SHAPING THE FACE OF RETAIL IN POLAND NOTICE CONVENING 2018 ANNUAL GENERAL MEETING

Transcription

1 NOTICE CONVENING 2018 ANNUAL GENERAL MEETING Russia Lithuania Belarus Germany Czech Republic Ukraine Slovakia SHAPING THE FACE OF RETAIL IN POLAND ECHO POLSKA PROPERTIES N.V. (Incorporated in The Netherlands) (Company number ) JSE share code: EPP ISIN: NL LEI code: P7O9N5BN8C098 ( EPP or company )

2 PART I: Convening notice for the 2018 annual general meeting of EPP The shareholders and other persons entitled to attend general meetings of EPP are invited by the board of directors ( board ) of the company to attend the 2018 annual general meeting of the company on Thursday, 24 May 2018 at 10:00 am CET ( AGM ), to be held at Tribes at Gustav Mahlerplein 28, 1082 MA Amsterdam, The Netherlands. Registration will take place between 09:30 am CET and the commencement of the AGM at 10:00am CET. Once the AGM has started registration will no longer be possible. The AGM shall be conducted in English. This invitation must be read in conjunction with: PART II: Agenda PART III: Explanatory notes to agenda PART IV: General information PART V: Instructions and documents for participation and voting at the AGM Other: Abridged CV of each of the proposed members of the board Echo Polska Properties N.V. The Management board 1

3 PART II: Agenda 1. Opening. 2. Report of the board for the financial year 2017 (no vote). 3. Discussion on the company s corporate governance structure (no vote). 4. Implementation of remuneration policy for the board in the financial year 2017 (no vote). 5. Adoption of annual accounts for the financial year 2017 (resolution). 6. Explanation of dividend policy (no vote). 7. Determination of the appropriation of profit and dividend for the financial year 2017 (no vote). 8. Discharge of the members of the board (resolution). 9. Reappointment of four non-executive directors of the board (resolution). 10. Amendment of remuneration policy (resolution). 11. Establish the remuneration of the non-executive directors (resolution). 12. (a) Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares (resolution). (b) Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares for cash (resolution). 13. Authorisation of board to limit or exclude pre-emption rights (resolution). 14. Authorisation of board to acquire shares (resolution). 15. Amendment of the company s articles of association and authorisation of each member of the board and each employee of Loyens & Loeff N.V. to execute the deed of amendment to amend the company s name to EPP N.V. (resolution). 16. Non-binding advisory vote on the remuneration policy for the board (resolution). 17. Non-binding advisory vote on the remuneration implementation report for the financial year 2017 (resolution). 18. Any other business. 19. Closing. 2

4 PART III: Explanatory notes to the agenda 1. OPENING 2. REPORT OF THE BOARD FOR THE FINANCIAL YEAR 2017 (NO VOTE) This agenda item comprises an account of the financial year 2017 (ended on 31 December 2017), including the report by the board. The board will give a presentation on the performance of EPP in the financial year 2017 as described in the report of the board. The shareholders will then be invited to discuss the report by the board. 3. DISCUSSION ON THE COMPANY S CORPORATE GOVERNANCE STRUCTURE (NO VOTE) Under this agenda item the paragraph from the report of the board regarding the general corporate governance structure and the compliance with the Corporate Governance Code in 2017 will be discussed. 4. IMPLEMENTATION OF REMUNERATION POLICY FOR THE BOARD IN THE FINANCIAL YEAR 2017 (NO VOTE) This agenda item provides for a discussion on the implementation of the remuneration policy for the board in the financial year 2017 (ended on 31 December 2017). 5. ADOPTION OF ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2017 (RESOLUTION) On 7 March 2018, the board members signed the annual accounts for 2017 drawn up by the board. The annual accounts for 2017 are available on the company s website and are submitted for adoption by the AGM in this meeting. It is proposed to the AGM to adopt the annual accounts for EXPLANATION DIVIDEND POLICY (NO VOTE) Under this agenda the board will give an explanation of the dividend policy of the company. 7. DETERMINATION OF THE APPROPRIATION OF PROFIT AND DIVIDEND FOR THE FINANCIAL YEAR 2017 (NO VOTE) Each financial year, the board determines which part of the profits shall be reserved for the payment of dividends. Taking into account the dividend policy, the interim dividend of euro cents per ordinary share in the capital of the company as declared by the board on 5 September 2017 and the interim dividend of euro cents per ordinary share in the capital of the company as declared by the board on 12 March 2018 (collectively the Interim Distributions ), the board determined that the company s profits exceeding the aggregate amount of the Interim Distributions realised in the financial year 2017 (ended on 31 December 2017), will be reserved. 3

