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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe definitions and interpretations commencing on page 8 of this circular have been used on this cover page.

If you are in any doubt as to what action to take, please consult your CSDP, broker, custodian, banker, accountant, legal advisor or other

professional advisor.

ACTION REQUIREDIf you have disposed of all your shares in EPP, this circular should be handed to the purchaser of such shares or to the CSDP, broker, custodian,

banker or other agent through whom the disposal was effected.

EPP shareholders are referred to page 5 of this circular, which sets out the detailed action required of them in respect of the proposals set out

in this circular.

All times indicated are local times in the country to which they refer.

EPP does not accept responsibility and will not be held liable for any failure on the part of the CSDP, broker or custodian of any

holder of dematerialised or certificated shares to notify such shareholder of the proposals set out in this circular.

Date of issue: Friday, 10 November 2017

Corporate advisor and JSE sponsor LuxSE listing agent Legal advisor as to Dutch Law

Legal advisor as to Polish law Tax advisor

This circular is available in English only. Copies of this circular may be obtained during normal business hours from Friday, 10 November 2017 to Friday, 8 December 2017 from the offices of the Company, the JSE sponsor and the LuxSE listing agent, as well as on the Company’s website at www.echo-pp.com.

ECHO POLSKA PROPERTIES N.V.

(Incorporated in The Netherlands)

(Company number 64965945)

JSE share code: EPP

ISIN: NL0011983374

LEI code: 7245003P7O9N5BN8C098

(“EPP” or “Company”)

CIRCULAR TO EPP SHAREHOLDERSrelating to:

• The adoption of the EPP Long-Term Incentive Plan

• The adoption of a revised remuneration policy for the Board of Directors

• The appointment of the external auditors of the Company

and enclosing:

• A notice convening an Extraordinary General Meeting; and

• A form of proxy.

CORPORATE INFORMATION

Registered office

Rapenburgerstraat 175 M

1011VM Amsterdam

The Netherlands

Corporate advisor

Java Capital Proprietary Limited

(Registration number 2012/089864/07)

6A Sandown Valley Crescent, Sandton

Johannesburg, 2196

South Africa

(PO Box 2087, Parklands, 2121)

LuxSE listing agent

M Partners

56, rue Charles Martel

L-2134 Luxembourg

Grand Duchy of Luxembourg

(Postal address as above)

Legal advisor as to Polish law

Komosa Imiełowski Law Firm

ul. Żurawia 22

00-515 Warsaw

Poland


Tax advisor

Ernst & Young Doradztwo Podatkowe Sp. z o.o.

Rondo ONZ 1

00-124 Warszawa

Poland


Place and date of incorporation

Incorporated in The Netherlands on 4 January 2016

Company secretary

Rafal Kwiatkowski

(Master of Laws)

al. Solidarnosci 36

25-323 Kielce

Poland


JSE sponsor

Java Capital Trustees and Sponsors Proprietary Limited


6A Sandown Valley Crescent, Sandton

Johannesburg, 2196

South Africa

(PO Box 2087, Parklands, 2121)

Legal advisor as to Dutch law

Loyens & Loeff N.V.

Fred. Roekestraat 100

1076 ED Amsterdam

(Postbus 71170, 1008 BD Amsterdam)

The Netherlands

SA transfer secretaries

Computershare Investor Services Proprietary Limited


Rosebank Towers

15 Biermann Avenue

Rosebank

2196

South Africa

(PO Box 61051, Marshalltown, 2107)

Echo Polska Properties Circular to EPP shareholders2

3

TABLE OF CONTENTS

Corporate information 2

Important dates and times 4

Action required by EPP shareholders 5

Interpretations and definitions 8

Circular to EPP shareholders 11

1. Introduction 11

2. Adoption of the LTI Plan 11

3. Proposed revised remuneration policy and remuneration payable to non-executive directors and executive directors 13

4. The extraordinary general meeting 14

5. Opinion and recommendations 14

6. Consents 14

7. Documents available for inspection 14

Annexure 1: Salient features of the LTI Plan 15

Notice of Extraordinary General Meeting of EPP shareholders 27

Form of proxy 33

Echo Polska Properties Circular to EPP shareholders

IMPORTANT DATES AND TIMES

The definitions and interpretations commencing on page 8 of this circular apply mutatis mutandis to this section.

2017

Circular (together with notice of Extraordinary General Meeting) posted to shareholders on Friday, 10 November

Announcement relating to the issue of the circular (together with notice of Extraordinary General Meeting)

released on SENS and the LuxSE website on Friday, 10 November

Record time and date for voting at the Extraordinary General Meeting (10:00) Friday, 10 November

Last day to lodge forms of proxy for the Extraordinary General Meeting (by 10:00) on Thursday, 7 December

Extraordinary General Meeting held (at 10:00) on Friday, 8 December

Results of the Extraordinary General Meeting released on SENS and the LuxSE website on Friday, 8 December

Notes:

All times indicated above are CET.

The above dates and times are subject to change. Any changes will be released on SENS and the LuxSE website.


5

ACTION REQUIRED BY EPP SHAREHOLDERS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe interpretations and definitions commencing on page 8 of this circular apply mutatis mutandis to this section.

If you are in any doubt as to what action you should take in relation to this circular, please consult your CSDP, custodian, broker, banker,

accountant, attorney or other professional advisor immediately.

THE EXTRAORDINARY GENERAL MEETINGThe adoption of the EPP LTI Plan and the revised remuneration policy is subject to EPP shareholders passing the requisite resolutions at the

Extraordinary General Meeting (“EGM”) of EPP shareholders to be held at Rapenburgerstraat 175 M, 1011VM Amsterdam, The Netherlands

at 10:00 on Friday, 8 December 2017.

A notice convening the Extraordinary General Meeting is attached to and forms part of this circular.

ATTENDANCE AND VOTING INSTRUCTIONSRecord date and relevant registerUnder Dutch law and the Company’s articles of association, persons entitled to attend and, if applicable, to vote at the EGM are persons

registered as such on Friday, 10 November 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 EGM 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 S.A. in Luxembourg in respect of 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 requirementsIn accordance with the articles of association of EPP, the quorum required for the EGM 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 EGM 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 EGM may not begin until sufficient persons are present at the EGM 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 EGM; and

• a matter to be decided at the EGM may not begin to be considered unless sufficient persons are present at the EGM 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 LISTED ON THE OFFICIAL LIST AND ADMITTED TO TRADING ON THE LUXEMBOURG STOCK EXCHANGEPersons 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 EGM, either in person or by proxy, should notify

the Company by instructing 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 must be submitted ultimately on Thursday, 7 December 2017 by swift message to Clearstream Banking S.A. in Luxembourg

or the Company secretary by email at [email protected].

A holder of securities who has submitted in accordance with the aforementioned and who wishes to attend the EGM 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 EGM in order to

gain access.


ACTION REQUIRED BY EPP SHAREHOLDERS (continued)

All authorities received by Clearstream Banking S.A. in Luxembourg to attend the EGM, registration, proxy and voting instruction forms,

together with any relevant letter of representation or power of attorney, shall be submitted to the Company secretary ultimately on Thursday,

7 December 2017.

ATTENDANCE AND VOTING RIGHTS IN RESPECT OF SECURITIES TRADED ON THE JSEA holder of securities in “own name” may attend the EGM 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, and should notify the Company 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 EGM in order to gain

access.

If a holder of securities in “own name” does not wish to or is unable to attend the EGM, but wishes to be represented thereat, such holder

should notify the Company in accordance with the instructions below and 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 EGM (either in person or by proxy) should notify the

Company in accordance with the instructions below and 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 EGM 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 EGM should be

registered in the manner mentioned below and is to be used to qualify for attendance to the EGM and must be produced, with identification,

at the registration desk upon arrival at the EGM. Forms of identification include valid identity documents, driver licences and passports.

Holders of securities, other than in “own name”, who do not wish to or are unable to attend the EGM, but wish to vote thereat, should

notify the Company in accordance with the instructions below and 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 EGM, registration, proxy and voting instruction forms, together with any relevant letter of representation or power

of attorney, must be lodged at or posted to the Company’s transfer secretaries, ultimately on Thursday, 7 December 2017.

The address details for the transfer secretaries are as set out below:


Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

South Africa


[email protected]

The Company’s transfer secretaries shall collect all authority to attend the EGM, 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 email at [email protected] ultimately on Thursday, 7 December 2017.

In the case of any doubt relating to the authorisation of a holder of securities to participate in the EGM and admission thereto, the decision

of the chairman of the EGM will be decisive.

RegistrationRegistration will take place at the registration desk at the venue between 09:30 CET and the commencement of the EGM 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 licences and passports. Each person entitled to

vote or his proxy shall sign the attendance list.


7

Electronic participationThe Company has made provision for EPP shareholders or their proxies to participate electronically in the EGM by way of video conferencing.

EPP shareholders or their proxies who wish to participate electronically in the EGM will be required to advise the Company thereof by no later

than 10:00 CET on Monday, 4 December 2017, by submitting to the Company secretary by email at [email protected], relevant

contact details, including an email 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 EGM. 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 attending the video conference call will not be able to cast their votes at the EGM through this medium.


INTERPRETATIONS AND DEFINITIONS

In this circular and the notice of Extraordinary General Meeting attached hereto, unless the context indicates a contrary intention, the words

in the first column shall have the meanings assigned to them in the second column; the singular includes the plural and vice versa; an

expression which denotes one gender includes the other gender; a natural person includes a juristic person and vice versa and cognate

expressions shall bear corresponding meanings.

