.85 10.84Distributable income per share (after withholding tax of 5%) (cents) 5.56 10.30Annualised yield on shares based on EUR 1.45 per price placement share (before withholding tax) 7.5%Annualised yield on shares based on EUR 1.45 per price placement share (after withholding tax of 5%) 7.1%

An analysis of rental income is set out below:


incorporation to 31 December

2016 (%)


31 December 2017 (%)

Contractual/uncontractual revenue split by rental income:% contracted rental revenue 96.2 88.6% short-term rental revenue – –% near-contracted rental revenue 0.7 7.3% uncontracted rental revenue 3.1 4.1

100.0 100.0

122

The forecasts incorporate the following material assumptions in respect of revenue and expenses that can be influenced by the directors:

1. EPP’s management forecasts for the period ending 31 December 2016 and the year ended 31 December 2017 are based on information derived from the previous property managers, historical information and work performed by the independent property valuer.

2. EPP will not acquire or dispose of any properties during the period of the forecasts other than those being acquired or disposed of in terms of the transactions.

3. Contracted revenue is based on existing lease agreements.

4. All existing lease agreements are valid.

5. Turnover rental (rental income based on the actual turnover of the tenant) has only been forecast for those tenants who have previously been subject to turnover rental clauses.

6. Current vacant space has been forecast on a property-by-property basis and has been assumed to remain vacant unless it is deemed probable that such space will be let.

7. Leases expiring during the forecast periods have been forecast on a lease-by-lease basis, and in circumstances where discussion with the lessee has proven positive, are forecast to be let at current market rates. Income is only recognised to the extent that the discussions support the level of rental income.

8. EPP management’s forecast property operating expenditure has been determined based on their review of historical expenditure, where available, and discussion with the property managers. There are no material changes of 15% or more between the historical and forecast property operating expenditure for each material property operating expenditure item.

9. As per the ROFO agreement in Annexure 7, should Echo directly or indirectly dispose of the shares in the ROFO SPV’s EPP will be paid 25% of the proceeds of such disposal and all of EPP’s rights under the ROFO agreements will be assigned to the new direct or indirect owner of the ROFO. Since EPP exercised its right to acquire four of the ROFO assets, EPP’s purchase price effectively comprised 75% of the value of the ROFO assets.

10. Distributable earnings and the reconciliation of earnings and headline earnings to distributable earnings is not an IFRS measure, but rather a best practice of the property industry.

11. Revenue from the Warsaw retail development relating to a shopping centre on the site that will be demolished within the next few months has not been included in the forecast. The leases are short term in nature and tenants are rapidly vacating in preparation for the impending demolition.

12. Any loans maturing in the forecast period will be assumed to be refinanced at similar rates.

13. EPP will introduce a long-term incentive programme for the first five consecutive years of Hadley Dean’s appointment, under which he will be allocated EPP share options or similar instruments as further detailed in Annexure 5. The cost of this programme has not been included in the forecast as the details of the programme are yet to be finalised.

The forecasts incorporate the following material assumptions in respect of revenue and expenses that cannot be influenced by the directors:

1. Total borrowings of EUR 795 750 327 of which 100% is assumed to be fixed from 1 September 2016 at an average cost of debt of 1.9%.

2. There will be no unforeseen economic factors that will affect the lessees’ liabilities to meet their commitments in terms of existing lease agreements.

3. Recoveries are based on current lease agreements.

4. The forecasts have been prepared on an aggregated basis.

123

Annexure 14

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE FORECAST STATEMENTS OF COMPREHENSIVE INCOME OF THE EPP GROUP

The DirectorsEcho Polska Properties N.V.Prins Bernhardplein 2001097 JB AmsterdamThe Netherlands

INDEPENDENT REPORTING ACCOUNTANT’S REPORT ON THE FORECAST STATEMENT OF COMPREHENSIVE INCOME OF THE ECHO POLSKA PROPERTIES N.V. GROUP

Report on the identified property forecast information

We have undertaken a reasonable assurance engagement in respect of the accompanying property forecast of Echo Polska Properties N.V. for the years ending 31 December 2016 and 31 December 2017 as set out in Annexure 13 on pages 120 to 122 of the pre-listing statement, comprising the forecast statement of comprehensive income (the “Forecast Information”), as required by paragraph 13.15 of the JSE Limited (“JSE”) Listings Requirements.

We have also undertaken a limited assurance engagement in respect of the Directors’ assumptions used to prepare and present the Forecast Information, disclosed in the notes to the Forecast Information, as required by paragraph 13.15 of the JSE Listings Requirements.

Directors’ responsibility for the forecast information and for the assumptions used to prepare the forecast information

The Directors are responsible for the preparation and presentation of the Forecast Information and for the reasonableness of the assumptions used to prepare the Forecast Information as set out in the notes to the Forecast Information in accordance with paragraphs 13.12-13.14 of the JSE Listings Requirements (“JSE Listings Requirements for Forecast Information”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Forecast Information on the basis of those assumptions that is free from material misstatement, whether due to fraud or error.

Inherent limitations

Actual results are likely to be different from the Forecast Information since anticipated events frequently do not occur as expected and the variation may be material. Consequently, readers are cautioned that this forecast may not be appropriate for purposes other than described in the purpose of the report paragraph below.

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors (“IRBA Code”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (Part A and B).

The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Limited assurance engagement on the reasonableness of the Directors’ assumptions

Reporting accountant’s responsibility

Our responsibility is to express a limited assurance conclusion on whether anything has come to our attention that causes us to believe that the assumptions do not provide a reasonable basis for the preparation and presentation of the Forecast Information in accordance with the JSE Listings Requirements for Forecast Information, based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (“ISAE”) 3400, The Examination of Prospective Financial Information (“ISAE 3400”), issued by the International Auditing and Assurance Standards Board. That standard requires that we plan and perform this engagement

124

to obtain limited assurance about whether the Directors’ assumptions provide a reasonable basis for the preparation and presentation of the Forecast Information.

A limited assurance engagement undertaken in accordance with ISAE 3400 involves assessing the source and reliability of the evidence supporting the Directors’ assumptions. Sufficient appropriate evidence supporting such assumptions would be obtained from internal and external sources including consideration of the assumptions in the light of historical information and an evaluation of whether they are based on plans that are within the entity’s capacity. A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.

The procedures we performed were based on our professional judgement and included inquiries, observations of processes performed, inspection of documents, analytical procedures, evaluating the reasonableness of best-estimate assumptions and agreeing or reconciling with underlying records.

Our procedures included evaluating the Directors’ best-estimate assumptions on which the Forecast Information is based for reasonableness.

The procedures performed in a limited assurance engagement vary in nature from, and are less in extent than for, a reasonable assurance engagement. As a result, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion about whether the Directors’ assumptions provide a reasonable basis for the preparation and presentation of the Forecast Information.

Limited assurance conclusion on the reasonableness of the Directors’ assumptions

Based on the procedures we have performed and evidence we have obtained, nothing has come to our attention that causes us to believe that the Directors’ assumptions do not provide a reasonable basis for the preparation and presentation of the Forecast Information for the years ending 31 December 2016 and 31 December 2017.

Reasonable assurance engagement on the Forecast Information

Reporting accountants’ responsibility

Our responsibility is to express an opinion based on the evidence we have obtained about whether the Forecast Information is properly prepared and presented on the basis of the Directors’ assumptions disclosed in the notes to the Forecast Information (the “Assumptions”) and in accordance with the JSE Listings Requirements for Forecast Information. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements (“ISAE”) 3400, The Examination of Prospective Financial Information (“ISAE 3400”), issued by the International Auditing and Assurance Standards Board. That standard requires that we plan and perform this engagement to obtain reasonable assurance about whether such Forecast Information is properly prepared and presented on the basis of the Directors’ assumptions disclosed in the notes to the Forecast Information and in accordance with the JSE Listings Requirements for Forecast Information.

A reasonable assurance engagement in accordance with ISAE 3400 involves performing procedures to obtain evidence that the Forecast Information is properly prepared and presented on the basis of the Assumptions and in accordance with the JSE Listings Requirements for Forecast Information. The nature, timing and extent of procedures selected depend on the reporting accountant’s judgement, including the assessment of the risks of material misstatement, whether due to fraud or error, of the Forecast Information. In making those risk assessments, we considered internal control relevant to Echo Polska Properties N.V.s preparation and presentation of the Forecast Information.

Our procedures included:• inspectingwhethertheForecastInformationisproperlypreparedonthebasisoftheassumptions;• inspectingwhethertheForecastInformationisproperlypresentedandallmaterialassumptionsareadequatelydisclosed,

including a clear indication as to whether they are best-estimate assumptions; and• inspectingwhethertheforecaststatementofcomprehensiveincomeispreparedonaconsistentbasiswiththehistorical

financial statements, using appropriate accounting policies.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion on the Forecast Information

In our opinion, the Forecast Information is properly prepared and presented on the basis of the assumptions and in accordance with the JSE Listings Requirements for Forecast Information for the years ending 31 December 2016 and 31 December 2017.

125

Purpose of the report

This report has been prepared for the purpose of satisfying the requirements of paragraph 13.15 of the JSE Listings Requirements and for no other purpose.

Report on other legal and regulatory requirements

In accordance with our responsibilities set out in the JSE Listings Requirements, paragraph 13.15(b), we have performed the procedures set out therein. If, based on the procedures performed, we detect any exceptions, we are required to report those exceptions. We have nothing to report in this regard.

Ernst & Young Inc.Director: Rohan Mahendra Adhar BaboolalReporting Accountant SpecialistRegistered AuditorChartered Accountant (SA)29 August 2016

126

Annexure 15

CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE EPP GROUP

Set out below is the consolidated pro forma statement of financial position of the EPP group based on the audited statement of financial position of EPP as at 4 January 2016 (the date of incorporation of the company). The consolidated pro forma statement of financial position has been prepared to reflect the financial position of the EPP group after adjusting for the acquisition of the FIZ entities, the debt refinancing, the Redefine transaction and subsequent revaluation of the property assets, the acquisition of EPP Property Management and EPP Facility Management and related holding structures, the ROFO acquisition, issuance of shares to Hadley Dean and subsequent fair value adjustments, the prepayment for the Warsaw retail development, the JSE listing and the private placement (collectively, “the adjustments”), on the assumption that the adjustments took place on 4 January 2016 and on the basis set out in the notes to the consolidated pro forma statement of financial position below.

The consolidated pro forma statement of financial position is the responsibility of the directors of EPP and has been prepared for illustrative purposes to illustrate the effects of the adjustments on EPP’s financial position at 4 January 2016. Due to the nature of the consolidated pro forma statement of financial position, it may not give a fair reflection of the financial position, changes in equity, results of operations or cash flows of EPP after the adjustments.

The independent reporting accountant’s report on the consolidated pro forma statement of financial position is set out in Annexure 16. The independent reporting accountants’ review report on the value and existence of O3 Business Park, A4 Business Park, Tryton Business House and Symetris Business Park, being the properties numbered 2 to 5 in Annexure 9 and forming part of the acquisition portfolio, is set out in Annexure 17. The statements of financial position of the FIZs, as at 31 December 2015 and reported on in terms of ISA 805 are available for inspection as detailed in paragraph 42 of the circular.

The consolidated pro forma financial information has been prepared in terms of IFRS, The Guide on Pro forma Financial Information issued by SAICA and the accounting policies of the company set out in Annexure 19.

127

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131

1. The “Before” financial information has been extracted without adjustment from the audited financial statements of EPP as at incorporation which is set out in Annexure 18. The financial statements of EPP as at incorporation was audited by EY Inc. who issued an ISA 700 report on the financial statements.

2. The financial information has been extracted without adjustment from the audited special purpose combined financial statements of Forum XXIX FIZ as at 31 December 2015 and translated into EUR at an exchange rate of EUR 1.00:PLN 4.2615. The special purpose combined financial statements of Forum XXIX FIZ as at 31 December 2015 was audited by EY Inc who issued a qualified ISA 805 opinion only in respect of the opening balances of these special purpose combined financial statements.

3. The financial information has been extracted without adjustment from the audited special purpose combined financial statements of Forum XXXIV FIZ as at 31 December 2015 and translated into EUR at an exchange rate of EUR 1.00:PLN 4.2615. The special purpose combined financial statements of Forum XXXIV FIZ as at 31 December 2015 was audited by EY Inc. who issued a qualified ISA 805 opinion only in respect of the opening balances of these special purpose combined financial statements.

4. These adjustments comprise:(a) the issue of 46 458 998 shares by EPP at EUR 1 per share thereby increasing share capital by EUR 46 458 998; and(b) the acquisition of Forum XXIX FIZ which indirectly owns an office property portfolio.

5. These adjustments comprise:(a) the issue of 165 511 404 shares by EPP at EUR 1 per share thereby increasing share capital by EUR 165 511 404; and(b) the acquisition of Forum XXXIV FIZ which indirectly owns a retail property portfolio.

