Atrium European Real Estate : Circular of Annual General Meeting

If you have sold or otherwise transferred all of your Shares in Atrium European Real Estate Limited (the "Company") please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
The Shares of the Company are admitted to trading and are listed on Euronext Amsterdam and on Vienna Stock Exchange.

(a company incorporated with limited liability under the Companies (Jersey) Law 1991, as amended, with registration number 70371)

This document sets out proposals for Shareholder approval at the Annual General Meeting. Notice of the Annual General Meeting to be held at 10:00 a.m. (Jersey time) on 27 May 2015 at Atlantic Hotel, Le Mont de la Pulente, St Brelade, Jersey, JE3 8HE, Channel Islands is set out at the end of this document.
Shareholders who wish to attend or to exercise the voting rights attached to their Shares at the Annual General Meeting should complete the Form of Proxy accompanying this Circular (which is also available from the Company's website, www.aere.com). Registered Shareholders should send their completed Forms of Proxy to the Company at 11-15 Seaton Place, St Helier, Jersey JE4 0QH, Channel Islands by 10:00 a.m. (Jersey time) on 22 May 2015. Shareholders holding interests in Shares through an intermediary of Euroclear Netherlands should send the completed Forms of Proxy to their account holding bank or broker, which will be required to forward the completed Form of Proxy (via an intermediary of Euroclear Netherlands) with a confirmation to proxy agent Kempen & Co N.V. (either by email to proxyvoting@kempen.nl or by fax to: +31 20 348 9549) by 11:00 a.m. (Amsterdam time/C.E.S.T.) on 22 May 2015 (in reply to which each participating Shareholder will receive a proxy confirmation). Only those persons holding Shares or holding interests in Shares through an intermediary of Euroclear Netherlands as at 10:00 a.m. (Jersey time) on 22 May 2015 or, if the Annual General Meeting is adjourned, as at 48 hours before the time of such adjourned meeting, shall be entitled to attend the Annual General Meeting and/or exercise the voting rights attaching to such Shares at the Annual General Meeting.

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Expected Timetable of Events 4

Notice of Annual General Meeting 11
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This Circular is being furnished to existing Shareholders in connection with the Annual General Meeting of the Company. This Circular is individually directed to existing Shareholders and does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities of the Company.
You must not treat the contents of this Circular or any subsequent related communications from the Company or any of its affiliates, officers, directors, employees or agents as advice relating to legal, tax, accounting, regulatory, investment or any other matters. Shareholders must rely upon their own representatives, including their own legal, tax, accounting, regulatory and investment advisers, as to legal, tax, accounting, regulatory, investment or any other related matters concerning the Proposals and the Proposed Resolutions.
All investments are subject to risk. Past performance is no guarantee of future returns. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.

This Circular includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" "should" "could", "assumes", "plans", "seeks", "approximately", "aims", "projects", or similar expressions or, in each case their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this Circular and include statements regarding the intentions, beliefs or current expectations of the Company and its subsidiaries (together with the Company, the "Group"). By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.
You should assume, unless otherwise stated, that the information appearing in this Circular is current only as of 4 May
2015, being the latest practicable date prior to publication of this document. The business, financial condition, results of operations and prospects of the Company or the Group may change. Except as required by law or applicable regulation, the Company and the Group do not undertake any obligation to update any forward-looking statements, even though the situation of the Company or the Group may change in the future.
All of the information presented in this Circular, and particularly the forward-looking statements, is qualified by these cautionary statements.
You should read this Circular and the documents available for inspection completely and with the understanding that actual future results of the Company or the Group may be materially different from what the Company or the Group expects.
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Latest time for Registered Shareholders to return their completed Forms of Proxy to the Company (indicating such Shareholders' intentions to attend and/or vote at the Annual General Meeting)
Latest time for account holding banks or brokers to return completed Forms of Proxy (via an intermediary of Euroclear Netherlands with a confirmation to proxy agent Kempen & Co N.V.) on behalf of Shareholders holding interests in Shares through an intermediary of Euroclear Netherlands (indicating such Shareholders' intentions to attend and/or vote at the Annual General Meeting)

11:00 a.m. (Amsterdam time/ C.E.S.T.) on 22 May 2015
Annual General Meeting 10:00 a.m. (Jersey time) on 27 May 2015

The above dates and times are subject to change.

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ATRIUM EUROPEAN REAL ESTATE LIMITED

Directors:

(a company incorporated with limited liability under the Companies (Jersey) Law 1991, as amended, with registration number 70371)

Registered office:

Chaim Katzman (Chairman)
Rachel Lavine (Executive Vice Chairman) Noam Ben-Ozer
Peter Linneman Simon Radford Aharon Soffer Thomas Wernink Andrew Wignall

11-15 Seaton Place
St Helier Jersey JE4 0QH Channel Islands
6 May 2015
Dear Shareholder,
At this Annual General Meeting the Company will seek approval from its Shareholders on the following matters: (i) receiving the Annual Accounts; (ii) the re-appointment of KPMG Channel Islands Limited as auditors of the Company; (iii) authorising the Directors to agree the auditors' remuneration; (iv) renewing the Company's authority to acquire Shares on the market and (v) conferring an authority on the Directors to issue Shares and/or securities convertible into Shares. Each matter is summarised below, along with a description of what you need to do to exercise your votes, and our recommendation as to how you should vote.