“Affiliate” means a “related party” in the meaning of the International Accounting Standard 24; the term “Affiliated with”

shall be construed accordingly;

“Bad Leaver” means a situation where a Member of Key Personnel is Finally Disengaged for one or more of the following

reasons:• his or her gross violation of duties of a Member of Key Personnel (other than Fraud) confirmed by the final

verdict of competent court;• voluntary decision of a Member of Key Personnel to quit co-operation and work with the Company and its

Affiliates, in particular a decision to begin working for competitors of the Company and/or Company’s Affiliates

(unless for reasons on the side of the Company and/or Company’s Affiliates, or motivated by retirement, health

problems, family situation and other serious and justified reasons);

(all as “Bad Leaver Events”);

“Board of Directors” means all executive and non-executive directors of the Company;

“certificated shares” EPP shares which have not yet been dematerialised into the Strate system, title to which is represented by physical

documents of title;

“Change of Control” means any event where any change of control, with regards to the Company, occurs;

“this circular” all the documents contained in this bound document, including the notice of Extraordinary General Meeting and

the form of proxy;

“CSDP” a Central Securities Depository Participant in South Africa appointed by a shareholder for purposes of, and in

regard to, dematerialisation, and to hold and administer securities or an interest in securities on behalf of a

shareholder;

“dematerialisation”

or “dematerialised”

the process whereby ownership of the shares is electronically recorded and the shares are recorded in the sub-

register of shareholders maintained by a CSDP or broker;

“dematerialised

shares”

ordinary shares having been dematerialised and incorporated into the Strate system, title to which is not

represented in any other way than by the sub-register of shareholders maintained by a CSDP or broker;

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

to the board;

“Extraordinary

General Meeting”

or “EGM”

means the extraordinary general meeting of EPP shareholders to be held at Rapensburgerstraat 175M, 1011VM

Amsterdam, The Netherlands at 10:00 on Friday, 8 December 2017;

“EPP” or “the

Company”

Echo Polska Properties N.V. (Company number 64965945), a public company incorporated in accordance with the

laws of The Netherlands, the issued ordinary share capital of which is listed on the Euro MTF market of the LuxSE

and on the JSE, full details of which are set out in the “Corporate information” section;

“Engagement” means a situation where a Member of Key Personnel (or any Affiliates of such Member of Key Personnel) is

anyhow engaged by the Company or by any of Company’s Affiliates to provide work, duties and/or services, in

particular upon an employment contract, service agreement or any other agreement or arrangement; the term

“Engaged” shall be construed accordingly. The term “Finally Disengaged” respectively means a situation where

there is no Engagement whatsoever (and any and all such Engagements ceased to exist and no other Engagement(s)

were put in place) with such Member of Key Personnel nor with any Affiliate of such Member of Key Personnel.

The term “Final Disengagement” shall be construed accordingly;

“Fraud” means a situation where the Member of Key Personnel is Finally Disengaged due to his or her willful gross violation

of duties of a Member of Key Personnel constituting a willful criminal act (such as a fraud or alike criminal activity)

confirmed by the final verdict of the court;


9

“Good Leaver” means a situation where the Member of Key Personnel is Finally Disengaged for one or more of the following

reasons:• death;• ill health;• termination of his or her Engagement(s) with the Company and/or its Affiliate(s) resulting from (i) a decision of

a Member of Key Personnel motivated by reasons on the side of the Company and/or Company’s Affiliate, such

as in particular breach of rights of a Member of Key Personnel, failure to perform obligations by the Company

and/or Company’s Affiliate, etc. or (ii) a decision of the Company and/or Company’s Affiliate;• retirement; and/or• other reasons whatsoever save for Bad Leaver Events or Fraud;

(all as “Good Leaver Events”);

“Java Capital” collectively, Java Capital Proprietary Limited (Registration number 2002/031862/07), in its capacity as corporate

advisor and Java Capital Trustees and Sponsors Proprietary Limited (Registration number 2006/005780/07), in its

capacity as sponsor, both private companies incorporated in accordance with the laws of South Africa, full details

of which are set out in the “Corporate information” section;

“JSE” means JSE Limited, a company duly registered and incorporated with limited liability under the Company laws of

the Republic of South Africa, licensed to operate an exchange under the Financial Markets Act, 2012 (Act No. 19

of 2012) and any measure prescribed thereunder by the Minister of Finance or the Registrar (South Africa) and/or

any subsequent legislation;

“JSE Listings

Requirements”

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

“last practicable

date”

the last trading date before the finalisation of this circular, being Thursday, 2 November 2017;

“Lock-up Period” as defined in Clause 6 of the LTI Plan; the link between respective Tranches, Reference Periods, Vesting Dates and

Lock-up Periods as illustrated in the table attached as Schedule 4 of the LTI Plan;

“Loyalty Target” as defined in Point 4 of Schedule 3 of the LTI Plan;

“Loyalty Shares” means Shares to be transferred in a given Tranche, on given Vesting Date, in the amount equal to [25% x i(s)] in

consideration for continuing of the Engagement;

“LTI Plan” means the motivating programme established and introduced by the Resolution and regulated by the Resolution

and Adherence Acts;

“LuxSE” the Luxembourg Stock Exchange;

“LuxSE listing agent” M Partners, a law firm regulated by the Barreau de Luxembourg, incorporated in accordance with the laws of

Luxembourg, full details of which are set out in the “Corporate information” section;

“Members of the Key

Personnel”

means the natural persons specified in Schedule 1 of the LTI Plan, as well as any entity Affiliated with a Member

of Key Personnel designated by such Member of Key Personnel, pursuant to Clause 3 of the LTI Plan. For the sake

of clarity, a Member of the Key Personnel may also participate in LTI Plan within the individual business activity;

“Motivation Program

Adherence Act”

means an act by which the Member of the Key Personnel confirms its participation in LTI Plan as defined in

Clause 3;

“ordinary shares” ordinary shares of EPP, each with a par value of €0.81;

“Performance Shares” means Shares to be transferred in a given Tranche, on given Vesting Date, in consideration for satisfaction of

Performance Targets;

“Performance

Targets”

as defined in Point 5 of Schedule 3 of the LTI Plan;


INTERPRETATIONS AND DEFINITIONS (continued)

“Reference Period” means each financial year for which the Loyalty Target and given Performance Targets are set up those satisfaction

allows a Member of Key Personnel to request that a given Tranche shall be transferred to him/her on a given

Vesting Date. The link between respective Tranches, Reference Periods, Vesting Dates and Lock-up Periods is

illustrated in the table attached as Schedule 4 of the LTI Plan;

“Resolution” means the resolution of the Shareholders’ Meeting of the Company dated 8 December 2017 approving, inter alia,

the LTI Plan as well as the authorisation of the Board of Directors in respect of issuing new Shares (the “New

Shares”) for the purpose of offering them to the Members of Key Personnel;

“Restricted Shares” means the Shares that were transferred to a Member of Key Personnel with regards to which the Lock-up Period

has not yet passed, i.e. upon the lapse of the Lock-up Period the Restricted Shares cease to be Restricted Shares;

“SENS” Securities Exchange News Service of the JSE;

“Shares” means Shares in the share capital of the Company, dematerialised, free from any encumbrances, and fully

admitted to public trading and listed on main exchange of JSE, and LuxSE and/or any other stock exchange. For

the sake of clarity, the Shares granted and to be transferred to Members of the Personnel shall be pari passu to

all other shares in the Company and shall enjoy the same corporate and economic rights, including right to voting,

dividend and other rights, including those arising on a liquidation;

“shareholders” or

“EPP shareholders”

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

“South Africa” the Republic of South Africa;

“Tranche” means the Shares, in the number calculated pursuant to the formula specified in Schedule 3 of the LTI Plan, that

the Company shall transfer to a Member of Key Personnel on a given Vesting Date. For the sake of clarity, the First

Tranche means the Shares to be transferred on the first Vesting Date (i.e. being no later than 31 December 2017),

the Second Tranche – the Shares to be transferred on the second Vesting Date (i.e. the first Business Day of July

2018), the Third Tranche – the Shares to be transferred on the third Vesting Date (i.e. the first Business Day of July

2019) etc.;

“transfer secretaries”

or “Computershare”

Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company

incorporated in accordance with the laws of South Africa, full details of which are set out in the “Corporate

information” section; and

“Vesting Date” means the date in each calendar year, on which the Company shall transfer to a Member of Key Personnel a given

Tranche, which is the first Business Day of July each year (save for the first Vesting Date which shall be no later than

31 December 2017, as determined by the Board of Directors). The link between respective Tranches, Reference

Periods, Vesting Dates and Lock-up Periods is illustrated in the table attached as Schedule 4 of the LTI Plan.


11

CIRCULAR TO EPP SHAREHOLDERS

1. INTRODUCTION The Board of Directors proposes to adopt the LTI Plan in order to motivate Members of Key Personnel. The Board of Directors is also

proposing amendments to the remuneration policy which was adopted by shareholders at the Extraordinary General Meeting held on

19 May 2017.

The purpose of this circular is to provide EPP shareholders with information regarding the proposed LTI Plan and the proposed revised

remuneration policy and to convene an Extraordinary General Meeting of EPP shareholders to consider and, if deemed fit, pass with or

without modification, the resolutions contained in the notice of Extraordinary General Meeting of EPP shareholders attached to this

circular.

The notice of Extraordinary General Meeting will also contain a resolution proposing the appointment of Ernst & Young Accountants

LLC as external auditor for the Company for the financial year ending 31 December 2017.

2. ADOPTION OF THE LTI PLAN The LTI Plan (the salient features of which are included in Annexure 1) is introduced in order to create an economic motivation based on

the measured business outcome and performance of the Company and on individual loyalty of the Members of Key Personnel in order

to enhance their economic motivation, specifically related to the provision of services to the non-Dutch Affiliates of the Company

concerning real-estate businesses on the territory of the Republic of Poland. For the sake of clarity, the LTI Plan is not related to the

services of the Members of Key Personnel in the Netherlands and is not related to the services of the statutory board members of the

Company. Participation in the LTI is related to the duties performed by the Members of Key Personnel in favour of the Company’s

Affiliates in Poland, in connection to their employment or in their personal activity in the Polish companies being subsidiaries of the

Company.

The aforementioned economic motivation will be achieved by granting, free of charge, Shares to the Members of Key Personnel which

Shares will be transferred to the Members of Key Personnel on vesting dates set out in the LTI Plan. For the avoidance of any doubt, all

Shares granted within this LTI Plan are granted under the Resolution.

2.1 Basis upon which awards are made Any Member of the Key Personnel is eligible to participate in and benefit from the LTI Plan. A Member of the Key Personnel shall

confirm participation in the rights, benefits and privileges resulting from the LTI Plan by executing the Motivation Program

Adherence Act which shall be signed by and between the Company and a Member of Key Personnel confirming agreement with

the terms and conditions of the LTI Plan.

Shares under the LTI Plan will be granted to Members of Key Personnel by means of the Resolution on the basis determined by

the Board of Directors. Where the Board of Directors determines that a Member of Key Personnel who is also a member of the

Board of Directors is to be offered Shares under the LTI Plan such member of the Board of Directors shall not participate in the

decision making and voting process in respect of such offer.




JSE share code: EPP

ISIN: NL0011983374




CIRCULAR TO EPP SHAREHOLDERS (continued)

2. ADOPTION OF THE LTI PLAN (continued)

2.1 Basis upon which awards are made (continued) The Shares are granted free of charge and shall be transferred, also free of charge, to the Members of Key Personnel on the

Vesting Dates and in Tranches, which Tranche is fixed and specified in the LTI Plan.

The allocation of Shares to Members of Key Personnel and the formula in terms of which the Shares are to be allocated is set

out in Schedule 3 of the LTI Plan.

Due to the key role undertaken by Mr Hadley Dean on behalf of the Company and its Affiliates in Poland, the Shares allocated

to Mr Hadley Dean will be held by a reputable third party Depositary (“Depositary”) for the duration of the Lock-up Period to

reduce any potential risk exposure to the Company.

