NOTICE CONVENING ANNUAL GENERAL MEETING LEADERS IN POLISH PROPERTY. Main heading (continued)

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1 Main heading (continued) NOTICE CONVENING ANNUAL GENERAL MEETING LEADERS IN POLISH PROPERTY ECHO POLSKA PROPERTIES N.V. (Incorporated in The Netherlands) (Company number ) JSE share code: EPP ISIN: NL ( EPP or Company ) a

2 PART I: Convening notice for the 2017 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 2017 annual general meeting of the Company on Friday, 19 May 2017 at 10:00 CET ( AGM ), to be held at the Pinnacle Tower at Muiderstraat 1, 1011 PZ Amsterdam, The Netherlands. Registration will take place between 09:30 CET and the commencement of the AGM at 10:00 CET. Once the AGM has started registration will no longer be possible. The AGM shall be conducted in English. This invitation has to 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 2016 (No vote). 3. Proposal to adopt remuneration policy for the Board (Resolution). 4. Proposal to adopt the 2016 annual accounts (Resolution). 5. Proposal for discharge of the members of the Board (Resolution). 6. Proposal for appointment and/or reappointment of two executive directors and 10 non-executive directors of the Board (Resolution). 7. Proposal to adopt dividend policy (Resolution). 8. Determination of the appropriation of profit and dividend for the financial year 2016 (No vote). 9. Discussion on the Company s corporate governance structure (No vote). 10. Proposal to establish the remuneration of the non-executive directors of the Board for the 2016 and 2017 financial years (Resolution). 11. (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). 12. Authorisation of Board to limit or exclude pre-emption rights (Resolution). 13. Authorisation of Board to acquire shares (Resolution). 14. Proposal to amend the Company s articles of association and to authorise each member of the Board and each employee of Loyens & Loeff N.V. to execute the deed of amendment (Resolution). 15. Any other business. 16. Closing. 2

4 PART III: Explanatory notes to the agenda 1. OPENING 2. REPORT OF THE BOARD FOR THE FINANCIAL YEAR 2016 (NO VOTE) This agenda item comprises an account of the financial year 2016 (ended on 31 December 2016), including the report by the Board. The Board will give a presentation on the performance of EPP in the financial year 2016 as described in the report of the Board. The shareholders will then be invited to discuss the report by the Board. 3. PROPOSAL TO ADOPT REMUNERATION POLICY FOR THE BOARD (RESOLUTION) The Company has not adopted its remuneration policy yet. It is proposed to the general meeting to adopt the remuneration policy for the Board, and a copy of the proposed remuneration policy shall be available on the Company s website as from 20 April 2017 ( Remuneration Policy ). 4. PROPOSAL TO ADOPT THE 2016 ANNUAL ACCOUNTS (RESOLUTION) On 8 March 2017, the Board members signed the annual accounts 2016 drawn up by the Board. The annual accounts 2016 shall be available on the Company s website no later than on 20 April 2017 and are submitted for adoption by the general meeting in this meeting. It is proposed to the general meeting to adopt the annual accounts PROPOSAL FOR DISCHARGE OF THE MEMBERS OF THE BOARD (RESOLUTION) It is proposed to the general meeting to discharge the members of the Board from liability for the performance of their duties in the financial year 2016 insofar as the performance of such duties is disclosed in the annual accounts 2016 or has otherwise been communicated to the general meeting. 6. PROPOSAL FOR APPOINTMENT AND/OR REAPPOINTMENT OF TWO EXECUTIVE DIRECTORS AND 10 NON-EXECUTIVE DIRECTORS OF THE BOARD (RESOLUTION) Pursuant to the Company s articles of association, each member of the Board shall retire per the end of the AGM (being the first annual general meeting of the Company). Mr MA Drozd will not be up for reappointment after his retirement as director of the Company as per the end of the AGM. The following appointments and reappointments are proposed: a.1 Reappointment of Mr HJT Dean as executive director of the Board (Resolution) It is proposed to the general meeting to reappoint Mr HJT Dean as executive director of the Board, with the title of Chief Executive Officer, in accordance with the nomination by the Board, for a term until immediately after the annual general meeting held in

5 a.2 Appointment of Mr J Bagiński as executive director of the Board (Resolution) It is proposed to the general meeting to appoint Mr J Bagiński as executive director of the Board, with the title of Chief Financial Officer, in accordance with the nomination by the Board, for a term until immediately after the annual general meeting held in b.1 Reappointment of Mr R Weisz as non-executive director of the Board and approval of role (Resolution) It is proposed to the general meeting to reappoint Mr R Weisz as non-executive director of the Board, with the title of Chairman of the Board, in accordance with the nomination by the Board, for a term until immediately after the annual general meeting held in It is furthermore proposed that his dual role as Chairman of the Board and member of the audit committee is approved by the general meeting. The details of Mr R Weisz (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April Mr R Weisz has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr R Weisz is the appropriate candidate for this position. b.2 Reappointment of Mr M Wainer as non-executive director of the Board (Resolution) It is proposed to the general meeting to reappoint Mr M Wainer 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 M Wainer (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April Mr M Wainer has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr M Wainer is the appropriate candidate for this position. b.3 Reappointment of Mr AJ König as non-executive director of the Board (Resolution) It is proposed to the general meeting to reappoint Mr AJ König 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 AJ König (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April Mr AJ König has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr AJ König is the appropriate candidate for this position. 4