Pursuant to Article 36.6 of the Memorandum and Articles, the Annual Accounts have been distributed to the Shareholders with the Notice of Annual General Meeting. The Annual Accounts will be laid at the meeting and the S hareholders will be asked to resolve to receive the Annual Accounts.

Pursuant to Article 113(3) of the Companies (Jersey) Law 1991, the Company is seeking approval from the Shareholders to re-appoint KPMG Channel Islands Limited as auditors of the Company.

In connection with the re-appointment of KPMG Channel Islands Limited as auditors of the Company, the Company is also seeking approval to authorise the Directors to agree the auditors' remuneration. The Company keeps the level of audit fees under regular review to ensure that they remain competitive.
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On 15 May 2014 the Shareholders approved an authority for the Company to make market purchases of up to 50 million Shares, as a continuation of the policy of authorising the Company to engage in market purchases of its Shares within the limitations imposed by Shareholders in the approval resolution. That authority will expire at the Annual General Meeting.
The Board is seeking a renewal of the authority for the Company to buy-back Shares within a limit of 50 million Shares. Proposed Resolution 4 sets out the proposed terms of the authority and provides for a minimum purchase price (exclusive of
expenses) of €0.01 per Share and a maximum (exclusive of expenses) of the higher of: (a) 110 per cent. of the average of
the middle market quotations for a Share on the relevant market on which the Shares are purchased for the five business days immediately preceding the date on which the Share is contracted to be purchased; and (b) the higher of (i) the price of the last independent trade of a Share and (ii) the highest current independent bid for a Share on the relevant market on which the Shares are purchased at the time of purchase. The authority will expire at the conclusion of the Annual General Meeting of the Company in 2016 unless it is varied, revoked or renewed prior to such time by a special resolution of the Company in a general meeting, and in any event no later than 27 November 2016. The Company may also conclude a contract to purchase Shares under the authority conferred by the proposed resolution prior to the expiry of such authority which will or may be completed wholly or partly after such expiry, and may make a purchase of Shares in pursuance of any such contract as if the authority conferred by the proposed resolution had not expired.
The Directors have no present intention to make such purchases but consider it prudent to retain the ability to do so. The
Directors will only exercise the authority if such exercise would in their opinion be in the best interests of the Company.
Any purchases of Shares would be by means of market purchases and Shares acquired may be cancelled or held by the Company as treasury shares. The Directors may dispose of treasury shares in accordance with the requirements of applicable legislation.
During the year ended 31 December 2014, no Shares were purchased by the Company. As at 4 May 2015 (the latest practical date before publication of this document), the Company had purchased no Shares pursuant to the authority to make market purchases conferred by Shareholders at the general meeting on 15 May 2014.

The Directors may issue additional Shares only with the authority of Shareholders or as otherwise contemplated in the
Memorandum and Articles. The existing authority of Shareholders will expire at the Annual General Meeting.
Proposed Resolution 5 sets out the terms of a proposed approval from Shareholders to authorise the Directors to issue up to a maximum of 75 million Shares which represents approximately 20% of the Company's issued shares as at the date of this Circular. This authority also permits the issue of securities convertible into Shares by the Company, provided that the Shares resulting from the conversion of such securities (when aggregated with all other Shares issued pursuant to the authority) shall not exceed the aforementioned threshold of 75 million Shares. The authority set out in Proposed Resolution
5 is intended to provide the Board with the flexibility to issue Shares (or securities convertible into Shares) to support the Company's commercial objectives through equity finance in suitable circumstances. The authority will expire at the conclusion of the Annual General Meeting of the Company in 2016 unless it is varied, revoked or renewed prior to such time by a special resolution of the Company in a general meeting, and in any event no later than 27 November 2016. In addition, the Directors may make an offer or agreement pursuant to the authority conferred by the proposed resolution prior to the expiry of the authority which would or might require Shares or securities convertible into Shares to be issued after the expiry of the authority and the Directors may issue Shares or securities convertible into Shares pursuant to that offer or agreement as if the authority conferred by the proposed resolution had not expired. The Board has no current intention to issue Shares or securities convertible into Shares but consier it prudent to have the ability to do so. The Directors will only exercise the authority if such exercise would in their opinion be in the best interests of the Company.
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A notice is set out in this Circular convening the Annual General Meeting for 10:00 a.m. (Jersey time) on 27 May 2015 at Atlantic Hotel, Le Mont de la Pulente, St Brelade, Jersey, JE3 8HE, Channel Islands to consider and, if thought fit, pass the Proposed Resolutions.
The quorum required for the Annual General Meeting is two Registered Shareholders entitled to vote and attending in person or by proxy. If within thirty minutes from the time appointed for the Annual General Meeting a quorum is not present or if during the meeting a quorum ceases to be present the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time and place as the Directors shall determine and if at such adjourned meeting a quorum is not present within thirty minutes from the time appointed for the holding of the meeting, those Shareholders present in person or by proxy shall constitute a quorum.