If the Deposit Agreement is not concluded within 6 (six) weeks from the date of the Resolution, the ownership of the Shares

will be transferred directly to Mr Hadley Dean and the provisions relating to the Depositary shall be of no force and effect.

2.2 Shares utilised for the LTI Plan The Company shall acquire such number of shares as offered to Members of Key Personnel on the JSE, the LuxSE or otherwise

for the purpose of transferring them to the Members of Key Personnel. In order to do so, the Company undertakes, once a year

(or otherwise as required by law), to obtain the necessary resolution(s) at a shareholders’ meeting of the Company authorising

the Company to buy its own Shares for the purpose of transferring them to the Members of Key Personnel pursuant to the

LTI Plan.

Where the necessary resolution(s) authorising the Company to buy its own Shares are not adopted, the Company may issue New

Shares to the Members of Key Personnel, this issue is also based on the Resolution. Such New Shares will be offered to the

Members of Key Personnel for the legally lowest price and, in addition, the Company shall at the same time transfer to the

Member of Key Personnel a monetary bonus equal to the price that such Member of Key Personnel should pay in consideration

for New Shares grossed up by the amount of tax and other contributions that such Member of Key Personnel may be obligated

to pay in respective jurisdictions in consideration for such monetary bonus, resulting in the economic effect of the issue of New

Shares being that the New Shares are transferred “free of charge” so both the costs of the price for such New Shares as well

as costs of associated income tax and other contributions (that may apply to such Member of Key Personnel in respective

jurisdictions) shall be covered and reimbursed by the Company.

The maximum aggregate number of Shares at any time that may be granted to Members of Key Personnel whether by the

transfer of repurchased shares or by the issue of New Shares shall not exceed 18 500 000 (eighteen million five hundred

thousand) Shares, which represents approximately 2.7% of the number of shares in issue at the last practicable date.

The maximum aggregate number of Shares which may be granted to any one Member of Key Personnel shall not exceed

8 000 000 (eight million) Shares as set out in Schedule 3 of the LTI Plan.

The annual maximum aggregate number of Shares that may be granted to all Members of the Key Personnel is 1 850 000 (one

million eight hundred and fifty thousand) Shares.

2.3. Further terms of the LTI Plan The Members of Key Personnel and the maximum number of Shares which may be granted to such Members of Key Personnel

under the LTI Plan are set out in Schedule 3 to the LTI Plan.

The number of Shares granted under the LTI Plan is fixed, agreed and specified pursuant to the formula set out in Schedule 3

to the LTI Plan and shall only be transferred on the achievement of the Loyalty Target and Performance Targets as determined in

accordance with Schedule 3 to the LTI Plan.

The LTI Plan shall survive any transformation, merger, spin-off or other corporate action and any such corporate action shall have

no negative effect on economic benefits of Members of Key Personnel accrued prior to, or to be accrued after, such corporate

action.


13

2. ADOPTION OF THE LTI PLAN (continued)

2.3. Further terms of the LTI Plan (continued) Where a Member of Key Personnel is Finally Disengaged for any reason, it will not influence the Shares that were already

transferred, or were to be transferred, to the Member of Key Personnel. However, it may influence the Shares to be transferred

to him or her on the earliest Vesting Date occurring after the end of the Reference Period in which such Final Disengagement

has occurred (depending on a status of Good Leaver, Bad Leaver or Fraud).

In case of a Fraud occurring during the Reference Period, a Member of Key Personnel will be given no Shares on the earliest

Vesting Date occurring after the end of such Reference Period and will be obligated to transfer back to the Company all

Restricted Shares free of charge.

In case of a Bad Leaver event occurring during the Reference Period, a Member of Key Personnel will be given no Shares on the

earliest Vesting Date occurring after the end of such Reference Period.

In case of a Good Leaver event occurring during the Reference Period, a Member of Key Personnel will (on the earliest Vesting

Date occurring after the end of such Reference Period) be given a part of Loyalty Shares or Performance Shares pro rata to the

actual period of engagement and the final results of the Reference Period, as the case may be.

In case of a Change of Control event occurring during any time when a Member of Key Personnel remains Engaged the Member

of Key Personnel will be immediately given 100% of Loyalty Shares and Performance Shares related to the Reference Period in

which such Change of Control occurs.

3. PROPOSED REVISED REMUNERATION POLICY AND REMUNERATION PAYABLE TO NON-EXECUTIVE DIRECTORS AND EXECUTIVE DIRECTORS

The proposed revised remuneration policy includes amendments to the remuneration of non-executive directors and executive directors

and provides for Members of Key Personnel to receive long-term incentives pursuant to the LTI Plan.

The Board of Directors is proposing that the revised remuneration policy and the revised remuneration of non-executive and executive

directors be adopted with retrospective effect from 1 July 2017. The reason for this proposed retrospective adoption is that it was the

intention of the Board of Directors to submit the revised remuneration to an Extraordinary General Meeting during June 2017 in order

to have it become effective from 1 July 2017. However, due to ongoing preparation of the LTI Plan and intention to have the LTI Plan,

the revised remuneration policy and the revised remuneration approved together, it was not possible to submit the proposed revisions

to the remuneration at an earlier stage.

In terms of the revised remuneration policy, the executive directors are entitled to a fixed annual base salary, annual variable remuneration

and long-term variable remuneration pursuant to the LTI Plan. The annual aggregate base salary for Hadley Dean and Jacek Bagiński in

connection with them being members of the Board of Directors and/or employed and/or providing services for Affiliated Companies will

amount to a maximum gross annual salary of €500 000 and €300 000 respectively.

Executive directors may also be entitled to annual variable remuneration in the form of a cash bonus. The objective of the annual variable

remuneration is to ensure that the executive directors will be focused on realising their short-term operational objectives leading to

longer term value creation. The annual variable remuneration will be paid should certain predefined targets be realised, with the

maximum amount payable in the case of outperformance of the predefined targets as further detailed in the revised remuneration policy.

The annual variable remuneration payable to Hadley Dean and Jacek Bagiński can amount to a maximum of €500 000 and €300 000

respectively.

Should the proposed revised remuneration policy be adopted, the revised remuneration policy will replace the current remuneration

policy in its entirety and will be effective retrospectively from 1 July 2017.

A copy of the proposed revised remuneration policy shall be available on the Company’s website as from Friday, 10 November 2017.


4. THE EXTRAORDINARY GENERAL MEETING A notice convening the Extraordinary General Meeting of EPP shareholders to be held at Rapenburgerstraat 175 M, 1011VM Amsterdam,

The Netherlands at 10:00 on Friday, 8 December 2017, to consider and, if deemed fit, pass, with or without modification, the resolutions

necessary to approve the LTI Plan, the revised remuneration policy and the revised remuneration of non-executive and executive directors

is attached hereto.

5. OPINION AND RECOMMENDATIONS The Board of Directors has considered the general terms and conditions of the LTI Plan, the revised remuneration policy and the revised

remuneration of non-executive and executive directors and believes that it is in the best interests of the Company and its shareholders

and necessary to achieve the objectives of the remuneration policy of the Company. The Board of Directors accordingly recommends

that EPP shareholders vote in favour of the resolutions set out in the attached notice necessary to, inter alia, effect the adoption of the

LTI Plan, the revised remuneration policy and the revised remuneration.

6. CONSENTS Each of the corporate advisor, JSE sponsor, the LuxSE listing agent, the SA transfer secretaries, the legal advisors as to Polish law and as

to Dutch law, the tax advisor and the Company secretary whose names are set out in the “Corporate information” section, have

consented in writing to act in the capacities stated and to their names appearing in this circular and have not withdrawn their consent

prior to the publication of this circular.

7. DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection during normal business hours at Company’s corporate

advisor and JSE sponsor, at the LuxSE listing agent, and at the office of the Company at the addresses set out in the “Corporate

information” section from Friday, 10 November 2017 to Friday, 8 December 2017:

• the LTI Plan (including all schedules thereto);

• the revised remuneration policy;

• a signed copy of the circular; and

• the letters of consent referred to in paragraph 6.

Signed by Jacek Bagiński on his own behalf and on behalf of all the other directors of the Company on Friday, 3 November 2017, he

being duly authorised under a round robin resolution passed by such directors.

Jacek Bagiński

CIRCULAR TO EPP SHAREHOLDERS (continued)


15

Annexure 1: SALIENT FEATURES OF THE LTI PLAN

A summary of the salient features of the LTI Plan is set out below:

1. BACKGROUND AND GOALS 1.2 The purpose of the Resolution was to create an economic motivation – based on the measured business outcome and

performance of the Company and on individual loyalty – for the Members of Key Personnel so to enhance their economic

motivation, specifically related to providing their services to non-Dutch Affiliates of the Company concerning real-estate

businesses on the territory of the Republic of Poland. For the sake of clarity, this LTI Plan is not related to the services of the

Members of Key Personnel in the Netherlands (e.g. in their role as executive or non-executive members of the Board of Directors

of the Company). Participation in the LTI is related to the duties performed by the Members of Key Personnel in favour of the

Company’s Affiliates in Poland, in connection to their employment or in their personal activity in the Polish companies being

subsidiaries of the Company.

1.3 The aforementioned economic motivation is achieved by granting, free of charge, under the Resolution, Shares to the Members

of Key Personnel in the number resulting from this LTI Plan which will be transferred to the Members of Key Personnel on vesting

dates resulting from this LTI Plan. For the avoidance of any doubt, all Shares granted within this LTI Plan are granted under the

Resolution.