6. These consolidation adjustments (a to c) represent the consolidation of Forum XXIX FIZ and Forum XXXIV FIZ in terms of IFRS 3 Business Combinations and the subsequent tax organisation of the entities (d)(a) the elimination of the investment in Forum XXIX FIZ and Forum XXXIV FIZ;(b) the elimination of the share capital;(c) the elimination of pre-acquisition earnings; and(d) the elimination of the deferred tax assets and liabilities previously recognised following tax reorganisation of the subsidiary entities holding real estate

becoming tax transparent.7. These adjustments comprise:

(a) the refinancing of the existing bank loan in amount of EUR 637 017 000 and draw down of the new bank debt of EUR 709 990 000 (less amortised cost adjustment of EUR 5 363 000); and

(b) the repayment of the existing intra-group loans payable in amount of EUR 343 246 000 and receipt of the existing intra-group loans receivable in amount of EUR 16 857 000.

8. These adjustments comprise:(a) the issue of 302 038 402 shares by Echo Polska Properties N.V. at EUR 1.00 per share thereby increasing share capital by EUR 268 659 000 less

transaction costs of EUR 6 381 000;(b) the payment of the preferred dividend to Echo Investment SA of EUR 9 775 000; and(c) the granting the intra-group loans to subsidiaries of Echo Investment S.A. of EUR 23 412 000 as an advance for the purpose of ROFO transaction

(see Annexure 7).9. Represents the revaluation of the investment property owned by Echo Polska Properties B.V. Group based on the independent property appraiser’s

valuation, a summary of which is presented in Annexure 10.10. The financial information has been extracted without adjustment from the audited special purpose financial statements of EPP Property Management

and audited special purpose financial statements of related dormant holding structures as at 31 December 2015 and translated into EUR at an exchange rate of EUR 1.00:PLN 4.2615. These special purpose financial statements of EPP Property Management and related dormant holding structures as at 31 December 2015 were audited by EY Inc. who issued a qualified ISA 805 opinion only in respect of the opening balances of these special purpose financial statements.

11. This adjustment comprises the acquisition of 100% of the issued share capital of EPP Property Management and of related holding structures.12. These adjustments comprise:

(a) the elimination of the investment in EPP Property Management; and(b) elimination of the share capital and pre-acquisition result of EPP Property Management.

13. The financial information has been extracted without adjustment from the audited special purpose financial statements of EPP Facility Management and audited special purpose financial statements of related dormant holding structures as at 31 December 2015 and translated into EUR at an exchange rate of EUR 1.00:PLN 4.2615. These special purpose financial statements of EPP Facility Management and related dormant holding structures as at 31 December 2015 were audited by EY Inc. who issued a qualified ISA 805 opinion only in respect of the opening balances of these special purpose financial statements.

14. This adjustment comprises the acquisition of 100% share capital of EPP Facility Management and of related holding structures.15. These adjustments comprise:

(a) elimination of the investment in EPP Facility Management; and(b) elimination of the share capital and pre-acquisition result of EPP Facility Management.

16. These adjustment represents the advance payment of consideration for the shares in the Warsaw retail development NewCo holding the land plot for development as described in Annexure 7.

17. This adjustment comprises the issue of 500 000 shares to Hadley Dean, the CEO of EPP who paid EUR 1.00 per share resulting in additional share capital of EUR 500 000.

18. These adjustments comprise the issue of 71 470 037 new shares at EUR 1.45 per share thereby raising capital net of underwriting and pre-commitment fees of EUR 100 127 104 (gross proceeds raised of EUR 103 631 553 less underwriting and pre-commitment fees of 3.5% less transaction costs of EUR 5 060 751).

19. The pro forma subtotal reflects the portfolio that the company holds at listing.20. These adjustments comprise the acquisition of four ROFO investment properties with a 25% discount to the fair market value as described in

Annexure 7.21. The adjustment reflects the increase in fair value of the ROFO investment properties acquired below their market value.22. The pro forma after adjustments reflects the portfolio the company will hold post the ROFO acquisition.

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Annexure 16

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF EPP


INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE ECHO POLSKA PROPERTIES N.V. GROUP

We have completed our assurance engagement to report on the compilation of the consolidated pro forma statement of financial position of Echo Polska Properties N.V. by the Directors. The pro forma statement of financial position, as set out in Annexure 15 on pages 126 to 131 of the pre-listing statement, consists of the consolidated Pro forma Statement of Financial Position and related notes (collectively “Pro forma Financial Information”). The Pro forma Financial Information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”) Listings Requirements.

The Pro forma Financial Information has been compiled by the Directors to illustrate the impact of the Acquisition, described in the pre-listing statement, on the Group’s financial position as at 4 January 2016, as if the Acquisition had taken place as at 4 January 2016. As part of this process, information about the Company’s financial position has been extracted by the Directors from the Company’s financial statements for the period ended 4 January 2016, on which an unqualified auditor’s report was issued.

Directors’ responsibility for the Pro forma Financial Information

The Directors are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in the pre-listing statement.

Our Independence and Quality Control

We have complied with the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants and the Code of Professional Conduct for Registered Auditors issued by the Independent Regulatory Board for Auditors, which includes independence and other requirements founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

In accordance with International Standard on Quality Control 1, Ernst and Young Inc. maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant’s responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the Directors on the basis specified in the JSE Listings Requirements based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (“ISAE”) 3420, Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a pre-listing statement which is applicable to an engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the Pro forma Financial Information on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro forma Financial Information.

As the purpose of Pro forma Financial Information included in a pre-listing statement is solely to illustrate the impact of a significant corporate action or event on unadjusted financial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at the Last Practicable Date would have been as presented.

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A reasonable assurance engagement to report on whether the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the Pro forma Financial Information provides a reasonable basis for presenting the significant effects directly attributable to the corporate action or event, and to obtain sufficient appropriate evidence about whether:• therelatedpro forma adjustments give appropriate effect to those criteria; and• the Pro forma Financial Information reflects the proper application of those adjustments to the unadjusted financial

information.

Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Company, the corporate action or event in respect of which the Pro forma Financial Information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the Pro forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in the pre-listing statement.


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Annexure 17

INDEPENDENT REPORTING ACCOUNTANTS’ REVIEW REPORT ON THE VALUE AND EXISTENCE OF THE ASSETS AND LIABILITIES ACQUIRED


INDEPENDENT REPORTING ACCOUNTANT’S REVIEW REPORT ON THE REVALUATION OF INVESTMENT PROPERTY, ROFO ACQUISITION, FAIR VALUE ADJUSTMENTS AND THE WARSAW RETAIL DEVELOPMENT ADVANCE COLUMNS IN THE CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION OF ECHO POLSKA PROPERTIES N.V.

We have reviewed the assets and liabilities to be acquired by Echo Polska Properties N.V. (the “Company”), as reflected in the Revaluation of investment property, ROFO acquisition, Fair value adjustments and the Warsaw retail development advance columns of the pro forma statement of financial position of the EPP group as at 4 January 2016, as set out in Annexure 15 on pages 126 to 131 of the pre-listing statement (the “Financial Information”) as required by paragraph 13.16(e) of the JSE Limited (“JSE”) Listings Requirements.

Directors’ responsibility for the Financial Information

The directors are responsible for the preparation and presentation of the Financial Information in accordance with paragraph 13.16(a)-(d) of the JSE Listings Requirements, as set out in the second paragraph to the consolidated pro forma statement of financial position, and for such internal control as the directors determine is necessary to enable the preparation of the Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountants’ responsibility

Our responsibility is to express a conclusion on the Financial Information. We conducted our review in accordance with the International Standard on Review Engagements (“ISRE”) 2400 (Revised), Engagements to Review Historical Financial Statements (“ISRE 2400 (Revised)”). ISRE 2400 (Revised) requires us to conclude whether anything has come to our attention that causes us to believe that the Financial Information, taken as a whole, is not prepared in all material respects in accordance with the JSE Listings Requirements for the Revaluation of investment property, ROFO acquisition, Fair value adjustments and the Warsaw retail development advance columns of the consolidated pro forma statement of financial position. This Standard also requires us to comply with relevant ethical requirements.

A review of Financial Information in accordance with ISRE 2400 (Revised) is a limited assurance engagement. The reporting accountant performs procedures, primarily consisting of making inquiries of management and others within the entity, as appropriate, and applying analytical procedures, and evaluates the evidence obtained.

The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing. Accordingly, we do not express an audit opinion on the Financial Information.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the Financial Information is not prepared, in all material respects, in accordance with the JSE Listings Requirements for the Revaluation of investment property, ROFO acquisition, Fair value adjustments and the Warsaw retail development advance columns of the consolidated pro forma statement of financial position as set out in notes 9, 16 and 20 to 21 to the consolidated pro forma statement of financial position.

Purpose of report

This report has been prepared for the purpose of satisfying the requirement of paragraph 13.16(e) of the JSE Listings Requirements, and for no other purpose.


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Annexure 18

HISTORICAL FINANCIAL INFORMATION OF EPP

Set out below are the audited financial statements of EPP as at the date of incorporation of the company, being 4 January 2016. These financial statements are the responsibility of the directors.

The financial statements as at 4 January 2016 were prepared in accordance with the International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board and were audited by EY South Africa, who issued an unqualified audit opinion thereon.

The audited financial statements as at 4 January 2016 are available for inspection on the company’s website at www.echo-pp.com.

The independent reporting accountants’ report on the historical financial information is presented in Annexure 19.

INTRODUCTION

Incorporation, name, address and subsidiaries

The Company was incorporated under the legal name Echo Prime Properties B.V. as a private company with limited liability in the Netherlands on 4 January 2016 in accordance with the applicable laws of the Netherlands.

On 1 August 2016, the Company changed its legal name to Echo Polska Properties B.V.

On 12 August 2016, the Company was transformed into a joint stock company and changed its legal name to Echo Polska Properties N.V. The Company’s registered address is at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands. The Company is registered with the Dutch trade register under number 64965945.

Nature of business

The Company has been established in the Netherlands with the primary objective of acquiring good quality income generating property assets (predominantly in Europe), in order to offer investors a yielding property investment.

Results of operations

The results of operations are set out in the financial statements.

Board of directorsHadley James Tyzack Dean (executive director);Maciej Adam Drozd (executive director)Marek Marian Belka (non-executive director)Peter Joost Rudolf Driessen (non-executive director)Maciej Wojciech Dyjas (non-executive director);Dionne Traci Hirschowitz (non-executive director));Andrew Joseph König (non-executive director)Nebil Senman ((non-executive director)).Andrea Philippa Steer (non-executive director)Marc Wainer ( non-executive director);Robert Weisz (non-executive director)

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Statement of Financial Position as at 4 January 2016

4 January 2016EUR

ASSETSCurrent assetsDue from Echo Investment S.A. 20 000

Total assets 20 000

4 January2016EUR

SHAREHOLDER’S EQUITY AND LIABILITIESShareholder’s equityIssued share capital 20 000

Total equity and liabilities 20 000

Net asset value per share 1.00

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Echo Prime Properties B.V. (the “Company”) was incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law on 4 January 2016 in accordance with the applicable laws of the Netherlands. The Company’s official seat (statutaire zetel) is in Amsterdam, The Netherlands, and its registered address is at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.


On 12 August 2016, the Company was transformed into a joint stock company (“naamloze vennootschap”) and changed its legal name to Echo Polska Properties N.V. The Company has been incorporated in the Netherlands with the primary objective of acquiring good quality income generating property assets (predominantly in Europe), in order to offer investors a yielding property investment.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ marginally from these estimates. In preparing these financial statements, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation are discussed further in note 2.2, Basis of preparation.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and incorporate the principal accounting standards as set out below.

2.2 Basis of preparation

The financial statements have been prepared on the historical cost basis and are presented in EUR (€), which is the functional and presentational currency of the Company.

Critical judgements and estimates

The preparation of financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies.

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The principal areas where such judgements and estimates have been made are:

2.3 Going concern

The Company’s financial statements have been prepared on a going concern basis.

2.4 Share capital

Ordinary share capital

Ordinary shares are classified as equity.

3. SHARE CAPITAL AND RESERVES

Share capital and share premium

4 January 2016EUR

Issued

20 000 ordinary shares of 1€ each 20 000

4. SUBSEQUENT EVENTS

On 3 February 2016, Echo Investment S.A. (the Company’s sole shareholder as per the date of incorporation) paid an amount of EUR 20 000 to fully pay up the issued shares of the Company.

On 17 February 2016 the Company issued 211 970 402 new ordinary shares with a nominal value of 1€ each acquired and paid up by Echo Investment S.A. by means of non-cash contributions of:– 1 510 investment certificates in Forum XXIX Fundusz Inwestycyjny Zamkniety (“Fund I”), a closed-end

investment fund under the laws of Poland, representing the entire capital of the Fund I, with a fair market value of EUR 46 458 998;

– 7 023 investment certificates in Forum XXXIV Fundusz Inwestycyjny Zamkniety (“Fund II”), a closed-end investment fund under the laws of Poland, representing the entire capital of the Fund II, with a fair market value of EUR 165 511 404.