5 8. DISCHARGE OF THE MEMBERS OF THE BOARD (RESOLUTION) It is proposed to the AGM to discharge the members of the board from liability for the performance of their duties in the financial year 2017 (ended on 31 December 2017) insofar as the performance of such duties is disclosed in the annual accounts for 2017 or has otherwise been communicated to the general meeting. 9. REAPPOINTMENT OF 4 NON-EXECUTIVE DIRECTORS OF THE BOARD (RESOLUTION) In line with the company s rotation schedule, Mr PJR Driessen, Ms DT Ellerine, Ms AP Steer and Mr MM Belka shall retire per the end of the AGM. The following appointments and reappointments are proposed: (a) Reappointment of Mr PJR Driessen as non-executive director of the board (resolution) It is proposed to the AGM to reappoint Mr PJR Driessen as non-executive director of the board, in accordance with the nomination by the board, for a term until immediately after the annual general meeting held in The details of Mr PJR Driessen (including his shareholding in the capital of the company, if any) are included in his CV as set out on in the company s annual report which is available on the company s website, as well as on page 21 of this notice convening the 2018 AGM. Mr PJR Driessen has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the board believes that Mr PJR Driessen is the appropriate candidate for this position. (b) Reappointment of Ms DT Ellerine as non-executive director of the board (resolution) It is proposed to the AGM to reappoint Ms DT Ellerine as non-executive director of the board, in accordance with the nomination by the board, for a term until immediately after the annual general meeting held in The details of Ms DT Ellerine (including her shareholding in the capital of the company, if any) are included in her CV as set out on in the company s annual report which is available on the company s website, as well as on page 21 of this notice convening the 2018 AGM. Ms DT Ellerine has performed her tasks satisfactorily and based upon this performance of tasks since her prior appointment, the board believes that Ms DT Ellerine is the appropriate candidate for this position. (c) Reappointment of Ms AP Steer as non-executive director of the board (resolution) It is proposed to the AGM to reappoint Ms AP Steer as non-executive director of the board, in accordance with the nomination by the board, for a term until immediately after the annual general meeting held in The details of Ms AP Steer (including her shareholding in the capital of the company, if any) are included in her CV as set out on in the company s annual report which is available on the company s website, as well as on page 21 of this notice convening the 2018 AGM. Ms AP Steer has performed her tasks satisfactorily and based upon this performance of tasks since her prior appointment, the board believes that Ms AP Steer is the appropriate candidate for this position. 4

6 PART III: Explanatory notes to the agenda (continued) (d) Reappointment of Mr MM Belka as non-executive director of the board (resolution) It is proposed to the AGM to reappoint Mr MM Belka as non-executive director of the board, in accordance with the nomination by the board, for a term until immediately after the annual general meeting held in The details of Mr MM Belka (including his shareholding in the capital of the company, if any) are included in his CV as set out on in the company s annual report which is available on the company s website, as well as on page 22 of this notice convening the 2018 AGM. Mr MM Belka has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the board believes that Mr MM Belka is the appropriate candidate for this position. 10. AMENDMENT OF REMUNERATION POLICY (RESOLUTION) It is proposed to the AGM to amend the remuneration policy to reflect that compensation will be paid to all non-executive directors instead of only independent non-executive directors. 11. ESTABLISH THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS (RESOLUTION) If the resolution under agenda item 10, Amendment of remuneration policy, is adopted, it is proposed to the AGM to establish the remuneration of the non-executive directors of the board for the financial year 2017 (ending on 31 December 2017) and the financial year 2018 (ending on 31 December 2018) as follows: (i) Chairmanship of the board: ; (ii) Non-executive board membership (excluding the chairman of the board as mentioned under (i) above): ; (iii) Chairmanship of the audit and risk committee: ; (iv) Membership of the audit and risk committee: ; (v) Chairmanship of the nomination and remuneration committee: ; (vi) Membership of the nomination and remuneration committee: ; (vii) Chairmanship of the investment committee: ; (viii) Membership of the investment committee: ; (ix) Chairmanship of the social and ethics committee: ; (x) Membership of the social and ethics committee: AUTHORISATION OF BOARD TO ISSUE ORDINARY SHARES AND/OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES (RESOLUTION) The following proposals are made in accordance with article 96, paragraphs 1 and 5, of Book 2 of the Dutch Civil Code. The authorities are intended to give the board flexibility in financing the company in the most efficient manner and flexibility in the context of mergers, acquisitions or strategic alliances. The proposed authorisations, following adoption, replace the current authorisations of the board which expire at the end of this AGM. 5