2. DEFINITIONS 2.1 In this LTI Plan, unless the context otherwise requires, the following definitions apply:

“Motivation Program

Adherence Act”

means an act by which the Member of the Key Personnel confirms its participation in LTI Plan as

defined in the Clause 3.3;

“Adjusted EBITDA

Target”

as defined in Point 5 of Schedule 3;

“Adjusted DPS

Target”

as defined in Point 5 of Schedule 3;

“Affiliate” means a “related party” in the meaning of the International Accounting Standard 24; the term

“Affiliated with” shall be construed accordingly;

“Bad Leaver” means a situation where a Member of Key Personnel is Finally Disengaged for one or more of the

following reasons:• his or her gross violation of duties of a Member of Key Personnel (other than Fraud) confirmed by

the final verdict of competent court;• voluntary decision of a Member of Key Personnel to quit cooperation and work with the Company

and its Affiliates, in particular a decision to begin working for competitors of the Company and/or

Company’s Affiliates (unless for reasons on the side of the Company and/or Company’s Affiliates,

or motivated by retirement, health problems, family situation and other serious and justified

reasons);

(all as “Bad Leaver Events”);

“Board of Directors” means all executive and non-executive directors of the Company;

“Business Day” means any day except a Saturday, Sunday, public holiday in South Africa or any other day on which

the JSE or LuxSE is closed; provided that in case where JSE is closed for more than 5 (five) days or its

operations, due to any reasons, in particular force majeure, political or other extraordinary events,

are frustrated – it means any day except a Saturday, Sunday or public holiday in Netherlands. For the

avoidance of doubts, when this LTI Plan refers to a “day” it means a calendar day;

“Company” means Echo Polska Properties N.V. with its official seat in Amsterdam, the Netherlands, registered

with the Dutch trade register under number 64965945;


Annexure 1: SALIENT FEATURES OF THE LTI PLAN (continued)

2. DEFINITIONS (continued)“control” means:

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (a) cast, or control the casting of 30 percent or more of the maximum number of votes that

might be cast at a general meeting of the Company; or (b) appoint or remove all, or the majority, of the directors or other equivalent officers of the

Company; or (c) give directions with respect to the operating and financial policies of the Company with

which the directors or other equivalent officers of the Company are obliged to comply;

and/or(ii) the holding beneficially of 30 percent or more of the issued share capital of the Company

(excluding any part of that issued share capital that carries no right to participate beyond a

specified amount in a distribution of either profits or capital);

“Change of Control” means any event where any change of control (as defined above), with regards to the Company,

occurs;

“DPS” means the annual sum of dividends declared by the Company for every ordinary share outstanding

(for the sake of clarity, if for any reasons the Company decides not to, or fails to, declare dividend,

although there were sufficient financial results, legal conditions and monetary resources to declare

such dividend, DPS means such dividends that could be, but were not, legally declared);

“DPS Target” means the percentage growth target of DPS in a respective Reference Period (in comparison to DPS

in a previous year), set up by the Board of Directors for each Tranche and the relevant Reference

Period;

“DPS Growth” means actual percentage growth of dividend payable by the Company to its shareholders per one

share in a respective Reference Period (in comparison to dividend payable by the Company in a

previous year), calculated pursuant to the following formula: [(dividend per share in year X+1)/

(“divided by”)(dividend per share in year X)]– (“minus”) 1;

“EBITDA” means consolidated Rental income and recoveries decreased by consolidated Property operating

expenses and decreased by consolidated Administrative expenses. The terms “Rental income and

recoveries”, “Property operating expenses” and “Administrative expenses” shall be interpreted in

accordance with “Echo Polska Properties Group Consolidated Financial Statements”;

“EBITDA Target” means the percentage growth target of EBITDA in a respective Reference Period (in comparison to

EBITDA in a previous year) set up by the Board of Directors for each Tranche and the relevant

Reference Period;

“EBITDA Growth” mean an actual percentage growth of EBITDA (in comparison to Company’s EBITDA in a previous

year), calculated pursuant to the following formula: [[(EBITDA in year X+1)/(“divided by”)(EBITDA in

year X) – (“minus”) 1;

“Encumbrances” means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, guarantee, trust, right

of set off or other third party or interest (legal or equitable) including any assignment by way of

security, reservation of title or other security interest of any kind, howsoever created or arising, or any

other agreement or arrangement (including a sale and repurchase agreement) having similar effect;

“Engagement” means a situation where a Member of Key Personnel (or any Affiliates of such Member of Key

Personnel) is anyhow engaged by the Company or by any of Company’s Affiliates to provide work,

duties and/or services, in particular upon an employment contract, service agreement or any other

agreement or arrangement; the term “Engaged” shall be construed accordingly. The term “Finally

Disengaged” respectively means a situation where there is no Engagement whatsoever (and any

and all such Engagements ceased to exist and no other Engagement(s) were put in place) with such

Member of Key Personnel nor with any Affiliate of such Member of Key Personnel. The term “Final

Disengagement” shall be construed accordingly;


17

2. DEFINITIONS (continued)“Fraud” means a situation where the Member of Key Personnel is Finally Disengaged due to his or her willful

gross violation of duties of a Member of Key Personnel constituting a willful criminal act (such as a

fraud or alike criminal activity) confirmed by the final verdict of the court;

“Good Leaver” means a situation where the Member of Key Personnel is Finally Disengaged for one or more of the

following reasons:• death;• ill health;• termination of his or her Engagement(s) with the Company and/or its Affiliate(s) resulting from

(i) a decision of a Member of Key Personnel motivated by reasons on the side of the Company

and/or Company’s Affiliate, such as in particular breach of rights of a Member of Key Personnel,

failure to perform obligations by the Company and/or Company’s Affiliate, etc. or (ii) a decision of

the Company and/or Company’s Affiliate;• retirement; and/or• and other reasons whatsoever save for Bad Leaver Events or Fraud;

(all as “Good Leaver Events”);

“JSE” means JSE Limited, a company duly registered and incorporated with limited liability under the

company laws of the Republic of South Africa, licensed to operate an exchange under the Financial

Markets Act, 2012 (Act No. 19 of 2012) and any measure prescribed thereunder by the Minister of

Finance or the Registrar (South Africa) and/or any subsequent legislation;

“Lock-up Period” as defined in Clause 6.1; the link between respective Tranches, Reference Periods, Vesting Dates and

Lock-up Periods is illustrated in the table attached as Schedule 4;

“Loyalty Target” as defined in Point 4 of the Schedule 3;

“Loyalty Shares” means Shares to be transferred in a given Tranche, on given Vesting Date, in the amount equal to

[25% x i(s)] in consideration for continuing of the Engagement;

“LuxSE” means Luxembourg Stock Exchange;

“LTI Plan” means this long-term incentive plan (motivating programme) established and introduced by the

Resolution and regulated by these general terms and conditions together with the schedules

attached hereto;

“Members of the

Key Personnel”

means the natural persons specified in Schedule 1 thereto, as well as any entity Affiliated with a

Member of Key Personnel designated by such Member of Key Personnel, pursuant to Clause 3.5. For

the sake of clarity, a Member of the Key Personnel may also participate in LTI Plan within the

individual business activity;

“Monetary Award” as defined in Clause 11.3;

“party” means respectively a Member of Key Personnel and the Company;

“Performance Shares” means Shares to be transferred in a given Tranche, on given Vesting Date, in consideration for

satisfaction of Performance Targets, i.e. P% x i(s);

“Performance

Targets”

as defined in Point 5 of the Schedule 3;

“Reference Period” means a financial year corresponding to a given Loyalty Target and given Performance Targets, as well

as to a given Vesting Date; when such given Loyalty Target and/or Performance Targets are satisfied

it allows a Member of Key Personnel to request that a given Tranche shall be transferred to him/her

on a given Vesting Date. The link between respective Tranches, Reference Periods, Vesting Dates and

Lock-up Periods is illustrated in the table attached as Schedule 4;


2. DEFINITIONS (continued)“Resolution” means the resolution of the Shareholders’ Meeting of the Company dated 8 December 2017

approving, inter alia, the LTI Plan as well as the authorisation of the Board of Directors in respect of

issuing new Shares (the “New Shares”) for the purpose of offering them to the Members of Key

Personnel;

“Restricted Shares” means the Shares that were transferred to a Member of Key Personnel with regards to which the

Lock-up Period has not yet passed, i.e. upon the lapse of the Lock-up Period the Restricted Shares

cease to be Restricted Shares;

“Shares” means shares in the share capital of the Company, dematerialised, free from any encumbrances, and

fully admitted to public trading and listed on main exchange of JSE, and LuxSE and/or any other stock

exchange. For the sake of clarity, the Shares granted and to be transferred to Members of the

Personnel shall rank pari passu to all other shares in the Company and shall enjoy the same corporate

and economic rights, including right to voting, dividend and other rights, including those arising on

a liquidation;

“Tranche” means the Shares, in the number calculated pursuant to the formula specified in Schedule 3, that

the Company shall transfer to a Member of Key Personnel on a given Vesting Date. For the sake of

clarity, the First Tranche means the Shares to be transferred on the first Vesting Date (i.e. being no

later than 31 December 2017), the Second Tranche – the Shares to be transferred on the second

Vesting Date (i.e. the first Business Day of July 2018), the Third Tranche – the Shares to be transferred

on the third Vesting Date (i.e. the first Business Day of July 2019) etc.;

“Valuation Expert” means a Polish, Dutch or South African company or entity (office based in Poland, Netherlands or

South Africa) being a reputable expert in finances. Without prejudice to generality of the foregoing,

for the purpose of this definition, in particular the following entities meet the aforementioned

criteria: EY, Deloitte, KPMG, PricewaterhouseCoopers, Grant Thornton, BDO, Mazars;

“Vesting Date” means the date in each calendar year, on which the Company shall transfer to a Member of Key

Personnel a given Tranche, which is the first Business Day of July each year (save for the first Vesting

Date which shall be no later than 31 December 2017, as determined by the Board of Directors). The

link between respective Tranches, Reference Periods, Vesting Dates and Lock-up Periods is illustrated

in the table attached as Schedule 4;

2.10 As required in terms of the JSE Listings Requirements, the provisions related to the following matters cannot be altered without

the prior approval of shareholders (requiring a 75% majority of the votes cast in favour of such resolution by all shareholders

present or represented by proxy at the general meeting to approve such resolution), excluding all the votes attaching to all

Restricted Shares owned or controlled by persons who are existing Members of Key Personnel:

(i) approving amendments to the LTI Plan;

(ii) the category of persons to whom, or for the benefit of whom Shares may be granted under the LTI Plan;

(iii) the number of Shares which may be utilised for purposes of the LTI Plan which stated number may not be exceeded

without shareholder approval;

(iv) the number of Shares which may be granted to any Member of Key Personnel;

(v) the amount, if any, payable on the grant of Shares;

(vi) the basis for determining the price (if any and regardless of the form that it takes) payable by Members of Key Personnel

and the period after or during which such payment must be made.

(vii) the voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, attaching to the

Shares;

(viii) the basis upon which awards are made;

(ix) the treatment of Restricted Shares in instances of mergers, takeovers or corporate actions; and

(x) the rights of Member of Key Personnel who leave the employment of the Company whether by termination, resignation,

retirement or death insofar as their early departure from the LTI Plan is concerned.



19

3. ELIGIBLE PARTICIPANTS 3.1 Any Member of the Key Personnel is eligible to participate in and benefit from the LTI Plan.

3.3 A Member of the Key Personnel confirms its participation in the rights, benefits and privileges resulting from the LTI Plan by

executing the Motivation Program Adherence Act which template is attached as Schedule 2 hereto (the “Motivation Program

Adherence Act”). The Motivation Program Adherence Act will be signed by and between the Company and a Member of Key

Personnel and they may agree for any additional terms and provisions or amendments provided that they do not contradict to

this LTI Plan.

