ATRIUM EUROPEAN REAL ESTATE LIMITED ANNOUNCES TENDER OFFERS. Outstanding. 498,588, Interpolated Mid-Swap Rate

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1 NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. 31 August 2018 ATRIUM EUROPEAN REAL ESTATE LIMITED ANNOUNCES TENDER OFFERS Atrium European Real Estate Limited (the "Offeror") hereby announces that it is inviting holders of its 350,000, per cent. Notes due April 2020 (ISIN: XS ) (of which 334,950,000 is currently outstanding) (the "2020 Notes") and its 500,000, per cent. Notes due October 2022 (ISIN: XS ) (of which 498,588,000 is currently outstanding) (the "2022 Notes", and together with the 2020 Notes, the "Notes" and each a "Series") to tender such Notes, subject to the Offer and Distribution Restrictions, for purchase by the Offeror for cash (each such invitation, an "Offer" and together, the "Offers") subject to the satisfaction or waiver of the New Financing Condition and subject to the other terms and conditions set out in the tender offer memorandum dated 31 August 2018 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum. Order of Priority Notes ISIN / Common Code Outstanding Principal Amount Benchmark Purchase Spread Purchase Yield Series Acceptance Amount First 350,000, per cent. Notes due April 2020 (the "2020 Notes") Second 500,000, per cent. Notes due October 2022 (with an optional issuer call exercisable on 17 July 2022) (the "2022 Notes") XS / XS / ,950,000 N/A N/A 0 per cent. Subject as set out in the Tender Offer Memorandum, an aggregate principal amount of Notes such 498,588, Interpolated Mid-Swap Rate 135 bps Sum of the 2022 Interpolated Mid- Swap Rate and the 2022 Purchase Spread that the Aggregate Consideration Amount (excluding all Accrued Interest Payments) is no greater than 300,000,000 across both Series combined and calculated in accordance with the Order of Priority For information purposes only, the Purchase Price in respect of the 2020 Notes would be per cent. assuming a Settlement Date of 11 September 2018 when determined in the manner described herein. Should the Settlement Date be amended, the Purchase Price in respect of the 2020 Notes will be recalculated and will be announced as further described herein. Rationale for the Offers The purpose of the Offers is to proactively manage the Offeror's debt redemptions and to extend the debt maturity profile of the Offeror. In conjunction with the Offers, the Offeror announced on 31 August 2018 its intention to issue new euro-denominated senior notes (the "New Notes"). Proceeds from the issuance of the New Notes will be used for purchasing the Notes in the Offer. Notes purchased by the Offeror pursuant to the Offers will be cancelled and will not be re-issued or re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Offers will remain outstanding. New Financing Condition The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. Whether the Offeror will accept for purchase Notes validly tendered pursuant to the Offers is subject (unless such condition is waived by the Offeror in its sole and absolute discretion), to the successful completion of the issue of the New Notes or other such financing as the Offeror may determine on terms acceptable to it (in each case determined by the Offeror in its sole and absolute discretion) (the "New Financing Condition"). Details of the Offers Aggregate Consideration Amount and Final Acceptance Amount The Offeror proposes to accept for purchase pursuant to the Offers, an aggregate principal amount of Notes such that the total amount payable by the Offeror for all Notes accepted for purchase pursuant to the Offers (excluding 1

2 Accrued Interest Payments in respect of such Notes) is no greater than 300,000,000 (the "Aggregate Consideration Amount"). The Offeror reserves the right, in its sole discretion and for any reason, to accept valid tenders for purchase pursuant to the Offers in respect of an aggregate principal amount of Notes that would result in the total amount payable by the Offeror for the Notes being significantly less than or significantly more than the Aggregate Consideration Amount (the final aggregate amount of the Notes so accepted being the "Final Acceptance Amount"). The Offeror will determine the allocation of funds between the Notes of each Series in accordance with the Order of Priority and acceptance of tenders may be subject to scaling. Order of Priority If the aggregate principal amount of Notes validly tendered by Noteholders would result in the total amount payable by the Offeror for the Notes (if all such Notes were accepted for purchase) exceeding the Aggregate Consideration Amount, the Offeror will accept valid tenders of Notes in the following order of priority (the "Order of Priority") as follows: (a) (b) valid tenders of 2020 Notes will be accepted by the Offeror first; and valid tenders of 2022 Notes will be accepted by the Offeror second, provided that: (i) (ii) the aggregate amount payable by the Offeror for the Notes of both Series to be purchased by the Offeror pursuant to the Offers does not exceed the Aggregate Consideration Amount; and if the aggregate amount that would be payable by the Offeror for Notes validly offered and accepted for purchase by the Offeror is greater than the Aggregate Consideration Amount, the Offeror intends to accept valid tenders of Notes in accordance with the Order of Priority up to the Aggregate Consideration Amount, subject to scaling. Scaling (pro rata allocations) If the aggregate principal amount of a Series of Notes validly tendered by Noteholders pursuant to the relevant Offer exceeds the relevant Series Acceptance Amount, the Offeror will accept the offered Notes of such Series on a pro rata basis such that the aggregate principal amount of the Notes of such Series accepted for purchase is no greater than the relevant Series Acceptance Amount. In the circumstances described in the Tender Offer Memorandum in which Notes of a Series validly tendered pursuant to an Offer are to be accepted on a pro rata basis (which may result from the application of the Order of Priority and Aggregate Consideration Amount), each valid Tender Instruction in respect of the relevant Series will be scaled by a factor (the "Pro-ration factor") equal to (i) the relevant Series Acceptance Amount divided by (ii) the aggregate original principal amount of the Notes of the relevant Series that have been validly tendered. Each tender of Notes that is scaled in this manner will be rounded to the nearest EUR1,000 in nominal amount. In addition, in the event of any such scaling, the Offeror intends to apply pro rata scaling to each valid tender of Notes in such a manner as will result in both (a) the relevant Noteholder transferring Notes to the Offeror in an aggregate nominal amount of at least EUR100,000 (being the minimum denomination of the Notes) and (b) the relevant Noteholder's residual amount of Notes (being the nominal amount of the Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (i) at least EUR100,000 or (ii) EUR0, and the Offeror therefore intends to adjust the Pro-ration factor applicable to any relevant Tender Instruction accordingly. Purchase Prices The Offeror will pay, for the Notes accepted by it for purchase pursuant to the relevant Offer, a price (the relevant "Purchase Price", expressed as a percentage of the principal amount of the relevant Note and rounded to the third decimal place, with per cent. being rounded upwards) to be determined at or around the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum by reference to the relevant Purchase Yield. The 2020 Purchase Yield shall be 0 per cent and the 2022 Purchase Yield shall be the sum of (i) the 2022 Purchase Spread and (ii) the 2022 Interpolated Mid-Swap Rate. For information purposes only, the Purchase Price in respect of the 2020 Notes would be per cent. assuming a Settlement Date of 11 September 2018 when determined in the manner described herein. Should the Settlement Date be amended, the Purchase Price in respect of the 2020 Notes will be recalculated and will be announced as further described herein. 2