On 1 June 2016, the Company issued 202 910 878 new ordinary shares with a nominal value of 1€ each of which 194 987 826 shares were acquired and paid up by Redefine Properties Limited and 7 923 052 shares were acquired and paid up by Echo Investment S.A by means of a cash contribution of:– EUR 260 735 795.28 made by Redefine; and.– EUR 7 923 052 made by Echo.

On 1 June 2016, the Company issued a preferred dividend distribution to Echo Investment S.A for the amount of EUR 9 775 000.


On 12 August 2016, the Company issued 500 000 new ordinary shares with a nominal value of 0.81€ each acquired and paid up by Hadley James Tyzack Dean by means of a cash contribution for the amount of EUR 500 000.

On 12 August 2016 the Company was transformed into a joint stock company (“naamloze vennootschap”) and changed its legal name to Echo Polska Properties N.V.

Save for the acquisitions, further details of which are set out in Annexure 7, and issues and repurchases, as more fully set out in 7.1 of Annexure 21, the directors are not aware of any other events subsequent to 4 January, not arising in the normal course of business, which are likely to have a material effect on the financial information contained in these financial statements.

5. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Board on 22 August 2016.

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Annexure 19

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF EPP

Independent auditor’s report

To the Shareholders of Echo Polska Properties N.V.

We have audited the financial statements of Echo Polska Properties N.V. set out in Annexure 18 on pages 135 to 137, which comprise the statement of financial position as at 4 January 2016 and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ responsibility for the Financial Statements

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Echo Polska Properties N.V. as at 4 January 2016 in accordance with International Financial Reporting Standards.

Ernst & Young Inc.Director: Rohan Mahendra Adhar BaboolalRegistered AuditorChartered Accountant (SA)22 August 2016

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Annexure 20

GROUP ACCOUNTING POLICIES

STATEMENT OF COMPLIANCE

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the IASB (“IFRS”).

BASIS OF PREPARATION

The consolidated financial statements are presented in Euro (“EUR”) which is the functional and presentation currency of the parent company.

The financial statements have been prepared on the historical cost basis, except for investment properties and financial instruments measured at fair value. The financial statements have been prepared on a going-concern basis, bearing in mind the fact that there are no circumstances implying a threat to going concern.

INFORMATION ON THE ACCOUNTING STANDARDS AND INTERPRETATIONS OF THE IFRIC COMMITTEE ENTERING INTO FORCE AS OF THE YEAR 2015

While developing the statements, the Group applied new standards, amendments thereto and interpretations issued by the IFRIC Committee applicable to the Group’s reporting period starting on 1 January 2015. The applied changes have had no material impact on the financial result.

In these financial statements, the following new and revised standards and interpretations, which came into force on 1 January 2015, have been applied for the first time:1. IFRIC 21 Interpretation Public Fees2. Amendments following the IFRS review 2010-2012 (issued on 12 December 2013)3. Amendments following the IFRS review 2011-2013 (issued on 12 December 2013)

The applied amendments had no significant impact on the presentation of the data and measurement in the financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign currencies

(i) Transactions and balances

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing at the date of each transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate (the average rate published by the National Bank of Poland) prevailing at the reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation of monetary assets and liabilities denominated in foreign currencies at period-end exchange rates are recognised in the profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

(ii) Group companies

The results and financial position of all group entities that have a functional currency other than EUR are translated into EUR in accordance with IAS 21. Assets and liabilities for each statement of financial position presented are translated at the closing foreign exchange rate as at the date of that financial position and income and expenses for each statement of comprehensive income are translated at the average exchange rate for that period (unless this average exchange rate is not a reasonable approximation of cumulative effect of the exchange rates effective on the transaction days – in which case income and expenses are translated at the exchange rates prevailing at the date of each transaction). The resulting

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exchange differences are recognised in other comprehensive income and the cumulative amounts are recognised in a separate component of equity. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.

Investment property

Investment property comprises completed property that is held to earn rentals or for capital appreciation or both. Investment properties are initially recognised at cost, including related transaction costs. Transaction costs include transfer taxes, professional fees for legal services and initial leasing commissions to bring the property to the condition necessary for it to be capable of operating. Land held under operating leases is classified and accounted for as investment property when the rest of the definition of investment property is met. The operating lease is accounted for as if it were a finance lease.

During construction period the properties developed by the Group are classified as investment property under construction and recognised as investment property once they are available for use.

Subsequent to initial recognition, investment property is stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise.

At least once a year the fair value of underlying investment properties is being verified by external real estate appraisers.

Gains and losses from the measurement of investment property and profits on the sale of investment property are recognised in the profit and loss account as gain (loss) from on revaluation of investment properties.

All other repair and maintenance costs of investment property are recognised as an expense in the profit and loss account when incurred.

Investment property under construction is a property being constructed/developed by the Group for future use as investment property. Investment property under construction is measured at fair value when a significant part of the risks associated with the construction process has been eliminated and fair value is reliably determinable.

In order to evaluate whether the fair value of an investment property under construction can be determined reliably, management considers the following factors, among others:– Obtaining a building permit.– Contracted construction works with a value of at least 30% of the investment budget.– Leasing level at least 20%.

Risk analysis is also to a large extent determined by the project financing terms.

Each investment property under construction is analysed individually for reliable measurement of fair value, taking into account the overall economic situation, the availability of comparable data for similar properties and volatility of factors underlying the valuation. Once the above conditions have been fulfilled, as long as according to Group’s estimates, the significant risks relating to the implementation of investment property under construction have been eliminated, the property is measured at fair value.

If the fair value cannot be reliably determined, investment properties under construction are measured at cost less any impairment losses.

Transfers are made to (or from) investment property only when there is a change in use. For a transfer from investment property to property, plant and equipment the deemed cost for subsequent accounting is the fair value at the date of change in use.

Investment property is derecognised either when it has been disposed of or when it is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

Financial assets

The following categories of financial assets are included in financial statements:

• Financialassetsatfairvaluethroughprofitorloss(derivatives).

• Loansandreceivables–financialassetsotherthanderivativeswithfixedordeterminablepaymentsthatarenotquotedonan active market.

The classification of financial assets is determined at initial recognition. When financial assets are recognised initially, they are measured at fair value.

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Financial assets are recognised on the transaction date, and derecognised only when the contractual rights to cash flows from the financial asset expire or the Group transfers substantially all risks and rewards of ownership.

(i) Financial assets at fair value through profit or lossFinancial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value presented as finance costs (negative net changes in fair value) or finance income (positive net changes in fair value) in the statement of profit or loss.

(ii) Bonds, loans, trade and other receivablesBonds, loans, trade and other receivables are financial assets classified as “Loans and receivables”. They are subsequently measured at amortised cost, less the accumulated impairment losses.

The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Inventory

Inventory comprises goods for resale and advances on deliveries measured at lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Cash and cash equivalents

Cash at bank and in hand and short-term investments held to maturity and other financial assets (highly liquid debt instruments readily convertible to cash) are measured at nominal value plus accrued interest.

Restricted cash, including: cash in rent accounts, securing the payments under loan agreements, securing the refund of security deposit and for reimbursement of tax on goods and services is presented separately in the consolidated statement of financial position.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits as defined above, excluding restricted cash.

Derivatives

Derivatives are recognised when the Group becomes a party to a binding agreement. The derivatives are used by the Group to mitigate the risks associated with changes in foreign exchange rates or interest rates.

The Group does not apply hedge accounting in accordance with IAS 39.

Derivatives are measured initially and subsequently at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Derivatives in the form of IRS directly related to the signed bank loan agreements and as a result converting loan variable interest rate into fixed interest rate ones for contracted loan volume are jointly measured with loan liabilities at amortised cost (i.e. the loan is considered a loan with a fixed rate). Derivatives in the form of IRS beyond that volume and not related to the specific loan agreement are treated as a separate derivative and measured separately at fair value through profit or loss.

Financial liabilities

Financial liabilities include loans, borrowings, debt securities, trade payables and other financial liabilities. Financial liabilities (including trade payables) are initially measured at fair value less transaction costs and thereafter stated at amortised cost. In cases where the difference between that value and the amount due has no significant impact on the Group’s financial results, such liabilities are stated at the amount due.

(i) Interest-bearing loans and borrowingsAll loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

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(ii) Received deposits and advancesDeposits liabilities are initially recognised at fair value and subsequently measured at amortised cost.

Any difference between the initial fair value and the nominal amount is included as a component of rental income and recognised on a straight-line basis over the rental term.

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit or loss account, except to the extent that it relates to items recognised directly in other comprehensive income – in which case, the tax is also recognised in other comprehensive income, or to items recognised directly in equity – in which case, the tax is also recognised in equity.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising from the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred income tax assets are recognised for all deductible temporary differences, except:• whenthedeferredtaxliabilityarisesfromtheinitialrecognitionofgoodwillorofanassetorliabilityinatransactionthat

is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss; and

• inrespectoftaxabletemporarydifferencesassociatedwithinvestmentsinsubsidiariesandinterestsinjointarrangements,when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which deductible temporary differences, carried forward of unused tax credits or unused tax losses can be utilised, except:• whenthedeferredtaxassetrelatingtothedeductibletemporarydifferencearisesfromtheinitialrecognitionofanassetor

liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• inrespectofdeductibletemporarydifferencesassociatedwithinvestmentsinsubsidiaries,associatesandinterestsinjointarrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and are levied by the same taxing authority on the same entity or different entities that intend to realise the asset and settle the liability at the same time.

Equity

The company’s ordinary shares are classified as equity. External costs directly attributable to the issue of new shares are shown as a deduction in equity, net of tax, from the proceeds.

Provisions

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Leases – Group as a lessor

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in the arrangement.

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Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being received. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duty.

(i) Rental income

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature, except for contingent rental income which is recognised when it arises. The Group is the lessor in operating leases. Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease terms, i.e. the invoiced amount from rental income adjusted for any lease incentives, and is included in revenue in the statement of profit or loss due to its operating nature, except for contingent rental income which is recognised when it arises.

Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income.

Tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the directors are reasonably certain that the tenant will exercise that option.

Amounts received from tenants to terminate leases or to compensate for dilapidations are recognised in the statement of profit or loss when the right to receive them arises.

In negotiating a new or renewed operating lease, the tenant may be given a rent-free period as incentive. The aggregate cost of incentives is recognised – according to interpretation SIC-15 – as a reduction of rental income over the lease term on a straight-line basis.

(ii) Service charge and similar revenue

Income arising from expenses recharged to tenants is recognised in the period in which the compensation becomes receivable. Service and management charges and other such receipts are included in net rental income gross of the related costs, as the directors consider that the Group acts as principal in this respect.

Other operating income and expenses

Other operating income and expenses comprise costs and revenue not related directly to the Group’s principal business, in particular they result from revaluation of receivable, damages and contractual penalty. Other operating income and expenses for the current period are recognised in the profit or loss in the period in which they are incurred (on an accrual basis).

Finance income and cost

Finance income comprises income from interest on investing activities, dividends received, profit on disposal of investments, income from revaluation of financial instruments, profit on FX derivatives and foreign exchange gains. Finance cost comprises interest expense, commissions and costs, loss on disposal of investments, costs of revaluation of interest in associates, loss on FX derivatives and foreign exchange losses.

Interest income/cost is recognised as it accrues using the effective interest rate (EIR) method. The EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial instrument.

Finance income and costs for the current period are recognised in the profit or loss in the period in which they are incurred (on an accrual basis), except for borrowing costs which are capitalised in accordance with IAS 23.

Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

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Fair value measurements

The Group measures derivatives and investment properties at fair value at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:• intheprincipalmarketfortheassetorliabilityor• intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetorliability.

The Group must be able to access the principal or the most advantageous market at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities, for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy (described as follows), based on the lowest level input that is significant to the fair value measurement as a whole:• Level1–Quoted(unadjusted)marketpricesinactivemarketsforidenticalassetsorliabilities• Level2–Valuationtechniquesforwhichthelowestlevelinputthatissignificanttothefairvaluemeasurementisdirectly

or indirectly observable• Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is

unobservable

For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries. Subsidiaries are entities over which the Company has control. Specifically, the Group controls an investee if, and only if, it has:– power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);– exposure, or rights, to variable returns from its involvement with the investee; and– the ability to use its power over the investee to affect its returns.

The consolidated financial statements incorporate the assets, liabilities, income, expenses and cash flows or the Group and all entities controlled by the Group. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Inter-company transactions, balances and unrealised profits or losses between the Group companies are eliminated on consolidation.

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Annexure 21

CAPITAL STRUCTURE

1. SHARE CAPITAL

1.1 Immediately prior to the private placement and the listing on the JSE:

1.1.1 the authorised share capital of the company comprises 2 572 645 659 ordinary shares of EUR 0.81 (total value of EUR 2 083 842 984) each and one preference share of EUR 0.81 (total value EUR 0.81);

1.1.2 the issued share capital of the company comprises 514 529 131 ordinary shares of EUR 0.81 each (all of which are listed on the LuxSE and have a total value of EUR 416 768 596) and one preference share of EUR 0.81 (not listed on any stock exchange and has a total value of EUR 0.81);

1.1.3 there are no treasury shares in issue; and

1.1.4 the share premium account reflects a value of EUR 64 380 653.