3.7 Due to the key role undertaken by Mr Hadley Dean on behalf of the Company and its Affiliates in Poland, and given the potential

risk exposure to the Company as a result of the high volume of Shares allocated to Mr Hadley Dean, the Shares allocated to

Mr Hadley Dean will be held by a reputable third party Depositary (“Depositary”) for the duration of the Lock-up Period (as

further detailed in Clauses 3.7.1 to 3.7.2 below).

3.7.1 The respective Tranches – that would be otherwise directly transferred to Mr Hadley Dean on the respective Vesting

Dates – will be transferred on the respective Vesting Dates to the Depositary, pursuant to the agreement to be concluded

between the Company and such Depositary (the “Deposit Agreement”).

3.7.2 The Depositary will hold such Shares under the same conditions as each Member of the Key Personnel; and:

3.7.2.1 shall release and transfer them to Mr Hadley Dean following the end of the respective Lock-up Period,

ie when such Shares cease to be the Restricted Shares (the “Release Date”); or

3.7.2.2 upon the written instruction of Mr Hadley Dean, shall otherwise dispose of such Shares (including selling

them and paying out the proceeds to Mr Hadley Dean or transferring them to another entity specified by

Mr Hadley Dean) provided that such instruction shall not be given with an effect occurring earlier than on

the Release Date; or

3.7.2.3 release and transfer them back to the Company in case of specified in Clause 7.2(b); and

3.7.2.4 will collect the dividend on such Shares and reinvest collected money by purchasing, to the extent this

purchase will not violate any applicable securities laws or stock exchange or other regulatory requirements,

additional Shares on the JSE to be released to Mr Hadley Dean on the Release Date along with the other

Shares.

3.7.3 If the Deposit Agreement is not concluded within 6 (six) weeks from the date of the Resolution, the ownership of the

Shares will be transferred directly to Mr Hadley Dean (or its Affiliate, pursuant to Clause 3.5) on the respective Vesting

Dates and this Clause 3.7 shall expire.

3.7.4 For avoidance of doubt, in the case where the Shares are transferred to the Depositary, Mr Hadley Dean will only

become entitled to the Shares at the Release Date.

4. FURTHER DELEGATION AND ADMINISTRATION OF LTI PLAN 4.4 The Company is obligated to acquire on the JSE, LuxSE or otherwise, Shares in adequate amounts for the purpose of transferring

them to the Members of Key Personnel. In order to do so, the Company undertakes, once a year (or otherwise as required by

law), to obtain the necessary resolution(s) at a shareholders’ meeting of the Company authorising the Company to buy its own

Shares for the purpose of transferring them to the Members of Key Personnel pursuant to the LTI Plan. For the sake of clarity,

the Company warrants that it will have the necessary Shares on each Vesting Date so to transfer them to the Members of Key

Personnel and obtaining the above resolutions is the obligation and the risk that the Company hereby undertakes, i.e. in a case

where such resolutions are not adopted (nor alternatively New Shares are issued as provided by Clause 4.6), resulting in the

Company not being able to fulfil its obligations hereunder, the Company may not use it as an excuse or any reason to deny its

liability and it shall be treated as the Company’s failure to satisfy the Company’s obligations resulting from the LTI Plan (and

further Clause 11.2 shall apply). Such acquisition of Shares by the Company shall not take place during a prohibited period as

defined by the JSE Listings Requirements, subject to the further provisions of the JSE Listings Requirements.

4.5 The rolling over of Shares (which refers to the arrangement whereby Shares which have already been granted to Members of

Key Personnel in terms of the LTI Plan subsequently revert back and are again included in the number referred to in Clause 5.3)

is prohibited.


4. FURTHER DELEGATION AND ADMINISTRATION OF LTI PLAN (continued) 4.6 If the Company – as the result of lack of a respective shareholders’ resolution or otherwise – fails to acquire the sufficient number

of Shares, the Company may in lieu transfer, to the Members of Key Personnel, New Shares. In such case, New Shares will be

offered to the Members of Key Personnel for the legally lowest price and, in addition, the Company shall at the same time

transfer to a Member of Key Personnel a monetary bonus equal to the price that such Member of Key Personnel should pay in

consideration for New Shares grossed up by the amount of tax and other contributions that such Member of Key Personnel may

be obligated to pay in respective jurisdictions in consideration for such monetary bonus. For the sake of clarity, the economic

effect should be that the New Shares are transferred “free of charge” so both the costs of the price for such New Shares as well

as costs of associated income tax and other contributions (that may apply to such Member of Key Personnel in respective

jurisdictions) shall be covered and reimbursed by the Company.

4.7 The Company warrants that Shares transferred by the Company to a Member of Key Personnel shall be tradable (subject to

Lock-up Period as provided for in Clause 6) and liquid on the JSE or LuxSE, so they may be sold in the normal course of stock

exchange operations (liquid stock), unless a Member of Key Personnel expressly agrees otherwise in writing. The Shares shall

enjoy pari passu all corporate rights and privileges, in particular the voting, dividend, transfer and other rights (subject to Clause

6), including those arising on a liquidation of the Company.

5. SUBJECT MATTER AND GRANTING OF SHARES TO MEMBERS OF KEY PERSONNEL 5.1 The Members of Key Personnel are granted Shares by the Company upon the terms and conditions specified hereunder.

5.2 The Shares are granted free of charge and shall be transferred, also free of charge, to the Members of Key Personnel on Vesting

Dates and in the numbers (Tranches) resulting from the formula set out in Schedule 3.

5.3 The whole maximum annual number of Shares that is hereunder granted to all Members of the Key Personnel based on the

Resolution is 1 850 000 (one million eight hundred and fifty thousand) Shares annually (“Total Annual Maximum Number of

Granted Shares”). Point 3 of Schedule 3 includes the whole maximum annual number of Shares granted to each of the Members

of Key Personnel. The whole maximum number of Shares that may be utilised for the purpose of this LTI Plan (for the entire period

of its duration) is 18 500 000 (eighteen million five hundred thousand shares). A fixed maximum number of Shares for each

Member of Key Personnel to be transferred during the total duration of LTI Plan (10 years) is specified in Point 3 of Schedule 3.

5.4 In terms of the Resolution, each Member of Key Personnel was granted the Shares in the number specified by the formula set

in Schedule 3. The exact number of Shares to be transferred to each Member of Key Personnel shall be calculated pursuant to

such formula set out in Schedule 3 taking the scope of accomplishment of the Loyalty Target and Performance Targets, and the

Shares will be transferred on Vesting Dates and in Tranches as further specified in Schedule 3 and Schedule 4. The Shares shall

be transferred in accordance with the rules and requirements of the JSE or LuxSE and/or in any other manner that is legally

required for the proper transfer of Shares from the Company to a Member of Key Personnel. The Company shall take all acts

necessary to make such transfer effective, valid and in full compliance with law and this LTI Plan.

5.5 For the sake of clarity, the number of Shares granted under the LTI Plan is fixed, agreed and specified pursuant to the formula

set out in Schedule 3 (but subject to adjustments specified in Clauses 5.6 to 5.8), and it is the sole result of accomplishment of

the Loyalty Target and Performance Targets (and mathematical calculations and objective parameters set out in Schedule 3), and

shall not be dependent on any further decision and/or discretion of the Board of Directors or decisions of other body of the

Company. In particular, the Company shall unconditionally and irrevocably transfer to such Member of Key Personnel the number

of Shares corresponding to the formula set out in Schedule 3 and no other requirements should be met. The transferred Shares

shall be subject to limitation in disposal until the Lock-up Period passes as specified in Clause 6.

5.6 In any case of lowering the nominal value of Shares, dividing existing shares or increasing the number of shares while maintaining

the current stock capital or alike act (so called: “stock split”), the number of Shares to be transferred to a Member of Key

Personnel (as specified in LTI Plan) shall be adjusted, i.e. shall be increased respectively, so such stock split shall have no negative

effect on economic benefits of Members of Key Personnel and a Member of Key Personnel shall be entitled to the same

proportion of equity capital as that to which he was previously entitled.

5.7 The Company warrants that this LTI Plan shall survive any transformation, merger, spin-off or other alike corporate action and

any such corporate action shall have no negative effect on economic benefits of Members of Key Personnel accrued prior to, or

to be accrued after, such corporate action.



21

5. SUBJECT MATTER AND GRANTING OF SHARES TO MEMBERS OF KEY PERSONNEL (continued) 5.8 Subject to Clause 5.9, in the event of a capitalisation issue or any alike event, the Company shall transfer to the Member of Key

Personnel, free of charge, such additional number of Shares that a Member of Key Personnel shall be entitled to on the same

proportion of equity capital as that to which he was previously entitled.

5.9 The issue of Shares as consideration for an acquisition, the issue of securities for cash and the issue of equity securities for a

vendor consideration placing will not be regarded as a circumstance requiring adjustment.

5.10 The Company’s auditor or other independent advisers acceptable to the JSE must confirm to the JSE, in writing, that any

adjustments made in terms of Clauses 5.6 to 5.8 are in accordance with the provisions of the LTI Plan. Such written confirmation

must be provided to the JSE at the time that any such adjustment is finalised.

5.11 Any adjustment made in accordance with Clauses 5.6 to 5.8 shall be disclosed in the Company’s annual financial statements in

the year during which the adjustment is made.

5.12 Loyalty Shares or Performance Shares which are not subsequently issued to the Member of Key Personnel, for example as a result

of forfeiture, must revert back to the LTI Plan.

5.13 The Company shall disclose in its annual financial statements such disclosures as may be required in terms of the JSE Listings

Requirements, including the number of securities that may be utilised for purposes of LTI Plan at the beginning of the financial

year, changes in such number during the accounting period and the balance of securities available for utilisation for the purposes

of the scheme at the end of the financial year and such other disclosure requirements of any stock exchange on which the

Company is listed.

5.14 Shares held by the Company (which have been acquired by the Company for the purpose of this LTI Plan and which have not

yet been transferred to Members of Key Personnel pursuant to the terms and conditions specified herein) will not have their

votes at general/annual general meetings taken into account for the purposes of resolutions proposed in terms of the JSE Listings

Requirements. Such Shares will also not be taken into account for purposes of determining categorisations, as detailed in Section

9 of the JSE Listings Requirements as well as resulting from Dutch law and Company’s articles of association.