7 (a) (b) Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares (resolution) Proposal to authorise the board for a period until the next annual general meeting of the company or 15 months calculated as of the date of the AGM, whichever period is shorter, to issue ordinary shares or grant rights to acquire ordinary shares (i) up to a maximum of ordinary shares in connection with or on the occasion of mergers, acquisitions or strategic alliances, (ii) up to a maximum of ordinary shares under the EPP Long-Term Incentive Plan, and (iii) as a separate, additional authority, for the purposes of affording shareholders an election to receive distributions from the company either in the form of a cash dividend, or in the form of new EPP ordinary shares, credited as fully paid up, all within the limits laid down in the company s articles of association and subject at all times to the Rules and Regulations of the Luxembourg Stock Exchange ( LuxSE ) and the Johannesburg Stock Exchange ( JSE ) Listings Requirements. Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares for cash (resolution) Proposal to authorise the board for a period until the next annual general meeting of the company or 15 months calculated as of the date of the AGM, whichever period is shorter, to issue ordinary shares or grant rights to acquire ordinary shares up to a maximum of ordinary shares for a capital raise (cash) in connection with or on the occasion of a transaction other than mergers, acquisitions or strategic alliances, all within the limits laid down in the company s articles of association and subject at all times to the Rules and Regulations of the LuxSE and the JSE Listings Requirements, and on the following terms: (i) the allotment and issue of shares must be made to persons qualifying as public shareholders and not to related parties as defined in the JSE Listings Requirements; (ii) the shares which are the subject of the issue of shares for cash must be of a class already in issue; (iii) the total aggregate number of shares which may be issued for cash in terms of this authority may not exceed ordinary shares, being 15% of the total number of shares issued as at the date of the notice of the AGM. Accordingly, any shares issued under this authority prior to this authority lapsing shall be deducted from the ordinary shares the company is authorised to issue in terms of this authority for the purpose of determining the remaining number of shares that may be issued in terms of this authority; (iv) in the event of a sub-division or consolidation prior to this authority lapsing, the existing authority shall be adjusted accordingly to represent the same allocation ratio; (v) the maximum discount at which shares may be issued is 10% of the weighted average traded price on the JSE of those shares over the 30 business days prior to the date that the price of the issue, while taking into account Dutch law, is agreed between the company and the party/ies subscribing for the shares; and 6

8 PART III: Explanatory notes to the agenda (continued) (vi) after the company has issued shares for cash which represent, on a cumulative basis within a financial year, 5% or more of the number of shares in issue prior to that issue, the company shall publish an announcement containing full details of the issue (including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 days prior to the date that the price of the issue is agreed in writing between the company and the party/ies subscribing for the shares and an explanation, including supporting documentation (if any), of the intended use of the funds). In order to comply with the JSE Listings Requirements, the board shall not make use of this authorisation if the resolution set out in this agenda item 11(b) will not be adopted with a majority of at least 75% of the total number of votes cast. The proposed authorisation, following adoption, replaces the current authorisation of the board which expires at the end of this AGM. 13. AUTHORISATION OF BOARD TO LIMIT OR EXCLUDE PRE-EMPTION RIGHTS (RESOLUTION) Proposal to authorise the board for a period until the next annual general meeting of the company or 15 months calculated as of the date of the AGM, whichever period is shorter, to restrict or exclude preemptive rights in relation to the issue of ordinary shares or the granting of rights to acquire ordinary shares. This proposal is made in accordance with article 96a, paragraph 6, of Book 2 of the Dutch Civil Code. This authorisation is limited to the number of shares that the board is authorised to issue on the basis of the authorisation referred to under agenda item 12(a) and 12(b). If less than 50% of the issued and outstanding capital is represented, this proposal can only be adopted by a majority of at least two-thirds of the votes cast. If 50% or more of the issued and outstanding capital is represented, a simple majority is sufficient to adopt this proposal. The proposed authorisation, following adoption, replaces the current authorisation of the board which expires at the end of this AGM. 14. AUTHORISATION OF BOARD TO ACQUIRE SHARES (RESOLUTION) Proposal to authorise the board for a period until the next annual general meeting of the company or 15 months calculated as of the date of the AGM, whichever such period is shorter, to acquire shares in the company (including shares issued as stock dividend), for the maximum number of shares as is permissible under section 2:98 of the Dutch Civil Code, either through purchase on a stock exchange or otherwise provided that: (a) repurchases of shares may not in the aggregate in any financial year exceed 20% of the company s issued ordinary share capital; 7

