The conclusion of an annex to a share purchase and subscription agreement concerning shares in Echo Prime Properties B.V. with Redefine Properties Limited, the satisfaction of the conditions precedent specified in the above-referenced agreement and the sale by the Issuer of assets with a significant value involving the sale of shares in Echo Prime Properties B.V. to Redefine Properties Limited

With reference to current report No. 7/2016 of 1 March 2016, the management board of Echo Investment S.A. (the “Issuer”) hereby announces that on 1 June 2016 the Issuer and the Issuer"s subsidiary, i.e. Echo Prime Properties B.V. (the “Company”), and Redefine Properties Limited, with its registered office in Rosebank, the Republic of South Africa, (“Redefine”) concluded an annex to the share purchase and subscription agreement regarding shares in the Company which was executed on 1 March 2016 (the “Agreement”). Under the annex to the Agreement the parties, inter alia, agreed a final content of the conditions precedent to the Agreement and confirmed that all of the conditions precedent to the Agreement, i.e. the obtaining of the consent of the European Commission, the completion of restructuring (comprising, inter alia, the transfer to the Company of all of the shares in the companies which are the shareholders of the entities which own or are the perpetual usufructuaries of the real properties covered by the transaction), the obtaining of the consents required under relevant agreements for the transactions resulting from the Agreement and the execution by the Company of certain agreements indicated in the Agreement, have been satisfied. Moreover, the management board of the Issuer hereby announces that on 1 June 2016 the Issuer sold 116,188,135 shares with a nominal value of EUR 1 each in the Company, representing 54.8% of the share capital and 54.8% of the total number of votes in the Company (before the subscription for new shares in the Company by Redefine) (the “Sold Shares”) to Redefine.
The sale of the Sold Shares took place in performance of the Agreement (the information concerning the Agreement was disclosed by the Issuer in current report No. 7/2016). The price for the Sold Shares paid by Redefine to the Issuer was EUR 124.8 million and was paid in cash. The above-mentioned amount will be adjusted by the actual net debt and the working capital pursuant to the Agreement. The book value of the Sold Shares in the Issuer"s books as at 31 March 2016 was PLN 509,5 million. There are no relationships between the Issuer and the individuals that manage and supervise the Issuer on the one side and Redefine on the other. Furthermore, pursuant to the Agreement and certain other agreements connected with the transaction, Redefine subscribed for a total of 194,987,826 new shares in the Company in exchange for which the total amount of EUR 260,7 million was paid, and the Issuer subscribed for a total of 7,923,052 new shares in the Company in exchange for which the total amount of EUR 7,9 million was paid (jointly the “New Shares”). The number of the Sold Shares and the New Shares was determined in the following manner: Redefine will hold 311,175,961 shares with a nominal value of EUR 1 each, i.e. 75% plus one share in the share capital and the total number of votes in the Company, and the Issuer will hold 103,725,319 shares with a nominal value of EUR 1 each, i.e. 25% minus one share in the share capital and the total number of votes in the Company (taking into account the increase of the share capital resulting from issuance of the New Shares). The shares in the Company held by the Issuer represent a long-term capital investment of the Issuer. Moreover, the amount of EUR 9,775,000 will be released (by way of a preferred dividend distribution) by the Company to the Issuer from the escrow account.
Furthermore, in the course of the transactions, certain other agreements were concluded (information on those agreements was also disclosed by the Issuer in current report No. 7/2016), including a shareholders agreement concerning the Company concluded between the Issuer, Redefine and the Company (the “Shareholders Agreement”) regulating the cooperation between the Issuer and Redefine with respect to the Company, advisory agreements, agreements concerning a right of first offer (the “RFO”), an agreement on the management of the real estate development process, agreements on the extension of the Galaxy and Outlet Park properties based on which agreements the Issuer (as the developer) will implement such projects, agreements based on which the Issuer"s subsidiary is to manage the properties affected by the transaction, and other agreements and documents. The Sold Shares were considered a significant asset because their value exceeds 10% of the Issuer"s equity. Legal basis: Art. 56 section 1.2 of the Act dated 29 July 2005 on public offerings, the conditions governing the introduction of financial instruments to organised trading, and on public companies, and § 5 section 1.1 and section 1.4 of the Regulation of the Minister of Finance dated 19 February 2009 concerning current and periodical information disclosed by issuers of securities and the terms of recognising as equivalent information required by the laws of a non-Member State.