6 PART III: Explanatory notes to the agenda (continued) b.4 Reappointment of Mr PJR Driessen as non-executive director of the Board (Resolution) It is proposed to the general meeting 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 which shall be available on the Company s website as from 20 April Mr PJR Driessen has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr PJR Driessen is the appropriate candidate for this position. b.5 Reappointment of Ms DT Hirschowitz as non-executive director of the Board (Resolution) It is proposed to the general meeting to reappoint Ms DT Hirschowitz 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 Hirschowitz (including her shareholding in the capital of the Company, if any) are included in her CV which shall be available on the Company s website as from 20 April Ms DT Hirschowitz has performed her tasks satisfactorily and based upon this performance of tasks since her prior appointment, the Board believes Ms DT Hirschowitz is the appropriate candidate for this position. b.6 Reappointment of Ms AP Steer as non-executive director of the Board (Resolution) It is proposed to the general meeting 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 which shall be available on the Company s website as from 20 April Ms AP Steer has performed her tasks satisfactorily and based upon this performance of tasks since her prior appointment, the Board believes Ms AP Steer is the appropriate candidate for this position. b.7 Reappointment of Mr MM Belka as non-executive director of the Board (Resolution) It is proposed to the general meeting 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

7 The details of Mr MM Belka (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April Mr MM Belka has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr MM Belka is the appropriate candidate for this position. b.8 Reappointment of Mr MW Dyjas as non-executive director of the Board (Resolution) It is proposed to the general meeting to reappoint Mr MW Dyjas 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 MW Dyjas (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April Mr MW Dyjas has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr MW Dyjas is the appropriate candidate for this position. b.9 Reappointment of Mr N Senman as non-executive director of the Board (Resolution) It is proposed to the general meeting to reappoint Mr N Senman 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 N Senman (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April Mr N Senman has performed his tasks satisfactorily and based upon this performance of tasks since his prior appointment, the Board believes Mr N Senman is the appropriate candidate for this position. b.10 Appointment of Mr P Krych as non-executive director of the Board (Resolution) It is proposed to the general meeting to appoint Mr P Krych as an additional non-executive director of the Board, for a term until immediately after the annual general meeting held in The details of Mr P Krych (including his shareholding in the capital of the Company, if any) are included in his CV which shall be available on the Company s website as from 20 April The Board believes that Mr P Krych is the appropriate candidate to be appointed as new non-executive director of the Company. Among other things, Mr P Krych is one of the most experienced (manager of) real estate investors in Poland, he is the managing partner of the Griffin group and he will bring unique expertise to the Company that will enhance the dynamic development of the Company s portfolio. A copy of the proposed Board rotation schedule shall be available on the Company s website as from 20 April

8 PART III: Explanatory notes to the agenda (continued) 7. PROPOSAL TO ADOPT DIVIDEND POLICY (RESOLUTION) The Company has not adopted its dividend policy yet. It is proposed to the general meeting to adopt the dividend policy, and a copy of the proposed dividend policy shall be available on the Company s website as from 20 April 2017 ( Dividend Policy ). 8. DETERMINATION OF THE APPROPRIATION OF PROFIT AND DIVIDEND FOR THE FINANCIAL YEAR 2016 (NO VOTE) Each financial year, the Board determines which part of the profits shall be reserved. Taking into account the Dividend Policy, the interim distribution on the preference share in the amount of as resolved upon on 1 June 2016 ( Interim Preferred Distribution ), the interim clean-out dividend as resolved upon on 11 August 2016 (as described in the JSE pre-listing statement and the LuxSE prospectus in connection with the Company s listing) ( Interim Clean Out Dividend Distribution ) and the interim dividend of 3.14 euro cents per ordinary share in the capital of the Company as declared by the Board on 8 March 2017 ( Interim Dividend Distribution, and together with the Interim Preferred Distribution and the Interim Clean Out Dividend Distribution: 2016 Interim Distributions ), the Board determined that the Company s profits exceeding the aggregate amount of the 2016 Interim Distributions realised in the financial year 2016 (ended on 31 December 2016), will be reserved. 9. DISCUSSION ON THE COMPANY S CORPORATE GOVERNANCE STRUCTURE (NO VOTE) This agenda item comprises an account of the Company s corporate governance structure. The Board will give an update on the Company s corporate governance structure. By the end of May 2017, the Board shall adopt its board regulations which shall be made available on the Company s website. 10. PROPOSAL TO ESTABLISH THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS OF THE BOARD FOR THE 2017 FINANCIAL YEAR (RESOLUTION) With due observance of the Remuneration Policy, it is proposed to the general meeting to establish the remuneration of the non-executive directors of the Board for the financial year 2017 (ending on 31 December 2017) 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: The compensation will be paid only to the independent non-executive directors. 7