9 (b) (c) the repurchase may not be made at a price greater than 10% above the weighted average of the market value of the company s shares for the five business days on the JSE and the LuxSE immediately preceding the date on which the purchase is effected; any repurchase of the shares in terms of this resolution shall be subject to the LuxSE Rules and Regulations and the JSE Listings Requirements. The directors undertake that, having considered the effects of a repurchase of the maximum number of shares allowed for under this general authority and the price at which the repurchases may take place pursuant to the repurchase general authority, for a period of 12 (twelve) months after the date of the notice of AGM, the company and the EPP group will be able, in the ordinary course of business, to pay its debts; the consolidated assets of the company and the EPP group, fairly valued in accordance with International Financial Reporting standards, will exceed the consolidated liabilities of the company and the EPP group; and the company and the EPP group s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes. The following additional information, some of which may appear elsewhere in the company s annual report, is provided in terms of the JSE Listings Requirements for purposes of the resolution: major beneficial shareholders page 199 share capital of the company page 165. Directors responsibility statement The directors, whose names appear on pages 22 and 23 of the company s annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this resolution and certify that, to the best of their knowledge and belief, there are no facts that 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 the resolution contains all information required by legislation and the JSE Listings Requirements. Material changes Other than the facts and developments reported on in the company s annual report there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the annual accounts for 2017 and up to the date of this notice of AGM. The purpose of this proposal is to give the board the authorisation to reduce the company s outstanding share capital in order to return capital to the company s shareholders, and/or to cover obligations under share-based compensation plans or for other purposes. The proposal is made in accordance with article 98, paragraph 4 of Book 2 of the Dutch Civil Code. The proposed authorisation, following adoption, replaces the current authorisation of the board which expires at the end of this AGM. 8

10 PART III: Explanatory notes to the agenda (continued) 15. AMENDMENT OF THE COMPANY S ARTICLES OF ASSOCIATION AND AUTHORISATION OF EACH MEMBER OF THE BOARD AND EACH EMPLOYEE OF LOYENS & LOEFF N.V. TO EXECUTE THE DEED OF AMENDMENT (RESOLUTION) It is proposed to the AGM to resolve to amend the company s articles of association in conformity with the draft deed of amendment to the articles of association prepared by Loyens & Loeff N.V., and to authorise each member of the board and also each employee of Loyens & Loeff N.V., severally, to have the deed of amendment executed. The amendments to the company s articles of association as included in the draft deed of amendment are proposed in order to amend the company s name to EPP N.V. Pursuant to the company s articles of association, the general meeting may resolve to amend the articles of association with the support of at least 75% of the voting rights exercised by shareholders present or represented at the AGM. A copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the company s office for inspection by, and must be made available free of charge to, shareholders. A copy shall also be available on the company s website from Thursday, 26 April Further information regarding the proposed change of name of the company is set out in Annexure A of this notice of annual general meeting. 16. NON-BINDING ADVISORY VOTE ON THE REMUNERATION POLICY FOR THE BOARD (RESOLUTION) Proposal to vote on the remuneration policy for the board in accordance with the JSE Listings Requirements in order to allow shareholders to endorse, through a non-binding advisory vote, the company s remuneration policy as set out in the company s annual report. 17. NON-BINDING ADVISORY VOTE ON THE REMUNERATION IMPLEMENTATION REPORT FOR THE BOARD (RESOLUTION) Proposal to vote on the remuneration implementation report in accordance with the JSE Listings Requirements in order to allow shareholders to endorse, through a non-binding advisory vote, the company s remuneration policy as set out in the company s annual report. In terms of the JSE Listings Requirements the remuneration policy and the remuneration implementation report must be tabled every year for separate non-binding advisory votes by shareholders of the company at the annual general meeting. The vote allows shareholders to express their view on the company s remuneration policy and the remuneration implementation report. In the event of 25% or more of shareholders voting against non-binding advisory votes referred to under agenda items 17 and 18, the Board is committed to engaging actively with dissenting shareholders in this regard, in order to address all legitimate and reasonable objections and concerns. 18. ANY OTHER BUSINESS 19. CLOSING 9

11 PART IV: General information MEETING DOCUMENTS The agenda and explanatory notes thereto (as well as the other meeting materials mentioned in the notice) are available on the company s website ( from Thursday, 26 April These documents are also available for inspection at the registered office of the company in the Netherlands (Gustav Mahlerplein 28, 1082 MA Amsterdam, the Netherlands) as well as at the offices of company s JSE sponsor, Java Capital Trustees and Sponsors Proprietary Limited (6A Sandown Valley Crescent, Sandton, 2196, Johannesburg, South Africa), where copies may be obtained free of charge. If you wish to receive copies of the documents, please contact the company secretary, Rafał Kwiatkowski, tel: / rafal.kwiatkowski@echo-pp.com. ATTENDANCE INSTRUCTIONS Record date and relevant register Under Dutch law and the company s articles of association, persons entitled to attend and, if applicable, to vote at the AGM are persons registered as such on Thursday, 26 April 2018 ( record date ) in one of the subregisters designated for that purpose by the board of directors of EPP after all debit and credit entries have been made on the record date, regardless of whether the shares in the capital of the company ( shares ) are still held by them at the date of the AGM and in addition have registered themselves in the manner mentioned below. The sub-registers designated for holders of book-entry shares are the registers administered by Computershare Investor Services Proprietary Limited in respect of securities traded on the JSE and Clearstream Banking Luxembourg in respect of shares securities traded on the LuxSE, indicating who is entitled to such shares on the record date. The register designated for holders of registered shares is the company s register of shareholders (as referred to in article 5 of the articles of association) on the record date. Quorum requirements In accordance with the articles of association of EPP, the quorum required for the AGM to begin or for any matter to be considered is as follows: at least three (3) shareholders entitled to attend and vote and who are present in person or able to participate in the AGM by electronic communication, or represented by a proxy who is present in person or able to participate in the meeting by electronic communication, must be present; the AGM may not begin until sufficient persons are present at the AGM to exercise, in aggregate, at least twenty-five percent (25%) of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the AGM; and a matter to be decided at the AGM may not begin to be considered unless sufficient persons are present at the AGM to exercise, in aggregate, at least twenty-five percent (25%) of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda. Attendance and voting rights in respect of securities traded on the LuxSE Persons holding securities reflecting the beneficial entitlement to shares that are held in their name by PLC Nominees (Pty) Ltd ( nominee ) in book-entry form ( securities ), who wish to attend and vote at the AGM, either in person or by proxy, should instruct his/her relevant bank, brokerage or other intermediary 10