6. LOCK-UP PERIOD 6.1 Subject to Clause 7.5 and Clause 6.4, within 30 (thirty) months from the end of each Reference Period (the “Lock-up Period”),

a Member of Key Personnel, shall not sell, or otherwise transfer, or put any Encumbrance on Shares that were transferred to

such Member of Key Personnel on the Vesting Date linked with such Reference Period (i.e. Tranche transferred on the earliest

Vesting Date occurring after the end of a given Reference Period, as illustrated by Schedule 4), unless the Board of Directors of

the Company consents to it. As an illustrative example, with regards to the Shares to be transferred on the Second Vesting Date

(i.e. on the first Business Day of July 2018) the Lock-up Period shall end on the first Business Day of July 2020, with regards to

Shares to be transferred on the Third Vesting Date (i.e. on the first Business Day of July 2019) the Lock-up Period shall end on

the first Business Day of July 2021, etc.

6.2 For the avoidance of doubts, (i) any transfer, as the result of death of a Member of Key Personnel, to its legal successors or

(ii) the transfer pursuant to Clause 3.6, shall not be deemed as a transfer or any other act encompassed by the scope of the

prohibition set out in Clause 6.1 above.

6.3 In case where a Member of Key Personnel breached Clause 6.1 the Company may claim a contractual penalty equal to the

product of (x) 50% and (y) the number of Restricted Shares with regards to which a breach took place and (z) the closing price

per Share quoted on JSE on the day when a breach occurred. A Member of Key Personnel shall be released from the payment

of the penalty when he or she, without undue delay following the receipt of respective claim from the Company, cure such

breach (e.g. in case of encumbrance, he or she will respectively cause that such encumbrance is released, in case of sale in

breach, he or she will repurchase the adequate number of Shares, etc.). Prior to making the claim, as stipulated in the preceding

sentence, the Company should inform in writing a Member of Key Personnel of any such suspected conduct giving reasonable

details so to allow a Member of Key Personnel either to explain that such conduct is in line with Clause 6.1 or to cure it as set

out in the preceding sentence.


6. LOCK-UP PERIOD (continued) 6.4 In the case where a transfer of Shares pursuant to Clause 5.1 results in a Member of Key Personnel and/or its Affiliate being

liable for any taxation in any jurisdiction (in particular such as income tax), and unless costs of such tax are covered by the

Company pursuant to provisions of the LTI Plan, such Member of Key Personnel and/or its Affiliate may sell such number of

Restricted Shares (and such Restricted Shares are thus, by virtue of this provision, released from the prohibition set out in this

Clause 6) so to fully finance, with the price received from such sale, the payment of such taxation.

7. FINAL DISENGAGEMENT OF MEMBER OF KEY PERSONNEL AND CHANGE OF CONTROL 7.1 In case where a Member of Key Personnel is Finally Disengaged for any reason:

(a) it does not influence the Shares that were already transferred, or were to be transferred, to him or her (i.e. Shares transferred,

or to be transferred, on Vesting Dates occurring prior to the date of Final Disengagement), in particular such Member of Key

Personnel is not obligated to transfer back any Shares (and such Shares shall not be subject to any reduction), subject to

Restricted Shares in case of Fraud; and

(b) it may influence the Shares to be transferred to him or her on the earliest Vesting Date occurring after the end of the Reference

Period in which such Final Disengagement has occurred (depending on a status of Good Leaver, Bad Leaver or Fraud).

7.2 In case of a Fraud occurring during the Reference Period: a Member of Key Personnel:

(a) will be given no Shares on the earliest Vesting Date occurring after the end of such Reference Period;

(b) in addition, he/she will be obligated to transfer back to the Company all Restricted Shares free of charge.

7.3 In case of a Bad Leaver event occurring during the Reference Period: a Member of Key Personnel will be given no Shares on the

earliest Vesting Date occurring after the end of such Reference Period.

7.4 In case of a Good Leaver event occurring during the Reference Period: a Member of Key Personnel will be (on the earliest Vesting

Date occurring after the end of such Reference Period):

(a) given a part of Loyalty Shares pro rata to the actual period of engagement, for example if a Member of Key Personnel was

engaged for 50% of the Reference Period he/she will receive 50% of Loyalty Shares, i.e. 50% of 25% of i(s) = 12.5% of i(s);

(b) given a part of Performance Shares pro rata to the period of engagement and the final results of the Reference Period, for

example if a Member of Key Personnel was engaged for 50% of the Reference Period he/she will receive 50% of Performance

Shares that he/she would otherwise (i.e. if the engagement was not terminated) be given (i.e. if, for example, basing on the

results he or she would be given 40% of Shares he/she will receive only 20% of such Shares).

For the sake of clarity, in such case, the Lock-up Period remains unchanged.

7.5 In case of a Change of Control event occurring during any time when a Member of Key Personnel remains Engaged (and in case

of Good Leaver also after such period as set out by Clause 7.6. below):

(a) Member of Key Personnel will be immediately (i.e. within five Business Days from the day when such Change of Control

event occurs) given 100% of Loyalty Shares and Performance Shares related to the Reference Period in which such Change

of Control occurs (notwithstanding what results are/will be);

(b) the Lock-up Period with respect to all Restricted Shares ends on 31 December of the year in which such Change of Control

has occurred (or any earlier date that the Nomination and Remuneration Committee of the Company may indicate).

7.6 In case where a Member of Key Personnel is a Good Leaver and Change of Control event occurs after his/her Final Disengagement

has occurred (but still in the same Reference Period in which such Final Disengagements has occurred), the provisions of Clause

7.5 shall still apply to such Member of Key Personnel. Otherwise (i.e. Change of Control occurs in the next Reference Period to

the Reference Period in which such Final Disengagement has occurred) the provisions of Clause 7.4 shall apply.

10. DURATION 10.1 The LTI Plan has been adopted for the benefit of Members of Key Personnel and shall constitute a firm and irrevocable

commitment of the Company towards such Members of Key Personnel. The LTI Plan shall last and be in operation until all and

the last Member of the Key Personnel is Finally Disengaged (i.e. there will be no more Members of Key Personnel that are

beneficiaries of the LTI Plan) and, before that date, shall not be terminated unless all Members of Key Personnel and the

Company agree otherwise. Notwithstanding the above, the LTI Plan shall expire on the first Business Day of July year 2026 (tenth

Vesting Date), unless a new resolution is adopted by the Company extending this LTI Plan. Expiry of the LTI Plan is without

prejudice to rights of Members of Key Personnel accrued prior to such date of expiry.



23

SCHEDULE 3 TO THE LTI PLANTO GENERAL TERMS AND CONDITIONS OF LONG-TERM INCENTIVE PLAN (MOTIVATING PROGRAMME) FOR KEY PERSONNEL

Allocation of Shares among Members of the Key Personnel

1. DEFINITIONS The terms specified herein shall be construed in accordance with respective definitions in the main body of the LTI Plan and/or as further

defined in this Schedule.

Where this Schedule uses symbol:

(a) “+” it means mathematical operation of addition;

(b) “x” it means mathematical operation of multiplication;

(c) “=” it means mathematical operation of equation.

2. GENERAL RULES Annually (i.e. each calendar year, starting from 2017), on each Vesting Date (i.e. the date in 2017 specified by Board of Directors, the

first Business Day of July 2018, the first Business Day of July 2019, etc.), the Company shall, irrevocably and unconditionally, transfer

free of charge to such Member of Key Personnel the number of Shares (”S”) calculated pursuant to the below specified mathematical

formula.

Such transfers shall take place on each Vesting Date as long as a Member of Key Personnel is not Finally Disengaged as well as following

such Final Disengagement pursuant to terms and conditions set out in Clause 7 of LTI Plan.

In case of Change of Control, the Shares shall be transferred immediately, as further provided in Clause 7 of LTI Plan.

On each Vesting Date, the Company shall transfer to a Member of Key Personnel the following number of Shares:

S = A + B

where

“A” represents the number of Shares granted for loyalty, i.e. continuing of the Engagement with the Company and/or Company’s

Affiliates; and

“B” represents the number of Shares granted for fulfilment of Performance Targets (including Individual Performance).

The above is not applicable to the Shares to be granted on first Vesting Date (i.e. the date in 2017 specified by Board of Directors). Such

Shares shall be granted in annual maximum amounts in order to encourage and motivate the Key Members of Personnel to develop the

future value of the Company, and shall be transferred on the first Vesting Date (i.e. the date in 2017 specified by Board of Directors) in

the maximum amount, i.e. each Member of Key Personnel shall receive the Shares in the number equal to i(s) (as specified in Clause 3

below), irrespectively of any other circumstances.

3. CONSTITUENTS OF FORMULA A and B shall be calculated pursuant to the following formula:

A = i(s) x 25%

B = i(s) x P%

therefore A + B = [i(s) x 25%] + [i(s) x P%];


SCHEDULE 3 TO THE LTI PLAN (continued)

3. CONSTITUENTS OF FORMULA (continued) “i(S)” means the maximum fixed number of Shares to be granted annually on each Vesting Date, which is different for each Member

of Key Personnel, and is established as follows:

NoMember of key personnel i(s) (annual) TOTAL i(s) (whole duration of the LTI Plan – 10 years)

1. Mr Hadley Dean 800 000 (eight hundred thousand) 8 000 000 (eight million)

2. Mr Jacek Bagiński 450 000 (four hundred fifty thousand) 4 500 000 (four million five hundred thousand)

3. Mr Rafał Kwiatkowski 200 000 (two hundred thousand) 2 000 000 (two million)

4. Mr M Świerczyński 200 000 (two hundred thousand) 2 000 000 (two million)

5. Mr W Knawa 200 000 (two hundred thousand) 2 000 000 (two million)

“TOTAL i(s)” means a fixed maximum number of Shares for each Member of Key Personnel to be transferred during the total duration

of LTI Plan (10 years).

4. THE CONSTITUENT “A” Subject to provisions related to Good Leaver and Change of Control, the constituent “A” shall be equal to 0 (zero) or to [25% x i(s)]

depending whether the Loyalty Target is met or not, ie:

• when the Loyalty Target is met: A = 25% x i(s), and S = 25% x i(s) + P% x i(s);

• when the Loyalty Target is not met: A = 0 (subject to provisions on Good Leaver and Change of Control), and S = P% x i(s).

The “Loyalty Target” means continuance of the Engagement by a Member of Key Personnel and (while calculating S on each Vesting

Date) shall be treated as met or not as explained in the next sentence. In case where a Member of Key Personnel is Finally Disengaged

during the respective Reference Period (i.e. the Reference Period preceding the year in which the Vesting Date occurs, see Schedule 4),

the Loyalty Target is deemed as not met (subject to provisions related to Good Leaver and Change of Control), otherwise it is deemed

as met notwithstanding any other circumstances whatsoever (therefore the sole condition for meeting the Loyalty Target it is continuing

of the Engagement).

In case of Good Leaver, the Loyalty Target is deemed as partially met although the Final Disengagement occurs during the respective

Reference Period, as provided for in Clause 7 of LTI Plan.