1.2 Assuming that the private placement is fully subscribed, immediately after the private placement and the listing on the JSE:

1.2.1 the authorised share capital of the company comprises 2 572 645 659 ordinary shares of EUR 0.81 each and one preference share of EUR 0.81;

1.2.2 the issued share capital of the company will comprise 585 999 168 ordinary shares of EUR 0.81 each (all of which will be listed on the LuxSE and the JSE) and one preference share of EUR 0.81 (not listed on any stock exchange); and

1.2.3 there will be no treasury shares in issue.

2. UNLISTED NON-CONVERTIBLE PREFERENCE SHARE HELD BY ECHO PRIME ASSETS B.V.

2.1 In terms of the Redefine transaction, the following arrangements were concluded in relation to the extensions, namely:

2.1.1 to the extent that the completion of any of the extensions requires additional financing and the group is not able to secure such financing from independent third-party financing institutions, EPA is obliged to provide the amount equal to the shortage in the financing by way of loan extended to it to the Group on arm’s length terms;

2.1.2 to compensate the Group for any unleased spaces within the extensions, EPA will pay the group an amount of EUR 125 000, on a monthly basis for the 12 consecutive month period commencing in June 2016; and

2.1.3 subject to meeting the following key milestones, EPA will be entitled to receive a preferred distribution from the Company, in relation to each extension (and regardless of whether any of the other extensions have been completed) in an amount equal to the total monthly headline rents attributable to the extension on completion (including under any market related head lease with EPA as tenant) multiplied by 12 and divided by 0.085, and reduced by the extension costs and any extension rent discounts calculated for the period commencing one month after the completion of the extension. The payment of such preferred distribution is to be effected by way of a preferred distribution (the “extension compensation preferred distribution”).

2.2 In order for EPA to qualify for the extension compensation preferred distribution, in relation to the relevant extension:

2.2.1 an occupancy permit must have been granted by the relevant authority;

2.2.2 at least 60% of the extended space of a given extension must be leased or pre-leased to third parties on arm’s length terms; and

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2.2.3 EPA must have executed a master lease agreement for a period of three years in relation to the space which has not been leased or pre-leased (at a rate per square meter no less than the average rate concluded with third-party tenants).

2.3 The preference share has been created and issued to EPA in order to effect payment of the extension compensation preferred distribution in accordance with the Redefine transaction terms, which require the payment to EPA to be in the form of a preferred distribution.

2.4 The preference share shall not be transferred without the consent of the Company. The Company s authorised capital does not allow for the issuance of additional preference shares. The JSE will also not permit the issue of additional preference shares.

2.5 On discharge of all extension compensation preferred distributions or once the Company no longer has any liability to effect any further payments to Echo pursuant to the extension compensation preferred distribution arrangements, the preference share will be redeemed or cancelled, for a nominal amount of EUR 0.81.

2.6 Save for the rights to any extension compensation preferred distribution amount, the preference share does not rank for participation in any other distributions (of capital or income) of the Company. As required in terms of Dutch law, the preference share confers the right to cast one vote at meetings of shareholders.

2.7 The preference share will not be listed.

2.8 A summary of the agreement between EPA, Echo, Redefine and EPP in respect of the extension compensation preferred distribution is set out in Annexure 7. The terms and conditions of the preference share are set out in Annexure 6.

3. AUTHORISATIONS

Since incorporation of the Company, the following resolutions have been duly passed by the requisite majority of shareholders:

3.1 Issue of shares to Echo, dated 16 February 2016

The general meeting resolves to issue to the sole shareholder (Echo) 211 970 402 new ordinary shares in the capital of the Company with a nominal value of EUR1.00 each, numbered 20 001 up to and including 211 990 402, on the terms set out below:

3.1.1 Pre-emption rights of existing shareholders of the Company are excluded with respect to the issuance;

3.1.2 The new shares numbered 20 001 up to and including 46 478 998 are issued in exchange for an obligation to pay expressed in cash of EUR 46 458 998 in the aggregate and must be fulfilled by making a non-cash contribution of:

3.1.2.1 20 investment certificates series A, numbered 1 through 20 (Contribution Certificates I);

3.1.2.2 559 investment certificates series D, numbered 1 through 559 (Contribution Certificates II); and

3.1.2.3 931 investment certificates series E, numbered 1 through 931 (Contribution Certificates III, and together with the Contribution Certificate I and Contribution Certificates II; Fund I Certificates),

in the capital of Forum XXIX;

3.1.3 The new shares numbered 46 478 999 up to and including 211 990 402 are issued in exchange for an obligation to pay expressed in cash of EUR 165 511 404 in the aggregate and must be fulfilled by making a non-cash contribution of:

3.1.3.1 20 investment certificates series A, numbered 1 through 20 (Contribution Certificates IV),

3.1.3.2 3 409 investment certificates series C, numbered 1 through 3 409 (Contribution Certificates V); and

3.1.3.3 3 594 investment certificates series D, numbered 1 through 3 594 (Contribution Certificates VI, and together with the Contribution Certificates IV and the contribution Certificates V: Fund II Certificates, and together with the Fund I Certificates; Contribution Certificates),

in the capital of Forum XXXIV;

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3.1.4 if the fair market value of the contribution certificates exceeds the amount of the obligation to pay, the balance will be recorded in the books of the Company as share premium; and

3.1.5 if, after the adoption of this resolution, it is resolved to make distributions on shares in the capital of the Company, each new share will have the same entitlement to such distributions as each existing share.

3.2 Issue of shares to Redefine and Echo, dated 1 June 2016

The general meeting resolves to issue Redefine 202 910 878 shares in the capital of the Company with a nominal value of EUR1.00 each, as follows and on the terms set out below:

3.2.1 to Redefine: an issuance of 194 987 826 shares in the capital of the company, numbered 211 990 403 up to and including 406 978 228;

3.2.2 the new Redefine shares are issued at an aggregate issue price of EUR260 735 795.28;

3.2.3 to the shareholder (Echo): an issuance of 7 923 052 shares in the capital of the Company, numbered 406 978 229 up to and including 414 901 280;

3.2.4 the new Echo shares are issued at an aggregate issue price of EUR 7 923 052;

3.2.5 pre-emption rights of existing shareholders of the company are excluded with respect to issuance; and

3.2.6 the full amount of the aggregate issue prices must be paid in euros.

3.3 Amendment of the articles of association, dated 1 June 2016

3.3.1 The general meeting resolves to amend the articles of association of the Company in conformity with the draft deed of amendment to the articles prepared by Loyens & Loeff N.V.

3.3.2 The general meeting resolves to authorise each member of the board of the company and also each lawyer, deputy civil law notary and employee of Loyens & Loeff N.V., severally, to have the deed of amendment to the articles executed(the “deed”).

3.4 Board composition, dated 1 June 2016

3.4.1 The general meeting resolves to dismiss Johan Antoon Broekhuis as a member of the Board, and to grant him a full and final discharge for his management of the Company, all as per the moment the deed comes in full force and effect.

3.4.2 The general meeting resolves to dismiss Maciej Adam Drozd as a member of the Board, and to grant him a full and final discharge for his management of the Company, all as per the moment the deed comes in full force and effect.

3.4.3 The general meeting resolves that the title of Intertrust (Netherlands) B.V., having its official seat in Amsterdam, the Netherlands, currently a member B of the Board, is changed into management board member A, as per the moment the deed comes in full force and effect.

3.4.4 The general meeting resolves to appoint Marc Wainer as a member of the Board, with the title of management board member B, as per the moment the deed comes in full force and effect.

3.4.5 The general meeting resolves to appoint Andrew Joseph König as a member of the Board, with the title of management board member B, as per the moment the deed comes in full force and effect.

3.4.6 The general meeting resolves to appoint Dionne Traci Hirschowitz (neé Ellerine) as a member of the Board, with the title of management board member B, as per the moment the deed comes in full force and effect.

3.4.7 The general meeting resolves to appoint Hadley Dean as a member of the Board, with the title of management board member B, as per the moment the deed comes in full force and effect.

3.4.8 The general meeting resolves to appoint Maciej Dyjas as a member of the Board, with the title of management board member C, as per the moment the deed comes in full force and effect.

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3.5 Distribution to Echo, dated 1 June 2016

The general meeting resolves to make the following distributions to Echo, subject to the condition precedent of the execution of the deed and as per the moment the deed comes in full force and effect:

3.5.1 an interim dividend with priority over any other distributions made by the company; and

3.5.2 a distribution in an amount in cash of EUR 9 775 000, by way of an interim preferred distribution at the charge of the Company’s 2016 profits, provided that in the event that after adoption of the 2016 annual accounts the Company’s 2016 profits shall appear to be less than the amount of the profit distribution, the balance shall be deemed to have been a distribution from the Company’s freely distributable reserves.

3.6 Transfer of shares from Echo to Redefine pursuant to the Redefine transaction, dated 1 June 2016

The general meeting approves the transaction to transfer 116 188 135 shares in the capital of the company, with a nominal value of EUR 1.00, by Echo to Redefine. This approval is granted pursuant to the share transfer restrictions included in the articles of association of the company.

3.7 Interim profit distribution, dated 11 August 2016

The general meeting resolves to distribute, as an interim distribution, to shareholders of the company reflected in the original shareholders register of the company at 17:00 (CET) on 11 August 2016, an amount equal to 100% of the company’s cash available and deriving from the profits from operations attributable to the shareholders for the period commencing 4 January 2016 and ending on 31 August 2016 (the “specified period”), net of all finance costs (including any amortisation of the principal amount of the company’s debt over the specified period) and net of any taxation payable by the company in respect of the specified period (the “interim profit distribution”). The interim profit distribution shall be calculated with reference to the company’s management accounts and shall be finally determined by the Board (or any nominated sub-committee of the Board) and shall be payable to the shareholders qualifying for the interim profit distribution within 45 days from the date of the Board confirmation (the “payable date”). No shareholder qualifying for the interim profit distribution shall have a claim against the company with respect to the interim profit distribution until the payable date as determined by the Board.

3.8 Transfer of shares from Echo to Echo Prime Assets B.V., dated 13 July 2016

The general meeting approves the transaction to contribute and transfer of 103 725 319 shares in the capital of Echo Prime Properties B.V. by Echo to Echo Prime Assets B.V.

3.9 Admissions, dated 8 August 2016

The general meeting approves – inter alia:

3.9.1 the admission of all issued ordinary shares in the share capital of the Company to listing on the Euro MTF market of the LuxSE, and the admission of all issued ordinary shares in the share capital of the Company to listing and trading on the Main Board of the JSE;

3.9.2 the entering into, execution, delivery, ratification and performance by the Company of the documents and the transactions as shall be agreed between the respective parties thereto and the company;

3.9.3 the ratification of any document already executed, delivered or entered into by the company and any transactions contemplated thereby; and

3.9.4 all such other acts and documents as any member of the Board may deem necessary or useful for the proper preparation and implementation of the admissions and the performance of the documents.

3.10 Issue of shares, amendment of the articles of association and change the Board composition, dated 8 August 2016

The general meeting resolves to amend the articles of association of the company, in accordance with the conversion deed, as a result of which inter alia (i) the company will be converted into a public company with limited liability (naamloze vennootschap) and (ii) the company’s name is changed into Echo Polska Properties N.V (the “conversion”).

3.11 Delegation of authority to issue shares to the Board, dated 8 August 2016

The general meeting designates the Board, subject to and effective as per the conversion, until the next annual general meeting of the Company or for a period of 15 months calculated as of the date hereof, whichever period is shorter, to:

3.11.1 resolve to issue shares (either in the form of stock dividend or otherwise) and/or grant rights to acquire shares and/or issue securities convertible to shares in order;

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3.11.2 to effect and implement the private placement of the private placement shares; and, in addition;

3.11.3 to issue a maximum of 15% of the total number of shares issued as at the date of the admission of all issued ordinary shares in the share capital of the Company to listing and trading on the Main Board of the Johannesburg Stock Exchange (JSE).

all within the limits laid down in the articles of association of the company and subject at all times to the LuxSE rules and regulations and JSE Listings Requirements; and

3.11.4 resolve to restrict and/or exclude the pre-emptive rights accruing to holders of ordinary shares in respect of an issuance of ordinary shares or granting rights to acquire ordinary shares or issuance of securities convertible to ordinary shares in relation to any issuance as referred to under 3.11.1, all within the limits laid down in the articles of association of the company and subject at all times to the LuxSE rules and regulations and JSE Listings Requirements.

3.12 Private placement Johannesburg Stock Exchange: issuance of new shares, dated 8 August 2016

3.12.1 The general meeting resolves, subject to and effective as per the conversion, to agree with the issuance of the JSE private placement shares to those invited investors identified by the Board pursuant to the private placement, in exchange for an obligation to pay the issue price per share, payable in Rand, to be determined by demand and at a EUR:ZAR exchange rate to be hedged following the close of the offer for subscription and at a price not lower than EUR 1.00 per share. This issuance shall be effected and implemented pursuant to a separate resolution of the Board as the designated corporate body to resolve on this issuance of the private placement shares.