3 The Purchase Price in respect of the 2022 Notes will be determined at the Pricing Time on the Pricing Date as described below in accordance with market convention, and is intended to reflect a yield to the Par Call Date of the 2022 Notes on the Settlement Date equal to the 2022 Purchase Yield. Specifically, the Purchase Price for the 2022 Notes will equal (i) the value of all remaining payments of principal and interest on the 2022 Notes up to and including the Par Call Date of the 2022 Notes, discounted to the Settlement Date at a discount rate equal to the 2022 Purchase Yield, minus (ii) the relevant Accrued Interest. See "Accrued Interest Payment" below. The calculation of the relevant Purchase Yield, Purchase Price and Accrued Interest for each Series of Notes will be made by the Dealer Managers on behalf of the Offeror, and such calculations will be final and binding on the Noteholders, absent manifest error. Accrued Interest Payment The Offeror will also pay Accrued Interest in respect of Notes validly tendered and accepted for purchase pursuant to the relevant Offer. For the avoidance of doubt, the Aggregate Consideration Amount proposed by the Offeror excludes amounts available for Accrued Interest Payments. Tender Instructions In order to participate in, and be eligible to receive the relevant Purchase Price pursuant to an Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5.00 p.m. (CET) on 7 September Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. Tender Instructions in respect of any Series must be submitted in respect of a minimum principal amount of Notes of the relevant Series of no less 100,000, being the minimum denomination of each Series, and may thereafter be submitted in integral multiples of 1,000 in excess of the relevant minimum denomination. Preference in Allocation of New Notes The Offeror intends in connection with the allocation of the New Notes to consider, among other factors, whether or not the relevant investor seeking an allocation of the New Notes has also validly tendered or indicated their firm intention to the Dealer Mangers to tender their 2020 Notes pursuant to the Offers. When considering allocation of the New Notes, the Offeror intends to give preference to those Noteholders who, prior to such allocation, have validly tendered or indicated their firm intention to the Dealer Managers to tender their 2020 Notes and subscribe for New Notes. However, no assurances can be given that any Noteholder that tendered or indicated a firm intention to tender their 2020 Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. Expected Transaction Timeline Events Times and Dates Commencement of the Offers 31 August 2018 Expiration Deadline Announcement of Indicative Results Pricing Date and Pricing Time Announcement of Final Results 5.00 p.m. CET on 7 September As soon as reasonably practicable after the Expiration Deadline At or around p.m. CET on 10 September As soon as reasonably practicable after the Pricing Time Settlement 11 September 2018 The above times and dates are subject to the right of the Offeror to extend, re-open, amend and/or terminate any of the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to 3

4 participate in, an Offer, before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above. Further Information A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. Deutsche Bank AG, London Branch and HSBC Bank plc are the dealer managers (the "Dealer Managers") for the Offers. Questions and requests for assistance in connection with the Offers may be directed to: THE DEALER MANAGERS Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: Attention: Liability Management Group HSBC Bank plc 8 Canada Square London E14 5HQ Telephone: Attention: Liability Management Group LM_EMEA@hsbc.com Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to: THE TENDER AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: Attention: Trust and Agent Services xchange.offer@db.com Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the relevant Offer(s)) and each Noteholder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to such Offer(s). None of the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Notes which is material in the context of the Offers and which is not otherwise publicly available. None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Offers, or any recommendation as to whether Noteholders should tender Notes in the Offers. Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, 4

5 including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Offer and Distribution Restrictions Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. United States The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by a person located in the United States or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Notes participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the. The communication of such documents and/or materials as a financial promotion is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only being made to those persons in the falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) or 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. France The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L and D of the French Code Monétaire et Financier, are eligible to participate in the Offers. The Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers. 5

6 Italy None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3- bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35- bis, paragraph 4, of CONSOB Regulation No of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes located in the Republic of Italy can tender some or all of their Notes pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers. Jersey The Offer does not constitute a prospectus nor an offer or invitation to the public for the purposes of the Companies (Jersey) Law 1991, as amended, or the Control of Borrowing (Jersey) Order 1958 and no consent, licence or other authority has been sought under these laws or any other securities laws in the Island of Jersey. Accordingly, neither the Tender Offer Memorandum nor any other documents relating to the Offer may be circulated in Jersey. General Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender or submission shall not be accepted. 6