In case of Change of Control, the Loyalty Target is always deemed as met in 100% even if Final Disengagement would occur during the

respective Reference Period and notwithstanding what the reasons for such Final Disengagement might be.

5. THE CONSTITUENT “B” The constituent “B” is equal to P% x i(S), where:

P% is the number from the range of 0% to 75% and shall be determined depending on the performance of economic targets fixed for

the respective Reference Period (the “Performance Targets”). For the sake of clarity, the evaluation of the performance of Performance

Targets shall not be a discretionary decision but it shall always be the result of economic and mathematical calculations of a given target

versus factual performance (subject to the component “Individual Performance” which, by its nature, is a result of an individual

assessment which should be, however, performed in good faith and a reasonable manner).

P% shall be calculated as an aggregate of three sub-components (targets):

(1) DPS Growth of X% in the Reference Period – delivery of this target will entitle to 30% of maximum number of the Shares [i(s)];

(2) EBITDA Growth of X% in the Reference Period – delivery of this target will entitle to 30% of maximum number of the Shares [i(s)];

(3) Individual targets assigned for each Key Person by the Board of Directors (“Individual Performance”) – delivery of this target will

entitle to 15% of maximum number of the Shares [i(s)].

Therefore, the maximum P% is 30% + 30% + 15% = 75%.



25

SCHEDULE 3 TO THE LTI PLAN (continued)

5. THE CONSTITUENT “B” (continued) For the avoidance of doubts, a failure to meet one of sub-components will not influence another sub-component, for example if DPS

Growth is met, EBITDA Growth is met and Individual Performance is not met in total, P% = 30% + 30% + 0% = 60%.

In case where any of sub-component is achieved only in part, a Member of Key Personnel shall receive Shares resulting from such target

pro rata to such achievement (e.g. if DPG Growth is only satisfied in 90% – the number of Shares resulting from DPS Growth is 90%

of 30% = 27%).

In any case where DPS Growth is lower due to changes of tax law or its common interpretation (the “Change of Tax Law”) the targeted

DPS Growth shall be treated as respectively reduced and a deficiency in DPS Growth resulting from a Change of Tax Law shall not be

taken into account and shall not negatively impact evaluation of DPS Growth for the purpose of calculating the number of Shares to be

given to a Member of Key Personnel.

In the case of any equity or corporate event such as in particular (without limitation) disposals and/or acquisitions of assets (that are not

included in EBITDA Growth target and/or DPS Growth target), the merger of the Company with another company, spin-off, subdivision

of the Company and any other alike events, EBITDA Growth target and/or DPS Growth target shall be adjusted accordingly so that they

shall include the effect of disposals and/or acquisitions of assets or respectively effects of other corporate and/or equity event (“Adjusted

EBITDA Target”; “Adjusted DPS Target”). The proposed calculation of Adjusted EBITDA and/or Adjusted DPS Targets shall be

presented by Executive Directors to the Nomination and Remuneration Committee of the Company (the “NRCC”) and the procedure

set out in the clause titled “Verification of Performance Targets” shall apply mutatis mutandis.

In case of Good Leaver, the Performance Targets shall be calculated as specified above and reduced pro rata as specified in Clause 7 of

LTI Plan.

In case of Change of Control, the Performance Targets are always deemed as met in 100% even notwithstanding what is the factual

performance of economic targets.

Setting-up Performance Target

The Performance Targets shall be proposed by Executive Directors and shall be agreed and set by the Board of Directors in good faith

and in a reasonable manner, in strict cooperation with Executive Directors and other Members of Key Personnel, until 30 April of each

respective Reference Period. In cases where the Performance Targets are not agreed by the Board of Directors until that date, the

Performance Targets proposed by Executive Directors shall be binding, final and treated as set-up.

Verification of Performance Targets

Each year, the Executive Directors should present the NRCC with information on accomplishment of Performance Targets (i.e. DPS

Growth, EBITDA Growth and Individual Performance). DPS Growth and EBITDA Growth should not be assessed by NRCC but may be

verified from the perspective of mathematic and economic calculations and if NRCC– in good faith and in its reasonable opinion –

believes that there is a mathematical or economic error (or they in good faith and reasonable manner assess the Individual Performance

otherwise than indicated by Executive Directors) they should notify the Executive Directors of the foregoing (the “Disagreement

Notice”) in writing not later than within 10 (ten) days from the day when they were provided by the Executive Directors with the

information on accomplishment of Performance Targets as specified in the previous sentence. If such Disagreement Notice is not served

in time, the information presented by Executive Directors (including both DPS Growth, EBITDA Growth and Individual Performance) is

final, binding and incontestable, otherwise (i.e. when such Disagreement Notice was properly served in time) the Executive Directors and

NRCC should reasonably and with due diligence investigate and possibly clarify an error (if any) and if they fail to do so they should

(subject to next sentence) procure an opinion of Company’s auditor and/or any of Valuation Experts (unless disagreement concerns solely

Individual Performance in which case such disagreement shall be resolved in good faith and reasonable manner between NRCC and the

Executive Directors). Upon receiving of the Disagreement Notice, the Executive Directors may appeal to the entire Board of Directors that

may overrule opinion of NRCC.

In case of any dispute, the Company shall always transfer the undisputed part of Shares and the disputed part shall be further clarified

as explained in the preceding sentences.


SCHEDULE 4Tranches, Reference Periods, Vesting Dates, and Lock-up Periods

Tranche number Reference Period Vesting Date End of Lock-up Period

1 (first Tranche) These Shares are not linked with any Reference Period but are

given to generally motivate future performance of managers.

These Shares shall be transferred in maximum amounts I (s) to

each member of Key Personnel. 2017

First business day

of July 2019

2 (second Tranche) 1.01.2017 – 31.12.2017 First business day

of July 2018

First business day

of July 2020

3 (third Tranche) 1.01.2018 – 31.12.2018 First business day

of July 2019

First business day

of July 2021

4 (fourth Tranche) 1.01.2019 – 31.12.2019 First business day

of July 2020

First business day

of July 2022

(… n) 1.01.(n) year – 31.12.(n) year First business day

of July (n+1) year

First business day

of July 20(n+3)

For the sake of clarity, the first Tranche represents the Shares to be transferred in 2017 and for these Shares the Lock-up Period ends on the

first business day of July 2019; the second Tranche represents the Shares to be transferred on the first business day of July 2018 based on

targets (Loyalty Target and Performance Targets) for 1.01.2017 – 31.12.2017 and for these Shares the Lock-up Period ends on the first

business day of July 2020 (etc.).



27

NOTICE CONVENING EXTRAORDINARY GENERAL MEETING

PART IConvening notice for an Extraordinary General Meeting of Echo Polska Properties N.V. on Friday, 8 December 2017 at 10:00 CET at

Rapenburgerstraat 175 M, 1011VM Amsterdam, The Netherlands

PART IIAgenda

PART IIIExplanatory notes to the agenda and shareholders’ resolutions

PART IVGeneral information

PART VInstructions and documents for participation and voting at the Extraordinary General Meeting




JSE share code: EPP

ISIN: NL0011983374




PART I – CONVENING NOTICE FOR AN EXTRAORDINARY GENERAL MEETING OF EPP

The shareholders and other persons entitled to attend general meetings of EPP are invited by the Board of Directors of the Company (“Board

of Directors”) to attend an Extraordinary General Meeting of the Company on Friday, 8 December 2017 at 10:00 CET (“EGM” or “general

meeting”), to be held at Rapenburgerstraat 175 M, 1011VM Amsterdam, The Netherlands. Registration will take place between 09:30 CET

and the commencement of the EGM at 10:00 CET. Once the EGM has started registration will no longer be possible. The EGM shall be

conducted in English.

1. Opening of general meeting

2. Proposal to adopt the EPP Long-Term Incentive Plan*

3. Authorisation of Board of Directors to issue ordinary shares and/or grant rights to subscribe for ordinary shares*

4. Authorisation of Board of Directors to limit or exclude pre-emption rights*

5. Proposal to adopt revised remuneration policy for the Board of Directors*

6. Proposal to revise and establish the remuneration of the non-executive directors of the Board of Directors for the financial

year 2017*

7. Proposal to appoint external auditor for the financial year 2017*

8. Any other business

9. Closing

* Indicates voting items.

PART II – AGENDA

The definitions and interpretations commencing on page 8 of the circular of which this notice of EGM forms part have been used in this notice

of EGM.

GENERAL NOTES/INTRODUCTIONAs set out in the circular to EPP shareholders of which this notice of EGM forms part, the Board of Directors proposes to adopt the LTI Plan

in order to motivate Members of Key Personnel by creating an economic motivation based on the measured business outcome and

performance of the Company and on individual loyalty of the Members of Key Personnel in order to enhance their economic motivation.

Shares under the LTI Plan will be granted to Members of Key Personnel on the basis determined by the Board of Directors. The Shares are

granted free of charge and the Company shall acquire such number of shares as offered to Members of Key Personnel on the JSE, the LuxSE

or otherwise for the purpose of transferring them to the Members of Key Personnel. In order to do so, the Company is required to obtain the

necessary resolution at a meeting of EPP shareholders to effect a repurchase of EPP shares on the market for the purpose of transferring them

to the Members of Key Personnel pursuant to the LTI Plan. Where the necessary resolution authorising the Company to buy its own Shares is

not adopted, the Company may issue New Shares to the Members of Key Personnel.

A revised remuneration policy which proposes amendments to the remuneration of non-executive directors and executive directors and

provides for Members of Key Personnel to receive long-term incentives pursuant to the LTI Plan is being proposed to the EPP shareholders at

the EGM for adoption.

PART III – EXPLANATORY NOTES TO THE AGENDA AND SHAREHOLDER RESOLUTIONS


29

Accordingly, EPP shareholders are being asked to consider and vote in favour of the proposed resolutions set out below:

(1) Opening

(2) Proposal to adopt the EPP Long-Term Incentive Plan (Resolution)

The following proposal is made in accordance with article 135 of Book 2 of the Dutch Civil Code. It is proposed to the general meeting

to approve the LTI Plan. In order to comply with article 135 of Book 2 of the Dutch Civil Code, the submitted LTI Plan for approval of

the general meeting sets out, among other things, the maximum number of EPP shares or rights to EPP shares that may be granted to

members of the Board of Directors and the criteria for granting or amendment.

The salient features of the LTI Plan shall be available through a shareholder circular. In addition, the full LTI Plan (including its schedules)

and the revised remuneration policy shall be available on the Company’s website as from Friday, 10 November 2017 and for inspection

at the offices of the Company in the Netherlands (Rapenburgerstraat 175 M, 1011VMAmsterdam, The Netherlands), the offices of

Company’s JSE sponsor, Java Capital Trustees and Sponsors Proprietary Limited (6A Sandown Valley Crescent, Sandton, 2196 South

Africa) as well as at offices of the LuxSE listing agent, M Partners (56, rue de Charles Martel L-2134, Luxembourg), where copies may

be obtained free of charge.