12 PART IV: General information (continued) ( intermediary ) to issue a statement confirming his/her holding of securities (including name, address and the number of securities held by the relevant holder on the record date). Such statements should be submitted ultimately on Wednesday, 23 May 2018 by SWIFT message to Clearstream Banking S.A. in Luxembourg or the company secretary by at generalmeeting@echo-pp.com. A holder of securities who has submitted a statement to Clearstream Banking Luxembourg in accordance with the aforementioned will receive an attendance card issued in his/her name ( attendance card ). Such holder of the securities (or his/her proxy) must hand over the attendance card (together with any relevant letter of representation or power of attorney) at the registration desk upon arrival at the AGM in order to gain access. Clearstream Banking Luxembourg shall collect all authority to attend the AGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, on behalf of the company, and Clearstream Banking Luxembourg shall submit all such information to the company secretary by at generalmeeting@echo-pp.com ultimately on Wednesday, 23 May Attendance and voting rights in respect of securities traded on the JSE A holder of securities in own name may attend the AGM and vote thereat in person by providing a registration form to his/her Central Securities Depository Participant ( CSDP ), broker or nominee with a copy to the company s transfer secretaries or the company secretary, in accordance with the instructions below. Such holder of securities (or his/her proxy) will receive an attendance card that must be handed over at the registration desk upon arrival at the AGM in order to gain access. If a holder of securities in own name does not wish to or is unable to attend the AGM, but wishes to be represented thereat, such holder must complete a proxy form and submit the same in accordance with the instructions below. Holders of securities, other than in own name, who wish to attend and vote at the AGM, (either in person or by proxy) should instruct his/her CSDP, broker or nominee to provide him/her with the necessary authority (letter of representation or power of attorney and a statement confirming his/her holding of securities (including name, address and the number of securities held by the relevant holder on the record date)), to attend the AGM in person, in the manner stipulated in terms of the agreement governing his/her relationship with the CSDP, broker or nominee. The relevant authority to attend the AGM should be registered in the manner mentioned below and is to be used to qualify for attendance to the AGM and must be produced, with identification, at the registration desk upon arrival at the AGM. Forms of identification include valid identity documents, driver s licences and passports. Holders of securities, other than in own name, who do not wish to or are unable to attend the AGM, but wish to vote thereat, should provide his/her CSDP, broker or nominee with his/her voting instructions in the manner stipulated in the agreement governing his/her relationship with the CSDP, broker or nominee. These instructions must be provided to the CSDP, broker or nominee by the cut-off time and date advised by the CSDP, broker or nominee for instructions of this nature. 11

13 All authority to attend the AGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, should be lodged at or posted to the company s transfer secretaries, ultimately on Wednesday, 23 May The address details for the transfer secretaries are as set out below: Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank, 2196 South Africa (PO Box 61051, Marshalltown 2107) proxy@computershare.co.za The company s transfer secretaries shall collect all authority to attend the AGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, on behalf of the company, and the company s transfer secretaries shall submit all such information to the company secretary by at generalmeeting@echo-pp.com ultimately on Wednesday, 23 May In the case of any doubt relating to the authorisation of a holder of securities to participate in the AGM and admission thereto, the decision of the chairman of the AGM will be decisive. Registration Registration will take place at the registration desk at the venue between 09:30 am CET and the commencement of the AGM at 10:00 am CET. It is not possible to register after this time. Attendees may be asked to produce proof of identity (together with any relevant letter of representation or power of attorney) and may be declined access in case such proof of identity (together with any relevant letter of representation or power of attorney) is not produced. Forms of identification include valid identity documents, driver s licences and passports. Each person entitled to vote or his proxy shall sign the attendance list. Electronic participation The company has made provision for EPP shareholders or their proxies to participate electronically in the AGM by way of video conferencing. EPP shareholders or their proxies who wish to participate electronically in the AGM will be required to advise the company thereof ultimately on Monday, 21 May 2018, by submitting to the company secretary by at generalmeeting@echo-pp.com, relevant contact details, including an address, cellular number and landline as well as full details of the EPP shareholder s title to securities issued by the company and proof of identity and written confirmation of the EPP shareholder s title to dematerialised shares. Upon receipt of the required information, the EPP shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the AGM. EPP shareholders must note that access to the electronic communication will be at the expense of the EPP shareholders who wish to utilise the facility. EPP shareholders and their proxies participating in the video conference call will not be able to cast their votes at the AGM through this medium. EPP shareholders who wish to vote at the AGM should submit a proxy in the manner set out above. 12