9 For the financial year 2016, it is proposed to the general meeting to establish that 50% of the compensation of the non-executive directors of the Board as set out above shall be paid to the independent non-executive directors (for the period running from 1 July 2016 to 31 December 2016). 11. 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 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 as per the close of this AGM. (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 up to a maximum of ordinary shares in connection with or on the occasion of 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 Luxembourg Stock Exchange rules and regulations and the JSE Securities 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 Luxembourg Stock Exchange rules and regulations 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 shares, being 15% of the total number of shares issued as at the date of the notice of the annual general meeting. Accordingly, any shares issued under this authority prior to this authority lapsing shall be deducted from the 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; 8

10 PART III: Explanatory notes to the agenda (continued) (iv) in the event of a sub-division of 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 (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. 12. 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 pre-emptive 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 11. 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 as per the close of this AGM. 13. 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 period is shorter, to acquire shares in the Company (including shares issued as stock dividend), such 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: 9

11 (a) (b) (c) repurchases of shares may not in the aggregate in any financial year exceed 20% of the Company s issued ordinary share capital; 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 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 as per the close of this AGM. 14. PROPOSAL TO AMEND THE COMPANY S ARTICLES OF ASSOCIATION AND TO AUTHORISE 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 general meeting 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 clarify (i) the process of adopting Board minutes, as well as (ii) the mechanics of the preferred distribution(s) to the holder of the preference share. 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 as from 20 April ANY OTHER BUSINESS 16. CLOSING 10

12 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 20 April These documents are also available for inspection at the registered office of the Company in the Netherlands (Rapenburgerstraat 175 M, 1011 VM 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 South Africa), where copies may be obtained free of charge. If you wish to receive copies of the documents, please contact the Company secretary, Rafal 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 Friday, 21 April 2017 ( record date ) in one of the sub-registers 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. 11

13 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 18 May 2017 to Clearstream Banking Luxembourg, Fax: , david.journe@clearstream.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 18 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 Central Securities Depository Participant ( 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. 12

14 PART IV: General information (continued) 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 18 May The address details for the transfer secretaries are as set out below: COMPUTERSHARE INVESTOR SERVICES PROPRIETARY LIMITED 15 Biermann Avenue Rosebank Towers 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 18 May REGISTRATION Registration will take place at the registration desk at the venue between 09:30 CET and the commencement of the AGM at 10:00 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, drivers licences and passports. Each person entitled to vote or his proxy shall sign the attendance list. 13

15 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 14 May 2017, by submitting to the Company secretary by at 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. 14

16 Notes 15

17 PART V: Instructions and documents for participation and voting at the 2017 annual general meeting ECHO POLSKA PROPERTIES N.V. (Incorporated in The Netherlands) (Company number ) JSE share code: EPP ISIN: NL ( EPP or Company ) VOTING INSTRUCTION FORM Proxy and voting instruction form for the 2017 annual general meeting of shareholders of Echo Polska Properties N.V. on Friday, 19 May 2017 at 10:00 CET at Pinnacle Tower, Muiderstraat 1, 1011 PZ 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. 16

18 PART V: Instructions and documents for participation and voting at the 2017 annual general meeting (continued) Number of shares Voting instruction (per agenda item) In favour Against Abstain Agenda item 3. Proposal to adopt remuneration policy for the Board 4. Proposal to adopt the 2016 annual accounts 5. Proposal for discharge of the members of the Board 6. Proposal for appointment and/or reappointment of two executive directors and 11 non-executive directors of the Board a.1 Reappointment of Mr HJT Dean as executive director of the Board a.2 Appointment of Mr J Bagiński as executive director of the Board b.1 Reappointment of Mr R Weisz as non-executive director of the Board and approval of role b.2 Reappointment of Mr M Wainer as non-executive director of the Board b.3 Reappointment of Mr AJ König as non-executive director of the Board b.4 Reappointment of Mr PJR Driessen as non-executive director of the Board b.5 Reappointment of Ms DT Hirschowitz as non-executive director of the Board b.6 Reappointment of Ms AP Steer as non-executive director of the Board b.7 Reappointment of Mr MM Belka as non-executive director of the Board b.8 Reappointment of Mr MW Dyjas as non-executive director of the Board b.9 Reappointment of Mr N Senman as non-executive director of the Board b.10 Appointment of Mr P Krych as non-executive director of the Board 7. Proposal to adopt dividend policy 10. Proposal to establish the remuneration of the non-executive directors of the Board for the 2016 and 2017 financial years 11. Authorisation of Board to issue ordinary shares and/or grant rights to subscribe for ordinary shares (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 12. Authorisation of Board to limit or exclude pre-emption rights 13. Authorisation of Board to acquire shares 14. Proposal to amend the Company's articles of association and to authorise each member of the Board and each employee of Loyens & Loeff N.V. to execute the deed of amendment Signed at on 2017 Signature(s) Assisted by (where applicable) (state capacity and full name) 17