3.12.2 Accordingly, the general meeting agrees to exclude all pre-emptive rights in relation to the issuance of the private placement shares, which exclusion shall be resolved upon by the Board as the designated authorised corporate body to do so.

3.12.3 The general meeting resolves to approve the private placement to raise the Rand equivalent of up to approximately EUR 100 million (with the Company’s ability to upscale the size of the capital raised to EUR 135 million, depending on demand) by way of an offer for subscription to invited investors only, for an issue price of not less than EUR 1.00 each, payable in Rand, to be determined by demand and at a EUR:ZAR exchange rate to be hedged following the close of the offer for subscription and the listing of the Company’s issued ordinary share capital (including the JSE Private Placement Shares) on the Euro MTF market of the LuxSE and on the Main Board of the JSE.

3.13 Composition Board, dated 8 August 2016

3.13.1 The general meeting resolves, and to the extent required (b) Echo Prime Assets B.V. resolves, subject to and effective as per the conversion, to accept the resignation of Intertrust (Netherlands) B.V., as a member A of the Board. The general meeting furthermore resolves, subject to and effective as per the conversion, to grant it full and final discharge for its management of the company.

3.13.2 The general meeting resolves, and to the extent required, Redefine resolves, subject to and effective as per the conversion, that the title of each of (i) M Wainer, (ii) A.J. König, and (iii) D.T. Hirschowitz – each currently a member B of the Board – is changed into non-executive director.

3.13.3 The general meeting resolves, and to the extent required, the class meeting investor share resolves, subject to and effective as per the conversion, that the title of H.J.T. Dean, currently a member B of the Board, is changed into executive director.

3.13.4 The general meeting resolves, subject to and effective as per the conversion, that the title of M.W. Dyjas, currently a member C of the Board, is changed into non-executive director.

3.13.5 The Board has nominated the following individuals for appointment by the general meeting as non-executive directors of the Board, and the general meeting resolves, subject to and effective as per the conversion, to appoint these individuals as non-executive directors of the Board:

3.13.5.1 Robert Weisz;

3.13.5.2 Marek Marian Belka;

3.13.5.3 Nebil Senman;

3.13.5.4 Andrea Philippa Steer; and

3.13.5.5 Peter Joost Rudolf Driessen.

3.13.6 The Board has nominated Maciej Adam Drozd for appointment by the general meeting as executive director of the Board and the general meeting resolves, such subject to and effective as per the conversion, to appoint him as executive director of the Board.

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3.13.7 It is proposed that the term of office for the members of the Board is established as follows:

Name Term of office

H.J.T. Dean (executive director) Until AGM in 2017M.A. Drozd (executive director) Until AGM in 2017R. Weisz (non-executive director) Until AGM in 2017M.M. Belka (non-executive director) Until AGM in 2017M. Wainer (non-executive director) Until AGM in 2017A.J. König (non-executive director) Until AGM in 2017M.W. Dyjas (non-executive director) Until AGM in 2017N. Senman (non-executive director) Until AGM in 2017D.T. Hirschowitz (non-executive director) Until AGM in 2017A.P. Steer (non-executive director Until AGM in 2017P.J.R. Driessen (non-executive director) Until AGM in 2017

4. RIGHTS ATTACHING TO SHARES

4.1 Extracts of the articles of association, including those provisions relating to rights attaching to ordinary shares and preference share, are set out in Annexure 6.

4.2 In addition to what is provided for in Annexure 6 as well as paragraph 3.11 and 7.4 of this Annexure 21 in relation to the pre-emptive rights of shareholders, the following shall also apply:

4.2.1 The pre-emption right may also be restricted or excluded by the corporate body designated pursuant to section 2:96 paragraph 1 of the Dutch Civil Code. In the case of EPP, the board has been designated to do so.

4.2.2 Shareholders shall have no pre-emption right in respect of shares issued to a person who exercises a previously-acquired right to subscribe for shares.

4.2.3 If a third party does not exercise its right to subscribe for shares, no shares will be issued to such party.

4.3 During any vote at any general meeting every shareholder (namely, both ordinary shareholders and the preference shareholder) present and entitled to exercise voting rights shall be entitled to one vote, whether exercised in person or by proxy.

4.4 Ordinary shareholders are entitled to participate proportionally in any distribution made by the company and to receive proportionally the net assets of the company upon its liquidation. Preference shareholders are only entitled to those distributions detailed in paragraph 2 above and an amount of EUR0.81 on liquidation of the company.

4.5 Any variation in rights attaching to ordinary shares will require the consent of at least 75% of ordinary shareholders in a general meeting. In addition, consent of the individual shareholder is required to the extent that its rights are deprived.

4.6 Only shareholders that are registered in the company’s register on the day when a distribution is declared or on such other day as may be determined by the Board as the last date for registration for the distribution, will be entitled to receive the distribution so declared.

5. OPTIONS AND PREFERENTIAL RIGHTS IN RESPECT OF SHARES

5.1 Save as set out in paragraph 2.4 of Annexure 3, there are no contracts or arrangements, either actual or proposed, whereby any option or preferential right of any kind has been or will be given to any person to subscribe for any shares in the company.

5.2 There are no preferential conversion and/or exchange rights in respect of any shares.

6. ALTERATIONS TO SHARE CAPITAL

6.1 The Company was incorporated on 4 January 2016 with 20 000 ordinary shares in issue.

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6.2 On 1 August 2016, the ordinary share capital was subdivided into 514 529 131 issued ordinary shares from 414 901 280 issued ordinary shares. The subdivision was effected in order to achieve a net asset value per ordinary share of exactly EUR1.00.

6.3 On 12 August 2016, pursuant to the conversion of EPP from a B.V. to an N.V. company, the authorised share capital was created to comprise 2 572 645 659 ordinary shares and one preference share. In addition, pursuant to the said conversion, the issued share capital was amended in such a way that one ordinary share was converted to one preference share.

6.4 No share repurchases have been undertaken by the company since its incorporation.

6.5 Save for the conversion of shares mentioned in 6.2 above, there have been no sub-divisions or consolidations of shares since incorporation of the company.

6.6 Save as provided in this paragraph 6, there have been no alterations to the share capital of the Company since incorporation of the Company.

7. ISSUES AND REPURCHASES OF SHARES

7.1 Save as set out below and in respect of the private placement, there have been no issues, repurchases or offers of securities of the Company or its major subsidiaries from the date of incorporation of the Company to the last practicable date.

Date Nature CounterpartyNumber

of securitiesPrice

per security Reason

EPP (EUR)

4 January 2016 Issue of ordinary shares by EPP

Echo 20 000 1.00 Incorporation of the company

17 February 2016 Issue of ordinary shares by EPP

Echo 211 970 402 1.00 Acquisition of FIZs

1 June 2016 Issue of ordinary shares by EPP

Redefine 194 987 826 1.34* Implementation of Redefine transaction

1 June 2016 Issue of ordinary shares by EPP

Echo 7 923 052 1.00# Implementation of Redefine transaction

1 August 2016 Issue of ordinary shares by EPP

Redefine 1 353 996 0.81 Implementation pre-listing steps (application share

premium reserve)


EPA 451 332 0.81 Implementation pre-listing steps (application share

premium reserve)


Mr Dean 500 000 1.00 Implementation pre-listing steps

12 August 2016 Conversion of one ordinary share into one preference share

Echo 1 0.81 Facilitation of extension compensation preferred

distribution

Forum XXIX (PLN)

14 May 2010 Issue of A series certificates

Echo 2 250 000 Acquisition of properties

14 June 2010 Issue of B series certificates

Barconsel Holdings Limited (“Barconsel”)^

6 672 24 997 Acquisition of properties

7 October 2010 Issue of C series certificates

Barconsel^ 5 018 50 000 Acquisition of properties

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Date Nature CounterpartyNumber

of securitiesPrice

per security Reason

Forum XXIX (PLN)

7 January 2011 Issue of D series certificates


5 December 2014 Issue of E series certificates

Barconsel^ 931 91 202 Acquisition of properties

26 May 2016 Issue of F series certificates

EPP 376 693 1 370 Acquisition of properties

Forum XXXIV (PLN)

10 November 2010 Issue of A series certificates

Echo 2 250 000 Acquisition of properties

7 January 2011 Issue of B series certificates


14 October 2011 Issue of C series certificates


5 December 2014 Issue of D series certificates


26 May 2016 Issue of E series certificates

EPP 590 013 1 052 Acquisition of properties

* The aggregate consideration paid to EPP by Redefine for the ordinary shares issued on 1 June 2016 was EUR 260 735 795.28.# The aggregate consideration paid to EPP by Echo for the ordinary shares issued on 1 June 2016 was EUR 7 923 052.^ Barconsel is a subsidiary of Echo. All investment certificates held by Barconsel were transferred to Echo on 18 November 2015.

7.2 There were no assets acquired or to be acquired out of the proceeds of any issues.

7.3 The ordinary shares issued to Echo on 17 February 2016 were issued at a price equal to the Company’s net asset value per share, which was considered to represent the fair value for the company’s shares.

7.4 Ordinary shares may be issued pursuant to a resolution of the general meeting or of the board of directors designated for that purpose by a resolution of the general meeting or the articles of association, which designation shall be valid until the Company’s next annual general meeting or for a period of fifteen (15) months, whichever period is shorter, provided that any such issue of shares is subject to applicable listing rules (including the JSE Listings Requirements) and approved by any applicable listing authority (including the JSE) to the extent required. The board of directors shall be designated by the general meeting, and upon such designation the number of (ordinary) shares which may be issued (or a maximum percentage of the Company’s issued share capital at the time of the designation that may be issued pursuant to such authority) will be specified. For details of the general authority to issue shares that is in place as at the last practicable date, please see paragraph 3.11 of this Annexure 21.

8. STATEMENT AS TO LISTING ON STOCK EXCHANGE

8.1 The issued ordinary share capital of the Company was listed on the Euro MTF market of the LuxSE on Tuesday, 23 August 2016.

8.2 The issued preference share is not listed on any other stock exchange and will not be listed on the JSE or otherwise.

9. CONVERTIBLE DEBT SECURITIES, EXCHANGEABLE DEBT SECURITIES OR DEBT SECURITIES WITH WARRANTS ATTACHED

There are no convertible debt securities, exchangeable debt securities or debt securities with warrants attached in respect of the company.

153

Ann

exur

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4.2 The investment loan in respect of Oxygen, Szczecin will be financed by debt at an estimated margin of 2.25% per annum, plus three-month EURIBOR. At least 50% of the debt will be fixed. The term of the loan will be three years.

4.3 No loans arose from the purchase of assets by EPP or its subsidiaries.

5. MATERIAL LOANS RECEIVABLE BY THE GROUP

As at the last practicable date:

5.1 neither EPP nor its subsidiaries have made any loans or other advances to any person;

5.2 there are no interest and/capital redemption payments in arrears; and

5.3 there have been no loans furnished to or for the benefit of any director or manager or any associate of any director of manager of the group.

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Annexure 23

CORPORATE GOVERNANCE STATEMENT

1. BOARD OF DIRECTORS

EPP’s board considers sound corporate governance practices to be a critical element in delivering sustainable growth for the benefit of all stakeholders. In conducting the affairs of the company, the board endorses the principles of fairness, responsibility, transparency and accountability advocated by the principles of the Code of Corporate Practices and Conduct set out in the King Report on Corporate Governance (“King III”).

In regularly reviewing the company’s governance structures, the board exercises and ensures effective and ethical leadership, always acting in the best interests of the company and at the same time concerning itself with the sustainability of its business operations.

A register of all 75 King III principles and the extent of EPP’s compliance therewith is available on the company’s website at www.echo-pp.com.

The board of directors consists of two executive directors and nine non-executive directors, five of whom are considered independent according to King III. The chairman, Robert Weisz, is an independent non-executive director whose role is separate from that of the chief executive officer (“CEO”).

The non-executive directors are individuals of calibre, credibility and have the necessary skills and experience to provide judgement that is independent of management on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance.

The current board’s diversity of professional expertise and demographics make it a highly effective board with regards to EPP’s current strategies. The board, through the nomination and remuneration committees, shall ensure that in nominating successive directors for appointment by the general meeting, the board as a whole will continue to reflect, whenever possible, a diverse set of professional and personal backgrounds ensuring a clear balance of power and authority so that no one director has unfettered powers of decision making. The information needs of the board are reviewed annually and directors have unrestricted access to all company information, records and documents to enable them to conduct their responsibilities sufficiently.

In terms of the articles of association, one-third of the non-executive directors must be re-elected annually.

Board meetings will be held at least quarterly, with additional meetings convened when circumstances necessitate. The board sets the strategic objectives of EPP and determines the company’s investment and performance criteria, and is in addition responsible for the company’s sustainability, proper management, control and, compliance, and the ethical behaviour of the businesses under its direction. The board has established specific committees to give detailed attention to certain of its responsibilities, which operate within defined, written terms of reference that are capable of amendment by the board from time to time as the need arises.