14 Notes 13

15 Part V: Instructions and documents for participation and voting at the 2018 annual general meeting ECHO POLSKA PROPERTIES N.V. (Incorporated in The Netherlands) (Company number ) JSE share code: EPP ISIN: NL LEI code: P7O9N5BN8C098 ( EPP or company ) VOTING INSTRUCTION FORM Proxy and voting instruction form for the 2018 annual general meeting of shareholders of Echo Polska Properties N.V. on Thursday, 24 May 2018 at 10:00 am CET at Tribes at Gustav Mahlerplein 28, 1082 MA Amsterdam, The Netherlands. The undersigned: hereby grants a proxy to: the Chairman, and failing him, any other director of EPP (please indicate your choice) in respect of EPP shares to be present at the above mentioned annual general meeting of shareholders on behalf of the undersigned, to sign the attendance registration forms, participate in deliberations, speak, exercise voting rights in respect of the shares in EPP to which the undersigned s securities relate in accordance with the instructions below, and do whatever the proxy holder may deem necessary, all with the authority of substitution. This proxy is governed by the laws of the Netherlands. Voting instruction and signature page to be completed and signed on next page. 14

16 Part V: Instructions and documents for participation and voting at the 2018 annual general meeting (continued) Number of shares Voting instruction (per agenda item) In favour Against Abstain Agenda item 5. Adoption of annual accounts for the financial year Discharge of the members of the board 9. (a) Reappointment of Mr PJR Driessen as non-executive director of the board (b) (c) (d) Reappointment of Ms DT Ellerine as non-executive director of the board Reappointment of Ms AP Steer as non-executive director of the board Reappointment of Mr MM Belka as non-executive director of the board 10. Amendment of remuneration policy 11. Establish the remuneration of the non-executive directors 12. (a) Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares (b) Authorisation of board to issue ordinary shares and/or grant rights to subscribe for ordinary shares for cash 13. Authorisation of board to limit or exclude pre-emption rights 14. Authorisation of board to acquire shares 15. Amendment of the company s articles of association and authorisation of each member of the board and each employee of Loyens & Loeff N.V. to execute the deed of amendment to amend the company s name to EPP N.V. 16. Non-binding advisory vote on the remuneration policy for the board 17. Non-binding advisory vote on the remuneration implementation report for the financial year 2017 Signed at on 2018 Signature(s) Assisted by (where applicable) (state capacity and full name) 15

17 NOTES Record Date and relevant register Under Dutch law and the company s articles of association, persons entitled to attend and, if applicable, to vote at the AGM are persons registered as such on Thursday, 26 April 2018 ( record date ) in one of the subregisters designated for that purpose by the board of directors of EPP after all debit and credit entries have been made on the record date, regardless of whether the shares in the capital of the company ( shares ) are still held by them at the date of the AGM and in addition have registered themselves in the manner mentioned below. The sub-registers designated for holders of book-entry shares are the registers administered by Computershare Investor Services Proprietary Limited in respect of securities traded on the JSE and Clearstream Banking Luxembourg in respect of shares securities traded on the LuxSE, indicating who is entitled to such shares on the record date. The register designated for holders of registered shares is the company s register of shareholders (as referred to in Article 5 of the articles of association) on the record date. Quorum requirements In accordance with the articles of association of EPP, the quorum required for the AGM to begin or for any matter to be considered is as follows: at least three (3) shareholders entitled to attend and vote and who are present in person or able to participate in the AGM by electronic communication, or represented by a proxy who is present in person or able to participate in the meeting by electronic communication, must be present; the AGM may not begin until sufficient persons are present at the AGM to exercise, in aggregate, at least twenty-five percent (25%) of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the AGM; and a matter to be decided at the AGM may not begin to be considered unless sufficient persons are present at the AGM to exercise, in aggregate, at least twenty-five percent (25%) of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda. Attendance and voting rights in respect of securities traded on the LuxSE Persons holding securities reflecting the beneficial entitlement to shares that are held in their name by PLC Nominees (Pty) Ltd ( nominee ) in book-entry form ( securities ), who wish to attend and vote at the AGM, either in person or by proxy, should instruct his/her relevant bank, brokerage or other intermediary ( intermediary ) to issue a statement confirming his/her holding of securities (including name, address and the number of securities held by the relevant holder on the record date). Such statements should be submitted ultimately on Wednesday, 23 May 2018 by SWIFT message to Clearstream Banking S.A. in Luxembourg or the company secretary by at generalmeeting@echo-pp.com. A holder of securities who has submitted a statement to Clearstream Banking Luxembourg in accordance with the aforementioned will receive an attendance card issued in his/her name ( attendance card ). Such holder of the securities (or his/her proxy) must hand over the attendance card (together with any relevant letter of representation or power of attorney) at the registration desk upon arrival at the AGM in order to gain access. 16