In order to comply with the JSE Listings Requirements, the Board of Directors shall not make use of the LTI Plan if the resolution set out

in this agenda item 2 will not be adopted with a majority of at least 75% of the total number of votes cast.

(3) Authorisation of Board of Directors to issue ordinary shares and/or grant rights to subscribe for ordinary shares (Resolution)

The following proposal is made in accordance with article 96, paragraphs 1 and 5, of Book 2 of the Dutch Civil Code.

The Board of Directors is currently, inter alia, authorised as the competent body for a period until the next annual general meeting of

the Company or 15 months calculated as of 19 May 2017, whichever period is shorter, to issue ordinary shares or grant rights to acquire

ordinary shares up to a maximum of 200 000 000 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 LuxSE rules and

regulations and the JSE Listings Requirements (Current Issue Authorisation).

This item comprises the proposal to, in addition to the Current Issue Authorisation that will remain in place, authorise the Board of

Directors, as the competent body for a period until the next annual general meeting of the Company to issue ordinary shares or grant

rights to acquire ordinary shares up to a maximum of 18 500 000 ordinary shares under the LTI Plan (Additional Issue Authorisation).

(4) Authorisation of Board of Directors to limit or exclude pre-emption rights (Resolution)

The following proposal is made in accordance with article 96a, paragraph 6, of Book 2 of the Dutch Civil Code.

The Board of Directors is currently authorised as the competent body for a period until the next annual general meeting of the Company

or 15 months calculated as of 19 May 2017, 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, limited to the number of shares that the Board of Directors is

authorised to issue on the basis of the authorisations granted at the Company’s annual general meeting on 19 May 2017 (Current

Limitation Authorisation).

This item comprises the proposal to, in addition to the Current Limitation Authorisation that will remain in place, authorise the Board

of Directors, as the competent body for a period until the next annual general meeting of the Company to restrict or exclude pre-emptive

rights in relation to the issue of ordinary shares or the granting of rights to acquire ordinary shares under the LTI Plan (Additional

Limitation Authorisation).

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.


PART III – EXPLANATORY NOTES TO THE AGENDA AND SHAREHOLDER RESOLUTIONS (continued)

(5) Proposal to adopt revised remuneration policy for the Board of Directors (Resolution)

On 19 May 2017, the general meeting adopted the remuneration policy for the Board of Directors.

The Company intends to revise the current remuneration policy with retrospective effect from 1 July 2017. It is proposed to the general

meeting to adopt the revised remuneration policy for the Board of Directors (“Remuneration Policy”), and a copy of the Remuneration

Policy shall be available on the Company’s website as from 10 November 2017. Once adopted, the Remuneration Policy replaces the

current remuneration policy and will be effective retrospectively from 1 July 2017. The amendments to the remuneration policy as

included in the draft Remuneration Policy are proposed in order to amend the remuneration payable to non-executive directors and

executive directors and provides for Members of Key Personnel to receive long-term incentives pursuant to the LTI Plan.

In terms of the revised remuneration policy, the executive directors are entitled to a fixed annual base salary, annual variable remuneration

and long-term variable remuneration pursuant to the LTI Plan. The annual aggregate base salary for Hadley Dean and Jacek Bagiński will

amount to a maximum gross annual salary of €500 000 and €300 000 respectively and the annual variable remuneration in the form of

a cash bonus can amount to a maximum of €500 000 and €300 000 respectively.

(6) Proposal to revise and establish the remuneration of the non-executive directors of the Board of Directors for the 2017

financial year (Resolution)

On 19 May 2017, the general meeting established the remuneration of the non-executive directors of the Board of Directors for the

financial year 2017 (ending on 31 December 2017).

With due observance of the Remuneration Policy, it is proposed to the general meeting to revise and establish the remuneration of the

non-executive directors of the Board of Directors with retrospective effect from 1 July 2017 as follows:

(i) Chairmanship of the Board: €70 000;

(ii) Non-executive Board membership (excluding the chairman of the Board as mentioned under (i) above): €50 000;

(iii) Chairmanship of the Audit and Risk Committee: €24 000;

(iv) Membership of the Audit and Risk Committee: €20 000;

(v) Chairmanship of the Nomination and Remuneration Committee: €20 000;

(vi) Membership of the Nomination and Remuneration Committee: €10 000;

(vii) Chairmanship of the Investment Committee: €20 000;

(viii) Membership of the Investment Committee: €10 000.

The compensation will be paid only to the independent Non-Executive Directors.

(7) Proposal to appoint external auditor for the financial year 2017 (Resolution)

It is proposed to the general meeting to reappoint Ernst & Young Accountants LLP as external auditor for the audit of the annual

accounts of the Company for the financial year 2017 (ending on 31 December 2017).

(8) Any other business

(9) Closing


31

PART IV – GENERAL INFORMATION

MEETING DOCUMENTSThe circular and notice of EGM are available on the Company’s website (www.echo-pp.com) from Friday, 10 November 2017 until the date

of the EGM. These documents are also available for inspection at the offices of the Company in the Netherlands (Rapenburgerstraat 175 M,

1011VMAmsterdam, The Netherlands), the offices of Company’s JSE sponsor, Java Capital Trustees and Sponsors Proprietary Limited

(6A Sandown Valley Crescent, Sandton, 2196, South Africa) as well as at offices of the LuxSE listing agent (56, rue de Charles Martel L-2134,

Luxembourg), 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: +48 22 43 00 300 / email: [email protected].

ATTENDANCE AND VOTING INSTRUCTIONSRecord date and relevant registerUnder Dutch law and the Company’s articles of association, persons entitled to attend and, if applicable, to vote at the EGM are persons





Proprietary Limited in respect of securities traded on the JSE and Clearstream Banking S.A. in 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


Quorum requirementsIn accordance with the articles of association of EPP, the quorum required for the EGM to begin or for any matter to be considered is as follows:



be present;






ATTENDANCE AND VOTING RIGHTS IN RESPECT OF SECURITIES LISTED ON THE OFFICIAL LIST AND ADMITTED TO TRADING ON THE LUXEMBOURG STOCK EXCHANGEPersons 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 EGM, either in person or by proxy, should notify the Company by

instructing 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 must be

submitted ultimately on Thursday, 7 December 2017 by swift message to Clearstream Banking S.A. in Luxembourg, or the Company secretary

by email at [email protected].

A holder of securities who has submitted a statement to Clearstream Banking S.A. in Luxembourg in accordance with the aforementioned and

who wishes to attend and vote at the EGM 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 EGM in order to gain access.



7 December 2017.

ATTENDANCE AND VOTING RIGHTS IN RESPECT OF SECURITIES TRADED ON THE JSEA holder of securities in “own name” may attend the EGM 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, and should notify the Company 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 EGM in order to gain access.


PART IV – GENERAL INFORMATION (continued)




Holders of securities, other than in “own name”, who wish to attend and vote at the EGM (either in person or by proxy) should notify the

Company in accordance with the instructions below and 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

EGM 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 EGM should be registered in the manner mentioned below and is to be used to qualify for attendance

to the EGM and must be produced, with identification, at the registration desk upon arrival at the EGM. Forms of identification include valid

identity documents, driver’s licences and passports.









Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

South Africa


[email protected]









of attorney) is not produced. Forms of identification include valid identity documents, driver’s licences and passports. Each person entitled to












33

PART V – INSTRUCTIONS AND DOCUMENTS FOR PARTICIPATION AND VOTING AT THE EXTRAORDINARY GENERAL MEETING

Proxy and voting instruction form for the Extraordinary General Meeting of shareholders of Echo Polska Properties N.V. at 10:00 CET on Friday,

8 December 2017 at Rapenburgerstraat 175 M, 1011VM Amsterdam, The Netherlands

The undersigned

hereby grants a proxy to:

•

• the chairman of the extraordinary general meeting, and failing him, any other director of EPP

(please indicate your choice)

in respect of EPP shares

to be present at the abovementioned extraordinary 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.

Number of shares

Voting instruction In favour Against Abstain

Agenda item

2. Proposal to adopt the EPP Long-Term Incentive Plan

3. Authorisation of Board of Directors to issue ordinary shares and/or grant rights to subscribe

for ordinary shares

4. Authorisation of Board of Directors to limit or exclude pre-emption rights

5. Proposal to adopt revised remuneration policy for the Board of Directors

6. Proposal to revise and establish the remuneration of the non-executive directors of the

Board of Directors for the 2017 financial year

7. Proposal to appoint external auditor for the financial year 2017

Signed at on 2017

Signature(s)

Assisted by (where applicable) (state capacity and full name)




JSE share code: EPP

ISIN: NL0011983374



VOTING INSTRUCTION FORM


Notes

Record Date and relevant registerUnder Dutch law and the Company’s articles of association, persons entitled to attend and, if applicable, to vote at the EGM are persons





Proprietary Limited in respect of securities traded on the JSE and Clearstream Banking S.A. in Luxembourg in respect of 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


Quorum requirementsIn accordance with the articles of association of EPP, the quorum required for the EGM to begin or for any matter to be considered is as

follows:



be present;






ATTENDANCE AND VOTING RIGHTS IN RESPECT OF SECURITIES LISTED ON THE OFFICIAL LIST AND ADMITTED TO TRADING ON THE LUXEMBOURG STOCK EXCHANGEPersons 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 EGM, either in person or by proxy, should notify the Company by

instructing 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 must be

submitted ultimately on Thursday, 7 December 2017 by swift message to Clearstream Banking S.A. in Luxembourg or the Company secretary

by email at [email protected].

A holder of securities who has submitted a statement to Clearstream Banking S.A. in Luxembourg in accordance with the aforementioned

and who wishes to attend and vote at the EGM 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 EGM in order to gain access.



7 December 2017.

ATTENDANCE AND VOTING RIGHTS IN RESPECT OF SECURITIES TRADED ON THE JSEA holder of securities in “own name” may attend the EGM 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, and should notify the Company 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 EGM in order to gain

access.





35

Holders of securities, other than in “own name”, who wish to attend and vote at the EGM, (either in person or by proxy) should notify the

Company in accordance with the instructions below and 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

EGM 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 EGM should be registered in the manner mentioned below and is to be used to qualify for attendance

to the EGM and must be produced, with identification, at the registration desk upon arrival at the EGM. Forms of identification include valid

identity documents, drivers’ licences and passports.









Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

South Africa


[email protected]









of attorney) is not produced. Forms of identification include valid identity documents, drivers licenses and passports. Each person entitled to












Notes


37Echo Polska Properties Circular to EPP shareholders

Notes