The board will establish a formal orientation programme to familiarise incoming directors with the company’s operations, senior management and business environment, and to induct them in their fiduciary duties and responsibilities. New directors with no or limited board experience will receive development and education to inform them of their duties, responsibilities, powers and potential liabilities.

Directors will ensure that they have a working understanding of applicable laws. The board will ensure that the company complies with applicable laws and considers adherence to non-binding industry rules and codes and standards. In deciding whether or not non-binding rules shall be complied with, the board will factor the appropriate and ethical considerations that must be taken into account.

The board will appraise the chairperson’s performance and ability to add value on an annual or such other basis as the board may determine. The nomination and remuneration committee will appraise the performance of the CEO and other senior executives, at least annually.

The board as a whole, as well as individual directors, will have their overall performance reviewed on an annual basis in order to identify areas of concern or improvement in the discharge of its/their functions. This review will be undertaken by the chairperson and, if so determined by the board, an independent service provider. An overview of the appraisal process, results and action plan will be disclosed in the group’s integrated report. Nominations for the re-appointment of a director will only occur after the evaluation of the performance and attendance of the director.

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The board will determine a policy for detailing the procedures for appointments to the board. Such appointments are to be formal and transparent and a matter for the board as a whole assisted where appropriate by the nomination and remuneration committee.

The board has approved a charter setting out its responsibilities for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the company’s risk management and internal controls, communication policy and director selection, orientation and evaluation. The group member companies shall adopt the governance framework, policies, processes and procedures as set by the board in consultation with the directors of its various subsidiaries.

The board has delegated certain functions to the audit and risk committee, the nomination and remuneration committee and the investment committee. The board is conscious of the fact that such delegation of duties is not an abdication of the board members’ responsibilities.

2. AUDIT AND RISK COMMITTEE

The board has established an audit and risk committee comprising Peter Driessen (chairperson), Robert Weisz and Andrea Steer, all of whom are independent non-executive directors. All of the members are financially literate.

The committee’s primary objective is to provide the board with additional assurance regarding the efficacy and reliability of the financial information used by the directors to assist them in the discharge of their duties. The committee monitors the existence of adequate and appropriate financial and operating controls and ensures that significant business, financial and other risks have been identified and are being suitably managed, and satisfactory standards of governance, reporting and compliance are in operation.

In compliance with its oversight role in relation to the preparation of this report, the audit and risk committee has had due regard to all factors and risks that may impact on the integrity of the integrated report.

Within this context, the committee is responsible for the company’s systems of internal, financial and operational control.

The executive directors are charged with the responsibility of determining the adequacy, extent and operation of these systems. Comprehensive reviews and testing of the effectiveness of the internal control systems in operation will be performed by management and the property manager and accompanied by external audits conducted by external practitioners whose work will be overseen by, and reported to, the audit and risk committee. These systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial statements, to safeguard, verify and maintain accountability of the company’s assets, and to identify and minimise significant fraud, potential liability, loss and material misstatement while complying with applicable laws and regulations. The audit and risk committee is governed by a charter which was approved by the board.

Due to the size of the company, the board does not consider it to be cost effective to maintain a full-time internal audit function. The company’s situation and needs in terms of internal audit function will be reassessed on a yearly basis. The board has mandated the audit and risk committee to initiate internal audit investigations as and when deemed necessary.

The audit and risk committee meets at least three times a year. Executives and managers responsible for finance and the external auditors attend the audit and risk committee meetings. The audit and risk committee is responsible for reviewing the finance function of the company on an annual basis.

The audit and risk committee may authorise engaging for non-audit services with the appointed external auditors or any other practising firm of auditors, after consideration of the following:

• the essence of the work to be performed may not be of a nature that any reasonable and informed observer would construe as being detrimental to good corporate governance or in conflict with that normally undertaken by the accountancy profession;

• the nature of the work being performed will not affect the independence of the appointed external auditors in undertaking the normal audit assignments;

• the work being done may not conflict with any requirement of generally accepted accounting practice or principles of good corporate governance;

• consideration to the operational structure, internal standards and processes that were adopted by the audit firm in order to ensure that audit independence is maintained in the event that such audit firm is engaged to perform accounting or other non-audit services to its client base. Specifically:

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– of these services to the company; – the company may not appoint a firm of auditors to EPP’s systems or processes where such firm of auditors will

later be required to express a view as to the functionality or effectiveness of such systems or processes; and• the company may not appoint a firm of auditors to provide services where such firm of auditors will later be required

to express a view on the fair representation of information based on the result the total fee earned by an audit firm for non-audit services in any financial year of the company, expressed as a percentage of the total fee for audit services, may not exceed 35% without the approval of the board; and

• a firm of auditors will not be engaged to perform any management functions (e.g. acting as curator) without the express prior approval of the board. A firm of auditors may be engaged to perform operational functions, including that of bookkeeping, when such firm of auditors are not the appointed external auditors of the company and work is being performed under management supervision.

The audit and risk committee may delegate the approval of the appointment of a firm of auditors for non-audit services to management. Management shall report back on the use of the appointed external auditors or any other practising firm of auditors for non-audit services at meetings of the audit and risk committee.

Information relating to the use of non-audit services from the appointed external auditors of the company shall be disclosed in the notes to the annual financial statements. Separate disclosure of the amounts paid to the appointed external auditors for non-audit services as opposed to audit services, shall be made in the annual financial statements.

The audit and risk committee must consider on an annual basis and satisfy itself of the appropriateness of the expertise and experience of the financial director and the company must confirm this by reporting to shareholders in its annual report that the audit and risk committee has executed this responsibility. The audit and risk committee has satisfied itself of the appropriateness of the expertise and experience of the financial director.

The risk management policy is in accordance with industry practice and specifically prohibits EPP from entering into any derivative transactions that are not in the normal course of the company’s business.

3. NOMINATION AND REMUNERATION COMMITTEE

The nomination and remuneration committee is comprised of Marek Belka (chairperson), Andrea Steer and Dionne Hirschowitz, all of whom are independent non-executive directors. The nomination and remuneration committee’s primary responsibilities are:

• to assess, nominate, recruit, nominate for appointment and approve new directors; and• to monitor the remuneration policy of the company and more specifically the executive directors and ensure that

directors and executives are remunerated fairly and responsibly.The procedure for appointments to the board is formal and transparent, free from any dominance of any one particular shareholder. Any new appointees are required to possess the necessary skills to contribute meaningfully to board deliberations and to enhance board composition in accordance with recommendation, legislation, regulations and best practice.

The committee considers the mix of regular salary remuneration, annual bonuses and incentive elements that meet the company’s needs. Incentives are based on targets that are stretching, verifiable and relevant.

Remuneration of non-executive directors, who do not receive incentive awards, is reviewed and set by the committee for ultimate approval by shareholders. The CEO and financial director attend meetings by invitation.

The committee is mandated by the board to authorise the remuneration and incentivisation of all employees, including executive directors. In addition, the committee recommends directors’ fees payable to non-executive directors and members of board sub-committees.

The committee’s responsibilities and duties are governed by a charter. The number of meetings held will be disclosed in the integrated annual report for 2016.

4. INVESTMENT COMMITTEE

The board has established an investment committee comprised of Marc Wainer (chairperson), Peter Driessen, Andrew König, Maciej Dyjas, Nebil Senman and Hadley Dean.All of the members of the committee are experienced investors who have successfully concluded and realised investments in the property sector, both in Poland and internationally. The committee’s primary objective will be:

(i) to consider suitable acquisitions, which fit within the company’s business strategy; and(ii) to make final decisions regarding acquisitions and disposals to be made by the company, acting under a delegated

mandate from the board.

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The investment committee will meet on an ad hoc basis as may be required in order to fulfil its mandate.

The investment committee will report at the company’s annual general meeting how it has discharged its duties during the financial year to be reported on.

The board of directors will determine the committee’s authority level.

5. INTERNAL CONTROLS

To meet the company’s responsibility to provide reliable financial information, the company maintains financial and operational systems of internal control. These controls are designed to provide reasonable assurance that transactions are concluded in accordance with management’s authority, that the assets are adequately protected against material losses, unauthorised acquisition, use or disposal, and those transactions are properly authorised and recorded.

The systems include a documented organisational structure and division of responsibility, established policies and procedures which are communicated throughout the group, and the careful selection, training and development of people.

The company monitors the operation of the internal control systems in order to determine if there are deficiencies. Corrective actions are taken to address control deficiencies as they are identified. The board of directors, operating through the audit and risk committee, oversees the financial reporting process and internal control systems. There are inherent limitations on the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, an effective internal control system can provide only reasonable assurance with respect to financial statement preparation and the safeguarding of assets.

6. THE COMPANY SECRETARY

The board of directors have direct access to the company secretary, Rafał Kwiatkowski, who provides guidance and assistance in-line with the requirements outlined in King III and the JSE Listings Requirements.

The company secretary will be subjected to an annual evaluation by the board wherein the board will satisfy itself as to the competence, qualifications and experience of the company secretary.

The company secretary, where necessary, arranges training on changing regulations and legislation and could involve the group’s sponsors, auditors or organisations such as the institute of directors. The company secretary is not a member of the board and an arm’s length relationship exists between the board of directors and the company secretary.

The board is satisfied that an arm’s length relationship is maintained between the company and the company secretary through the provisions of a service agreement entered into between the company and the company secretary which limits the duties of the company secretary to only those related to the corporate governance of the company and the administration of company documentation.

7. DIRECTORS’ DEALINGS AND PROFESSIONAL ADVICE

The company will operate a policy of prohibiting dealings by directors, the company secretary and certain other managers in periods immediately preceding the announcement of its interim and year-end financial results, any period while the company is trading under cautionary announcement and at any other time deemed necessary by the board.

The board will determine an insider dealings code and establish a procedure for directors, in furtherance of their duties, to take independent professional advice, if necessary, at the company’s expense. All directors have access to the advice and services of the company secretary.

8. COMMUNICATION

It will be the policy of EPP to meet regularly with institutional shareholders, private investors and investment analysts, as well as to provide presentations on the company and its performance and shall promote a stakeholder inclusive approach in operating the company.

The board appreciates that shareholder perceptions affect the company’s reputation and in this regard will establish a policy for the engagement of the company’s stakeholders. The board will encourage shareholders to attend annual general meetings.

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9. INTEGRATED REPORTING

The group’s annual report and accounts include detailed reviews of the company, together with a detailed review of the financial results and financing positions. In this way the board seeks to present a balanced and understandable assessment of the group’s position and prospects.

The group will establish comprehensive management reporting disciplines which include the preparation of monthly management accounts, detailed budgets and forecasts. Monthly results, the financial position and cash flows of operating units will be reported against approved budgets and compared to the prior period. Profit and cash flow forecasts will be reviewed regularly and working capital levels are monitored on an ongoing basis.

Sustainability reporting and disclosure shall be integrated with the company’s financial reporting. The financials will state the company’s positive and negative impacts and detail whatever steps have been taken to ameliorate the negative impacts. The board will ensure the integrity of the group’s integrated report.

10. BUSINESS RESCUE

The board will consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed. In this regard the board will ensure the company’s solvency and liquidity is continuously monitored. A suitable practitioner will be appointed in the event that business rescue is adopted.

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Annexure 24

SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS

EPP has obtained SARB Exchange Control approval for the private placement in terms of the pre-listing statement. In line with the Exchange Control approval obtained from the SARB, ordinary shares in the company will only be allotted and issued to the applicants on listing date of the private placement shares and will only be issued on market as listed shares. The subscription for ordinary shares and the trade in ordinary shares subsequent to listing may only be done in terms of the Exchange Control Regulations.

Set out below is a summary of the Exchange Control Regulations relating to the subscription for ordinary shares in terms of the private placement and the trade in EPP ordinary shares in South Africa.

This summary of the Exchange Control Regulations is intended as a guide only and is therefore not comprehensive. If you are in any doubt you should consult an appropriate professional advisor immediately.

1. SOUTH AFRICAN PRIVATE INDIVIDUALS

The subscription for ordinary shares in terms of the private placement or the acquisition of ordinary shares on the market by a South African private individual will not affect such person’s foreign investment allowance under Exchange Control Regulations.

A South African private individual need not take any additional administrative actions and can instruct its broker to accept, buy and sell EPP ordinary shares on its behalf in EPP as it would with any other listed security on the JSE. Such ordinary shares are on the SA share register and are Rand-denominated.

2. SOUTH AFRICAN INSTITUTIONAL INVESTORS

As announced by the Minister of Finance in the 2011 Medium-Term Budget Policy Statement, all inward listed shares on the JSE traded and settled in Rand are now classified as domestic for the purposes of Exchange Control. Accordingly, South African retirement funds, long-term insurers, collective investment scheme management companies and asset managers who have registered with the SARB Exchange Control Department as institutional investors for Exchange Control purposes and Authorised Dealers approved as such by SARB may now invest in such shares without affecting their permissible foreign portfolio investment allowances or foreign exposure limits.