18 Part V: Instructions and documents for participation and voting at the 2018 annual general meeting (continued) Clearstream Banking Luxembourg shall collect all authority to attend the AGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, on behalf of the company, and Clearstream Banking Luxembourg shall submit all such information to the company secretary by at ultimately on Wednesday, 23 May Attendance and voting rights in respect of securities traded on the JSE A holder of securities in own name may attend the AGM and vote thereat in person by providing a registration form to his/her Central Securities Depository Participant ( CSDP ), broker or nominee with a copy to the company s transfer secretaries or the company secretary, in accordance with the instructions below. Such holder of securities (or his/her proxy) will receive an attendance card that must be handed over at the registration desk upon arrival at the AGM in order to gain access. If a holder of securities in own name does not wish to or is unable to attend the AGM, but wishes to be represented thereat, such holder must complete a proxy form and submit the same in accordance with the instructions below. Holders of securities, other than in own name, who wish to attend and vote at the AGM (either in person or by proxy) should instruct his/her CSDP, broker or nominee to provide him/her with the necessary authority (letter of representation or power of attorney and a statement confirming his/her holding of securities (including name, address and the number of securities held by the relevant holder on the record date)), to attend the AGM in person, in the manner stipulated in terms of the agreement governing his/her relationship with the CSDP, broker or nominee. The relevant authority to attend the AGM should be registered in the manner mentioned below and is to be used to qualify for attendance to the AGM and must be produced, with identification, at the registration desk upon arrival at the AGM. Forms of identification include valid identity documents, driver s licences and passports. Holders of securities, other than in own name, who do not wish to or are unable to attend the AGM, but wish to vote thereat, should provide his/her CSDP, broker or nominee with his/her voting instructions in the manner stipulated in the agreement governing his/her relationship with the CSDP, broker or nominee. These instructions must be provided to the CSDP, broker or nominee by the cut-off time and date advised by the CSDP, broker or nominee for instructions of this nature. All authority to attend the AGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, should be lodged at or posted to the company s transfer secretaries, ultimately on Wednesday, 23 May The address details for the transfer secretaries are as set out below: Computershare Investor Services Proprietary Limited Rosebank Towers 15 Biermann Avenue Rosebank, 2196 South Africa (PO Box 61051, Marshalltown, 2107) proxy@computershare.co.za 17

19 The company s transfer secretaries shall collect all authority to attend the AGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power of attorney, on behalf of the company, and the company s transfer secretaries shall submit all such information to the company secretary by at generalmeeting@echo-pp.com ultimately on Wednesday, 23 May In the case of any doubt relating to the authorisation of a holder of securities to participate in the AGM and admission thereto, the decision of the chairman of the AGM will be decisive. Registration Registration will take place at the registration desk at the venue between 09:30 am CET and the commencement of the AGM at 10:00 am CET. It is not possible to register after this time. Attendees may be asked to produce proof of identity (together with any relevant letter of representation or power of attorney) and may be declined access in case such proof of identity (together with any relevant letter of representation or power of attorney) is not produced. Forms of identification include valid identity documents, driver s licences and passports. Each person entitled to vote or his proxy shall sign the attendance list. Electronic participation The company has made provision for EPP shareholders or their proxies to participate electronically in the AGM by way of video conferencing. EPP shareholders or their proxies who wish to participate electronically in the AGM will be required to advise the company ultimately on Monday, 21 May 2018, by submitting to the company secretary by at generalmeeting@echo-pp.com, relevant contact details, including an address, cellular number and landline as well as full details of the EPP shareholder s title to securities issued by the company and proof of identity and written confirmation of the EPP shareholder s title to dematerialised shares. Upon receipt of the required information, the EPP shareholder concerned will be provided with a secure code and instructions to access the electronic communication during the AGM. EPP shareholders must note that access to the electronic communication will be at the expense of the EPP shareholders who wish to utilise the facility. EPP shareholders and their proxies participating in the video conference call will not be able to cast their votes at the AGM through this medium. EPP shareholders who wish to vote at the AGM should submit a proxy in the manner set out above. 18