19 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 Friday, 21 April 2017 ( record date ) in one of the sub-registers 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 Luxembourg Stock Exchange 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 18 May 2017 to Clearstream Banking Luxembourg, Fax: , david.journe@clearstream.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. 18

20 PART V: Instructions and documents for participation and voting at the 2017 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 18 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 Central Securities Depository Participant ( 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. 19

21 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 18 May The address details for the transfer secretaries are as set out below: Computershare Investor Services Proprietary Limited 15 Biermann Avenue Rosebank Towers 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 18 May Registration Registration will take place at the registration desk at the venue between 09:30 CET and the commencement of the AGM at 10:00 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 14 May 2017, 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. 20

22 Other: Abridged CV of each of the proposed members of the Board EXECUTIVE DIRECTORS Hadley James Tyzack Dean (46) british Chief executive officer BSc (University of Newcastle-upon-Tyne), Property Valuation and Management (Sheffield Hallam University) Hadley has over 20 years of real estate experience, most recently as CEO, EMEA for Compass Offices. Prior to this he was the EMEA Management Board Member at Colliers International while running Eastern Europe as Managing Partner, where he was responsible for 12 countries, 16 offices and 750 employees. Hadley has extensive experience in Poland, having spent nine years in leading global real estate services company, Colliers Poland office. Maciej Adam Drozd (55) polish Outgoing chief financial officer Master s degree in Philosophy and Management (University of Warsaw), MBA (University of Illinois) Maciej started his professional career in 1995 at Eastbridge Group, a Luxembourg private investment fund managing over 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 in Maciej has been deputy CEO of Echo Investment, one of the largest investment and development companies in Poland listed on the Warsaw Stock Exchange, in charge of the company s finance. He will be succeeded by Jacek Bagiński (see below). Jacek Bagiński (47) polish Incoming chief financial officer Corporate Financial Management (Warsaw School of Economics), Masters University of North Texas, International Oil and Gas Accounting and Financial Management School Jacek has over 20 years senior financial executive experience in diverse businesses operating across Poland and CEE countries. Recently, he was a member of the management board and CFO of Empik Media & Fashion S.A., one of the largest holding companies controlling a group of retail, e-commerce and service operations. Prior to this he has been a member of a number of management boards and CFO of companies listed on the Warsaw Stock Exchange, and also served in senior executive positions in multinational corporations including PepsiCo and BP/Amoco. Jacek was responsible for business development including M&As, financing and taxation as well as financial planning and controlling. He formally joins as chief financial officer effective once his appointment is approved by shareholders at the annual general meeting. 21

23 INDEPENDENT NON-EXECUTIVE DIRECTORS Robert Weisz (67) dutch Chairman MBA, CA, Fellow of the RICS (Royal Institute of Chartered Surveyors) Robert serves as Partner and Managing Director of Timevest, a European commercial property investment company with a portfolio of high street shopping and commercial retail in Germany, the Czech Republic and the Netherlands. Previously, he was Partner and Managing Director of DBN Group, a commercial property company operating in the Netherlands and the US. Robert has been Visiting Professor at the Technical University of Eindhoven s Urban Planning Design Group since 2004 and was guest lecturer in property finance and valuation at the Amsterdam School of Real Estate and University of Groningen. He is the co-author of three textbooks on property investment. Marek Marian Belka (65) polish PhD (Economics); MA, Habilitacja, Professor (scientific title conferred by the President of the Republic of Poland) Marek is a former Prime Minister of Poland ( ) and President of Narodowy Bank Polski (Polish Central Bank) ( ). He qualified as an economist and has held various political positions since 1996, including Advisor to the President of Poland, Minister of Finance and Deputy Prime Minister. Marek 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 European Department in the International Monetary Fund ( ). He was a board member of two commercial banks in Poland at different times and served as Chairman of LOT Polish Airlines ( ). Peter Joost Rudolf Driessen (70) dutch MSc (Law) 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. Dionne Traci Hirschowitz (49) south african BCom, LLB Dionne is an admitted 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. 22