South African institutional investors may therefore subscribe for ordinary shares in terms of the private placement or acquire ordinary shares on the market without affecting their foreign portfolio investment allowances or foreign exposure limits.

3. MEMBER BROKERS OF THE JSE

The Exchange Control Rulings provides for a special dispensation to local brokers to facilitate the trading in inward listed shares. South African brokers are now allowed, as a book-building exercise, to purchase EPP ordinary shares offshore and to transfer the ordinary shares to the SA share register. This special dispensation is confined to inward listed shares and brokers may warehouse such shares for a maximum period of thirty days only.

4. SOUTH AFRICAN CORPORATE ENTITIES, BANKS, TRUSTS AND PARTNERSHIPS

South African corporate entities, banks, trusts and partnerships may subscribe for ordinary shares in terms of the private placement or acquire ordinary shares on the market without restriction.

5. NON-RESIDENTS OF THE COMMON MONETARY AREA

Non-residents of the common monetary area may subscribe for ordinary shares in terms of the private placement or acquire ordinary shares on the market, provided that payment is received in foreign currency or Rand from a non-resident account.

Non-residents may sell EPP ordinary shares on the market and repatriate the proceeds without restriction.

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Former residents of the common monetary area who have emigrated may use emigrant blocked funds to subscribe for ordinary shares in terms of the private placement or acquire the ordinary shares on the market. The ordinary shares will be credited to their blocked share accounts at the Central Securities Depository Participant controlling their blocked portfolios. The sale proceeds derived from the sale of the ordinary shares will be transferred to the Authorised Dealer in foreign exchange controlling the emigrants’ blocked assets for credit to the emigrants’ blocked account.

6. MOVEMENT OF EPP ORDINARY SHARES BETWEEN REGISTERS

Ordinary shares in EPP are fully fungible and may be transferred between registers, subject to investors obtaining necessary exchange control approvals where necessary.

South African resident investors may only acquire ordinary shares, via the JSE, that are already on the South African branch register maintained by EPP’ transfer secretaries.

Member brokers of the JSE may acquire ordinary shares on foreign exchanges and transfer ordinary shares to the South African register as described in paragraph 3 above.

Non-residents are not subject to Exchange Control Regulations and may freely transfer ordinary shares between branch registers.

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Annexure 25

TAX CONSIDERATIONS

South African Taxation

1. GENERAL

The commentary below is based on the current South African Income Tax law as contained in the Income Tax Act No 58 of 1962, as amended (“the Act”) and international tax principles. These principles are subject to change occasioned by future legislative amendments and court decisions. The commentary does not constitute tax advice and is intended only as a guide on the South African tax treatment of:

• dividend distributions by EPP to South African tax resident shareholders only in respect of those EPP ordinary shares that are listed on the JSE; and

• the future disposal of the EPP shares by the South African shareholders.Accordingly, the commentary does not consider the South African tax treatment in the hands of South African tax resident shareholders who hold EPP ordinary shares that are listed on the LuxSE.

The commentary applies only to South African tax resident shareholders who are the beneficial owners of the EPP ordinary shares.

We have limited our commentary to cover only South African tax resident shareholders that constitute individuals and companies.

Prospective investors who are in any doubt as to their tax position, or who own their shares through the Luxembourg Stock Exchange, or who are subject to tax in a jurisdiction other than South Africa are strongly advised to consult their own professional advisers.

1.1 South African income tax considerations on foreign dividends distributions

We summarise the expected South African income tax implications for those individuals and companies holding shares in EPP that are listed on the JSE upon the receipt or accrual of foreign dividends.

1.1.1 Individual shareholders

Cash settled foreign dividends received by or accrued to individual shareholders in EPP are exempt from normal income tax, where such foreign dividends are received or accrued in respect of the EPP shares that are listed on the JSE.

1.1.2 Company shareholders

Cash settled foreign dividends received by or accrued to a company that holds shares in EPP are exempt from normal income tax, if such foreign dividends are received or accrued in respect of the EPP shares that are listed on the JSE.

1.2 Imposition of South African dividends tax on foreign dividend distributions

Cash settled foreign dividends paid by a non-resident company in respect of shares that are listed on the JSE are subject to South African dividends tax at a rate of 15%. As such, South African dividends tax will be triggered on foreign dividends distributed by EPP in respect of the EPP shares listed on the JSE, but subject to certain exemptions that may apply, depending on the nature of the shareholder.

1.2.1 Application to individual shareholders

Individuals are not exempt from dividends tax, therefore South African dividends tax will be withheld at a rate of 15% on any foreign dividends paid to the individual shareholders, in respect of the EPP shares listed on the JSE.

The Netherlands may impose a withholding tax on dividends paid in respect of the EPP shares that are listed on the JSE at a rate of 15%. This rate may be reduced to 10% in terms of the Double Tax Agreement (“DTA”) between South Africa and the Netherlands (“SA/Netherlands DTA”), provided certain requirements have been complied with. Recent case law within the Netherlands may suggest that

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this withholding tax may be reduced further, and accordingly we advise that each individual shareholder seeks his or her own tax advice.

Individual shareholders may claim the foreign taxes suffered in the Netherlands as a rebate against the dividends tax payable in South Africa, subject to meeting certain requirements. The regulated intermediary will be responsible for imposing the 15% dividends tax and will deduct from the 15% any dividend withholding tax suffered within the Netherlands.

1.2.2 Application to company shareholders

South African resident company shareholders are exempt from dividends tax. In order to qualify for the exemption, the company shareholders would need to submit a declaration and an undertaking (in the form prescribed by the South African Revenue Service) prior to the date of payment of the dividend.

The Netherlands may also impose a withholding tax on dividends at a rate of 15% on foreign dividends paid to the South African resident company shareholders in respect of the EPP shares listed on the JSE. This dividends withholding tax rate may be reduced to 5% in terms of the SA/Netherlands DTA, provided certain requirements are met.

Recent case law within the Netherlands may suggest that this withholding tax may be reduced further, and accordingly we advise that each company shareholder seeks its own tax advice.

As foreign dividends payable to the resident company shareholders are exempt from dividends tax, the resident company shareholders may not claim the foreign taxes paid in the Netherlands as a rebate.

1.3 Taxation on disposal of the EPP shares listed on the JSE

South Africa taxpayers are subject to tax on their worldwide income including gains and losses on the sale of any assets, including shares.

The South African tax system distinguishes between the tax treatment of receipts and accruals of a revenue nature and those of a capital nature. Capital receipts are subject to capital gains tax, while revenue receipts are subject to normal income tax.

1.3.1 Tax implications where the EPP shares are held as trading stock

To the extent that the shares in EPP are held for trading purposes, any gains or losses arising from the disposal of shares will likely be considered revenue in nature and should be subject to South African normal income tax.

Companies are subject to normal income tax at a corporate income tax rate of 28%, whilst individuals are taxed on a sliding scale. The statutory tax rates for individuals range between 0% and 41%.

However, where the EPP shares were held for a continuous period of at least three years, any gains or losses derived from the disposal of such shares will be deemed to be capital in nature. In which case capital gains tax would be levied.

1.3.2 Tax implications where the EPP shares are held for investment purposes

Receipt or accruals of a capital nature are subject to Capital Gains Tax (“CGT”) at an effective tax rate of 22.4% for companies (which is the inclusion rate of the gain into taxable income at 80% multiplied by the tax rate of 28%), or 16.4% for individuals (which is the inclusion rate at 40% multiplied by the highest marginal tax rate of 41%).

For individual shareholders, an annual exclusion from capital gains can be applied against any capital gain.

A capital gain or loss is calculated as the difference between the proceeds realised on the disposal of the EPP shares and the base cost of that asset (i.e. cost incurred). Where the “proceeds” derived from the disposal of the EPP shares exceed the “base cost”, a capital gain will arise in the hands of the shareholders. However, where the “base cost” of the EPP shares exceeds the “proceeds”, a capital loss will arise.

In certain instances where a shareholder disposes of the EPP shares on capital account, depending on the facts and circumstances, such shareholder may rely on the participation exemption from CGT, subject to meeting very specific requirements. Accordingly, this should be examined on a case by case basis.

Under the SA/Netherlands DTA only South Africa has the right to tax the gains from the disposal of the EPP shares by South African resident shareholders. Consequently, the Netherlands’ right to tax any gains from the disposal of the EPP shares is restricted.

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1.4 Securities transfer tax implications

Securities Transfer Tax (“STT”) is levied in respect of every transfer of the EPP shares that are listed on the JSE at the rate of 0.25 per cent of the taxable amount.

When the EPP listed shares are transferred through the agency of or from a member (i.e. a JSE stockbroker) or when the transfer of the EPP listed shares is effected by a participant (i.e. a person that holds in custody and administers a listed share), the member or participant will be liable for the STT. That member or participant may, however, recover the STT payable from the person to whom the EPP listed shares were transferred.

For the purposes of the calculation of the STT, the taxable amount shall be the following:

• Where the EPP listed shares are transferred through the agency of or from a member (i.e. a JSE stockbroker), the STT must be calculated on the purchase consideration.

• However, where the transfer of the EPP listed shares is effected by a participant, the STT must be calculated with reference to the declared consideration. If no consideration is declared or if the declared consideration is less than the lowest JSE traded price on the date of the transaction, the STT must be calculated with reference to the closing price on that date.

Dutch Taxation

This summary solely addresses the principal Dutch tax consequences of the acquisition, ownership and disposal of EPP ordinary shares and does not purport to describe every aspect of taxation that may be relevant to a particular holder. Tax matters are complex, and the tax consequences of the private placement to a particular holder of EPP ordinary shares will depend in part on such holder’s circumstances. Accordingly, a holder is urged to consult his own tax advisor for a full understanding of the tax consequences of the private placement to him, including the applicability and effect of Dutch tax laws.

Where in this summary English terms and expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law. Where in this summary the terms “the Netherlands” and “Dutch” are used, these refer solely to the European part of the Kingdom of the Netherlands. This summary assumes that EPP is organised, and that its business will be conducted, in the manner outlined in this prospectus. A change to such organisational structure or to the manner in which EPP conducts its business may invalidate the contents of this summary, which will not be updated to reflect any such change.

This summary is based on the tax law of the Netherlands (unpublished case law not included) as it stands at the date of this prospectus. The tax law upon which this summary is based, is subject to changes, possibly with retroactive effect. Any such change may invalidate the contents of this summary, which will not be updated to reflect such change.

The summary in this Annexure 25, section “Dutch taxation” does not address the Dutch tax consequences for a holder of EPP ordinary shares who:

(i) is a person who may be deemed an owner of EPP ordinary shares for Dutch tax purposes pursuant to specific statutory attribution rules in Dutch tax law;

(ii) is, although in principle subject to Dutch corporation tax, in whole or in part, specifically exempt from that tax in connection with income from EPP ordinary shares;

(iii) is an investment institution as defined in the Dutch Corporation Tax Act 1969;

(iv) owns EPP ordinary shares in connection with a membership of a management board or a supervisory board, an employment relationship, a deemed employment relationship or management role; or

(v) has a substantial interest in EPP or a deemed substantial interest in EPP for Dutch tax purposes. Generally, a person holds a substantial interest if (a) such person – either alone or, in the case of an individual, together with his partner or any of his relatives by blood or by marriage in the direct line (including foster-children) or of those of his partner for Dutch tax purposes – owns or is deemed to own, directly or indirectly, 5% or more of the shares or of any class of shares of EPP, or rights to acquire, directly or indirectly, such an interest in the shares of EPP or profit participating certificates relating to 5% or more of the annual profits or to 5% or more of the liquidation proceeds of EPP, or (b) such person’s shares, rights to acquire shares or profit participating certificates in EPP are held by him following the application of a non-recognition provision.

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Taxes on income and capital gains

Resident holders of EPP ordinary shares

A holder of EPP ordinary shares who is resident or deemed to be resident in the Netherlands for Dutch tax purposes is fully subject to Dutch income tax if he is an individual or fully subject to Dutch corporation tax if it is a corporate entity, or an entity, including an association, a partnership and a mutual fund, taxable as a corporate entity, as described in the summary below.

Individuals deriving profits or deemed to be deriving profits from an enterprise

Any benefits derived or deemed to be derived from or in connection with EPP ordinary shares that are attributable to an enterprise from which an individual derives profits, whether as an entrepreneur or pursuant to a co-entitlement to the net value of an enterprise, other than as a shareholder, are generally subject to Dutch income tax at progressive rates up to 52%.

Individuals deriving benefits from miscellaneous activities

Any benefits derived or deemed to be derived from or in connection with EPP ordinary shares that constitute benefits from miscellaneous activities by an individual are generally subject to Dutch income tax at progressive rates up to 52%.

An individual may, inter alia, derive, or be deemed to derive, benefits from or in connection with EPP ordinary shares that are taxable as benefits from miscellaneous activities if his investment activities go beyond regular active portfolio management.