20 Annexure A Additional information in respect of the proposed change of name Shareholders are referred to agenda item 15 set out in the notice of annual general meeting and are advised that the board is proposing to change the name of the company from Echo Polska Properties N.V. to EPP N.V.. The board believes that it is appropriate to change the name of the company since EPP is the name by which the company is usually referred to. The name EPP N.V. has been reserved with the trade register of the Dutch Chamber of Commerce. The abbreviated name of the company will change to EPP and the share code will remain EPP. The ISIN will not be changed. For a period of not less than one year, the company will reflect the former name Echo Polska Properties N.V. on all documents of title beneath the new name of EPP N.V.. In addition, for a period of not less than one year, the company will reflect the former name Echo Polska Properties N.V. on all circulars beneath the new name EPP N.V. in accordance with the JSE Listings Requirements. Shareholders are not required to do anything as their accounts at their CSDP or broker will automatically be updated. SALIENT DATES IN RESPECT OF THE CHANGE OF NAME The salient dates in respect of the name change are set out below Notice of annual general meeting containing details of name change issued to EPP shareholders Announcement on SENS and the LuxSE website regarding the issuance of the notice of annual general meeting Record date for voting purposes Annual general meeting held at 10:00am CET on Results of annual general meeting announced on SENS and published on the LuxSE website Resolution in respect of the change of name submitted to the trade register of the Dutch Chamber of Commerce on Resolution in respect of change of name expected to be registered by the trade register of the Dutch Chamber of Commerce on Finalisation announcement in respect of the change of name expected to be announced on SENS and published on the LuxSE website (before 11:00 South Africa time) on Expected last day to trade in EPP shares on the JSE and LuxSE prior to the change of name Expected trading under the new name of EPP N.V. on the JSE and LuxSE, under the JSE share code and abbreviated name EPP on Expected record date in respect of the change of name CSDP and broker accounts of shareholders expected to be updated to reflect the change of name Thursday, 26 April Thursday, 26 April Thursday, 26 April Thursday, 24 May Thursday, 24 May Friday, 25 May Monday, 28 May Tuesday, 29 May Tuesday, 5 June Wednesday, 6 June Friday, 8 June Monday, 11 June 19

21 Notes: 1. The above dates and times are subject to change. Any changes will be released on SENS and published on the LuxSE website. 2. Transfers of shares between the JSE and LuxSE may not take place between Tuesday, 29 May 2018 and Friday, 8 June 2018, both days inclusive. 3. Shares may not be dematerialised or rematerialised between Tuesday, 5 June 2018 and Friday, 8 June 2018, both days inclusive. 20

22 Abridged CV of each of the proposed members of the board PETER DRIESSEN (INDEPENDENT NON-EXECUTIVE DIRECTOR) (Male, 70, Dutch) Until 1 July 2016, Peter served as the European Director of Capital Markets with CB Richard Ellis in Amsterdam, where he 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 holds a degree from University of Tilburg, faculty of law. He was appointed to the board effective 12 August His current term expires in DIONNE ELLERINE (INDEPENDENT NON-EXECUTIVE DIRECTOR) (Female, 50, South African) Dionne has a BCom LLB from the University of the Witwatersrand ( 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 her return to South Africa, she was appointed as a director of Ellerine Bros. Proprietary Limited, which is involved in equities and property investments. Dionne was appointed to the board effective 1 June Her current term expires in ANDREA PHILIPPA STEER (INDEPENDENT NON-EXECUTIVE DIRECTOR) (Female, 48, South African/Irish) Andrea holds BCom (WITS) and LLB (UNISA) degrees and was admitted as an Attorney, Notary and Conveyancer of the High Court of South Africa. She is currently registered as a Solicitor of England and Wales. Andrea runs her own legal consultancy business, and until recently acted as International Legal Counsel at Randstad Holding N.V., a global leader in the HR services industry, headquartered in Amsterdam and listed on the Amsterdam Stock Exchange ( AEX ). Previously, she held roles as legal consultant at the SBS Broadcasting group (Amsterdam) and as an associate at Clifford Chance LLP (Amsterdam). She currently holds a number of other non-executive directorships in privately held companies in the Netherlands and South Africa. Andrea was appointed to the Board effective 12 August Her current term expires in

23 MAREK MARIAN BELKA (INDEPENDENT NON-EXECUTIVE DIRECTOR) (Male, 66, Polish) Marek is a former Prime Minister of Poland (2004 to 2005) and President of Narodowy Bank Polski (Polish Central Bank) (2010 to 2016). He qualified as an economist with an MA, PhD 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 UN) and Director of European Department in the International Monetary Fund (2008 to 2010). Marek worked in Albania as advisor to three consecutive prime ministers of the country and in the Coalition Provisional Authority in Iraq (2003 to 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 from 2002 to Marek was appointed to the board effective 12 August His current term expires in