Other individuals

If a holder of EPP ordinary shares is an individual whose situation has not been discussed before in this section “Dutch taxation – Taxes on income and capital gains – Resident holders of EPP ordinary shares”, the value of his EPP ordinary shares forms part of the yield basis for purposes of tax on benefits from savings and investments. A deemed benefit of 4% per annum of this yield basis is taxed at the rate of 30%. Actual benefits derived from or in connection with his EPP ordinary shares are not subject to Dutch income tax.

Corporate entities

Any benefits derived or deemed to be derived from or in connection with EPP ordinary shares that are held by a corporate entity, or an entity, including an association, a partnership and a mutual fund, taxable as a corporate entity, are generally subject to Dutch corporation tax.

General

A holder of EPP ordinary shares will not be deemed to be resident in the Netherlands for Dutch tax purposes by reason only of the execution and/or enforcement of the documents relating to the private placement of EPP ordinary shares or the performance by EPP of its obligations under such documents or under the EPP ordinary shares.

Non-resident holders of EPP ordinary shares

Individuals

If a holder of EPP ordinary shares is an individual who is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch income tax, he will not be subject to Dutch income tax in respect of any benefits derived or deemed to be derived from or in connection with EPP ordinary shares, except if:

(i) he derives profits from an enterprise, whether as an entrepreneur or pursuant to a co-entitlement to the net value of such enterprise, other than as a shareholder, and such enterprise is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands, and his EPP ordinary shares are attributable to such permanent establishment or permanent representative; or

(ii) he derives benefits or is deemed to derive benefits from or in connection with EPP ordinary shares that are taxable as benefits from miscellaneous activities performed in the Netherlands.

Corporate entities

If a holder of EPP ordinary shares is a corporate entity, or an entity including an association, a partnership and a mutual fund, taxable as a corporate entity, which is neither resident, nor deemed to be resident in the Netherlands for purposes of Dutch corporation tax, it will not be subject to Dutch corporation tax in respect of any benefits derived or deemed to be derived from or in connection with EPP ordinary shares, except if:

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(i) it derives profits from an enterprise directly which is carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and to which permanent establishment or permanent representative its EPP ordinary shares are attributable; or

(ii) it derives profits pursuant to a co-entitlement to the net value of an enterprise which is managed in the Netherlands, other than as a holder of securities, and to which enterprise its EPP ordinary shares are attributable.

General

If a holder of EPP ordinary shares is neither resident nor deemed to be resident in the Netherlands, such holder will for Dutch tax purposes not carry on or be deemed to carry on an enterprise, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands by reason only of the execution and/or enforcement of the documents relating to the private placement of EPP ordinary shares or the performance by EPP of its obligations under such documents or under the EPP ordinary shares.

Dividend withholding tax

General

EPP is generally required to withhold and remit Dutch dividend withholding tax at a rate of 15% from dividends distributed by EPP, subject to possible relief under Dutch domestic law, the Treaty on the Functioning of the European Union or an applicable Dutch income tax treaty depending on a particular holder of EPP ordinary shares’ individual circumstances.

The concept “dividends distributed by EPP” as used in this Annexure 21, section “Dutch taxation” includes, but is not limited to, the following:

• distributions in cash or in kind, deemed and constructive distributions and repayments of capital not recognised as paid-in for Dutch dividend withholding tax purposes;

• liquidation proceeds and proceeds of repurchase or redemption of EPP ordinary shares in excess of the average capital recognised as paid-in for Dutch dividend withholding tax purposes;

• the par value of EPP ordinary shares issued by EPP to a holder of EPP ordinary shares or an increase of the par value of EPP ordinary shares, as the case may be, to the extent that it does not appear that a contribution, recognised for Dutch dividend withholding tax purposes, has been made or will be made; and

• partial repayment of capital, recognised as paid-in for Dutch dividend withholding tax purposes, if and to the extent that there are net profits, unless (a) the general meeting of the EPP’s shareholders has resolved in advance to make such repayment and (b) the par value of the EPP ordinary shares concerned has been reduced by an equal amount by way of an amendment to the EPP’s articles of association.

Gift and inheritance taxes

No Dutch gift tax or Dutch inheritance tax will arise with respect to an acquisition or deemed acquisition of EPP ordinary shares by way of gift by, or upon the death of, a holder of EPP ordinary shares who is neither resident nor deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax except if, in the event of a gift whilst not being a resident nor being a deemed resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax, the holder of EPP ordinary shares becomes a resident or a deemed resident in the Netherlands and dies within 180 days after the date of the gift.

For purposes of Dutch gift tax and Dutch inheritance tax, a gift of EPP ordinary shares made under a condition precedent is deemed to be made at the time the condition precedent is satisfied.

Registration taxes and duties

No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty, other than court fees, is payable in the Netherlands in respect of or in connection with the execution and/or enforcement (including by legal proceedings and including the enforcement of any foreign judgment in the courts of the Netherlands) of the documents relating to the private placement of EPP ordinary shares, the performance by EPP of its obligations under such documents, or the transfer of EPP ordinary shares, except that Dutch real property transfer tax may be due upon an acquisition in connection with EPP ordinary shares of real property situated in the Netherlands, (an interest in) an asset that qualifies as real property situated in the Netherlands, or (an interest in) a right over real property situated in the Netherlands, for the purposes of Dutch real property transfer tax.

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Annexure 26

INFORMATION ON THE UNDERWRITERS

1. REDEFINE PROPERTIES LIMITED

1.1 Directors

Marc Wainer – Executive chairman

Andrew Konig – Chief executive officer

Bernie Nackan – Independent non-executive

Marius Barkhuysen – Independent non-executive

Leon Kok – Chief financial officer

Nomalizo-Beryl Langa-Royds – Independent non-executive

Phumzile Langeni – Independent non-executive

Harish Mehta – Non-executive

David Nathan – Independent non-executive

David Rice – Chief operating officer

Mike Ruttell – Executive

Gunter Steffens – Independent non-executive

Michael Watters – Non-executive

1.2 Set out below are the names of directors of EPP, that are directly or indirectly beneficially interested in the issued shares of Redefine Properties Limited as at the last practicable date. Where these are associates of directors of the company, this has been indicated.

Ordinary shares

Name of shareholderNumber of

ordinary shares% of ordinary shares in issue

Marc Wainer 21 679 970 0.428Andrew Konig 4 162 556 0.082Dionne Hirschowitz 2 955 516 0.058

Total 28 798 042 0.568

2. CV CINQUE LIMITED

2.1 Directors

Woodburne Corporation (BVI) Limited

2.2 No directors of EPP are directly or indirectly beneficially interested in the issued shares of CV Cinque Limited at the last practicable date.

3. ANCHOR CAPITAL PROPRIETARY LIMITED

3.1 Directors

Peter Graham Armitage

Todd Evan Kaplan

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3.2 No directors of EPP are directly or indirectly beneficially interested in the issued shares of Anchor Capital Proprietary Limited at the last practicable date.

4. OXIANA LIMITED

4.1 Directors

Chaumont (Directors) Limited

4.2 No directors of EPP are directly or indirectly beneficially interested in the issued shares of Oxiana Limited at the last practicable date.

5. ARGON HOLDING INC.

5.1 Directors

Chaumont (Directors) Limited

Helicon (Directors) Limited

Hermes (Secretaries) Limited

5.2 No directors of EPP are directly or indirectly beneficially interested in the issued shares of Argon Limited at the last practicable date.

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Echo Polska Properties N.V.(Incorporated in The Netherlands)




PRIVATE PLACEMENT APPLICATION FORM

TO BE COMPLETED BY INVITED INVESTORS

An offer (“the private placement”) to invited investors to subscribe for ordinary shares in EPP (“the private placement shares”) at an issue price, payable in Rand, equivalent to EUR1.45 per private placement share determined at a EUR:ZAR exchange rate to be hedged by the company and as notified by the company to investors following the close of the offer for subscription on Tuesday, 6 September 2016 (“issue price), to invited investors in terms of the pre-listing statement issued on or about Wednesday, 31 August 2016 (“pre-listing statement”).

Successful applicants will be advised of their allotment of private placement shares from Wednesday, 7 September 2016.

Please refer to the instructions below before completing this application form.

Dematerialised shares

The allocated private placement shares will be transferred to successful applicants in dematerialised form only. Accordingly, all successful applicants must appoint a Central Securities Depository Participant (“CSDP”) directly, or a broker, to receive and hold the dematerialised shares on their behalf. Should a shareholder require a physical share certificate for its EPP ordinary shares, it will have to rematerialise its ordinary EPP shares following the listing and should contact its CSDP or broker to do so.

As allocated private placement shares will be transferred to successful applicants on a delivery-versus-payment basis, payment will be made by your CSDP or broker on your behalf.

Invited investors should complete this application form in respect of the private placement and hand deliver or email it to:

If delivered by hand or by courier: If emailed:

Attention: Tamsyn de Beer [email protected] Capital Proprietary Limited6A Sandown Valley CrescentSandownSandton, 2196

In the event that this application form is submitted through a broker, the broker must stamp this application form.

This application form must be received by no later than 12:00 on Tuesday, 6 September 2016.

Invited investors must contact their CSDP or broker and advise them that they have submitted the application form as instructed above. Pursuant to the application, invited investors must make arrangements with their CSDP or broker for payment to be made as stipulated in the agreement governing their relationship with their CSDP or broker, in respect of the private placement shares allocated to them in terms of the private placement by the settlement date, expected to be Tuesday, 13 September 2016.

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Conditions precedent

The private placement is subject to achieving a spread of shareholders, being a minimum of 20% of the issued share capital being held by public shareholders at the point of listing on the JSE.

Reservation of rights

The board shall, in its sole discretion, determine an appropriate allocation mechanism, such that the placement shares will be allocated on an equitable basis, as far as reasonably possible, taking into account the spread requirements of the JSE, the liquidity of the ordinary shares and considering the potential shareholder base that the board wishes to achieve and whether or not the board considers it appropriate to grant preferential allocation to any applicant or group of applicants.

The directors of EPP reserve the right to accept or reject, either in whole or in part, any application form should the terms contained in the pre-listing statement and the instructions herein not be properly complied with.


To the directors:

Echo Polska Properties N.V.

1. I/We, the undersigned, confirm that I/we have full legal capacity to contract and, having read the pre-listing statement, hereby irrevocably apply for and request you to accept my/our application for the undermentioned value to subscribe for private placement shares under the private placement set out in the pre-listing statement and in terms of the terms and conditions set out therein and that may, in your absolute discretion, be allotted to me/us, subject to the articles of association of EPP.

2. I/We wish to receive my/our allocated private placement shares in dematerialised form and will deliver this application form to Java Capital Proprietary Limited, and will provide appropriate instructions to my/our CSDP or broker, as the case may be, with regard to the application herein and the payment thereof, as stipulated in the agreement governing my/our relationship with my/our CSDP or broker, as the case may be. I/We accept that payment in respect of this application will be, in terms of the custody agreement entered into between me/us and my/our CSDP or broker, as the case may be, on a delivery-versus-payment basis.

3. I/We understand that the subscription for private placement shares in terms of the pre-listing statement is conditional on the granting of a listing of the ordinary shares of EPP, by Tuesday, 13 September 2016 or such later date as the directors may determine, on the JSE.

Dated 2016 Telephone number ( )

Signature Mobile phone number

Assisted by (where applicable)

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Surname of individual or name of corporate body Mr

Mrs

Miss

Other title

Full names (if individual)

ID number/Registration number/Passport number

Street address (no abbreviations)

Suburb

Postal code

City

Postal address (preferably PO Box address)

Postal code

Telephone number ( )

Mobile phone number

Email address

Rand value of private placement shares applied for

R (Enter figures only – not words)

Required information must be completed by CSDP or broker with their stamp and signature affixed thereto.

CSDP name

CSDP contact person

CSDP contact telephone number

SCA or bank CSD account number

Scrip account number

Settlement bank account number

Stamp and signature of CSDP or broker

This application will constitute a legal contract between EPP and the applicant. Application forms will not be accepted unless the above information has been furnished.

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Instructions:1. Applications are irrevocable and may not be withdrawn once submitted.

2. CSDPs and brokers will be required to retain this application form for presentation to the directors if required.

3. Please refer to the terms and conditions of the private placement set out in Section Three of the pre-listing statement. Applicants should consult their broker or other professional advisor in case of doubt as to the correct completion of this application form.

4. Applicants need to have appointed a CSDP or broker and must advise their CSDP or broker in terms of the custody agreement entered into between them and their CSDP or broker. Payment will be made on a delivery-versus-payment basis.

5. No payment should be submitted with this application form.

6. If payment is dishonoured, or not made for any reason, EPP may, in its sole discretion, regard the relevant application as invalid or take such other steps in regard thereto as it may deem fit.

7. No receipts will be issued for application forms, application monies or any supporting documentation.

8. All alterations on this application form must be authenticated by full signature.

9. As allocated private placement shares are being transferred to successful applicants on a delivery-versus-payment basis, no payment will be required to be made if the private placement or JSE listing is not successful.