After carefully reading and considering the information contained in this Circular, please vote either by attending the
Annual General Meeting at Atlantic Hotel, Le Mont de la Pulente, St Brelade, Jersey, JE3 8HE, Channel Islands, on 27 May
2015, or by proxy.

A Form of Proxy accompanies this Circular for use at the Annual General Meeting. Whether or not Registered Shareholders intend to attend the Annual General Meeting, Registered Shareholders are urged to complete and return the Form of Proxy as soon as possible and in any event by 10:00 a.m. (Jersey time) on 22 May 2015. The Form of Proxy is also available from the Company's website, www.aere.com.
The lodging of a Form of Proxy by a Registered Shareholder will not prevent such holder from attending the Annual
General Meeting and voting in person if such holder so wishes.
Registered Shareholders shall only be entitled to attend or exercise the voting rights attaching to such Shares at the Annual General Meeting if they hold such interests as at 10:00 a.m. (Jersey time) on 22 May 2015 or, if the Annual General Meeting is adjourned, as at 48 hours before the time of such adjourned meeting.

A Form of Proxy accompanies this Circular for use at the Annual General Meeting. Shareholders holding interests in Shares through an intermediary of Euroclear Netherlands who wish to attend or to exercise the voting rights attaching to their Shares at the Annual General Meeting should inform their account holding bank or broker in writing by returning the Form of Proxy to their account holding bank or broker. The Form of Proxy is also available from the Company's website, www.aere.com.
Each Shareholder's account holding bank or broker will be required to forward the completed Form of Proxy (via an intermediary of Euroclear Netherlands) with a confirmation to proxy agent Kempen & Co N.V. (either by email to proxyvoting@kempen.nl or by fax to: +31 20 348 9549) by 11:00 a.m. (Amsterdam time/C.E.S.T.) on 22 May 2015, in reply to which each participating Shareholder will receive a proxy confirmation.
Shareholders holding interests in Shares through an intermediary of Euroclear Netherlands shall only be entitled to attend or exercise the voting rights attaching to such Shares at the Annual General Meeting if they hold such interests as at 10:00 a.m. (Jersey time) on 22 May 2015 or, if the Annual General Meeting is adjourned, as at 48 hours before the time of such adjourned meeting.
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Shareholders should note that certain account holding banks or financial institutions may block the account of a Shareholder who holds Shares through Euroclear Netherlands from the time the intermediary has received voting instructions from such Shareholder until 48 hours before the time of the Annual General Meeting.

The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends all Shareholders to vote in favour of the Proposed Resolutions at the Annual General Meeting.
Yours sincerely,

Chairman

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1.1 No person has been authorised to give any information or to make any representation in relation to the Proposals other than those contained in this Circular and, if given or made, such information or representations must not be relied upon as having been authorised. The publication and distribution of this Circular shall not under any circumstances imply that the information contained in this Circular is correct as at any time subsequent to 4 May
2015, the latest practical date prior to the publication of this document, or that there has not been any change in the affairs of the Company or its affiliates since such date.
1.2 The issued share capital of the Company currently consists of 376,025,587 Shares, all of which are entitled to participate and vote at the Annual General Meeting. Each Share grants one vote.

2.1 Copies of the documents listed below will be available for inspection at the offices of Aztec Financial Services (Jersey) Limited at 11-15 Seaton Place, St Helier, Jersey, JE4 0QH, Channel Islands, contact: +44 1534 833000 during normal business hours on any Business Day from the date of this Circular until the date of the Annual General Meeting and copies will also be available for inspection at the Annual General Meeting. The documents available for inspection are:
(a) a copy of this Circular;
(b) a copy of the Memorandum and Articles; and
(c) the Annual Accounts.
Copies of these documents are also available free of charge during normal business hours on any Business Day from the date of this Circular until the date of the Annual General Meeting in the Netherlands from the Company's paying agent, Kempen & Co N.V., Beethovenstraat 300, 1077 WZ Amsterdam, P.O. Box 75666, 1070 AR Amsterdam, the Netherlands.
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The following definitions apply throughout this Circular and the Form of Proxy unless the context requires otherwise:
Annual Accounts the annual accounts of the Company for the year ended 31 December 2014
Annual General Meeting the annual general meeting of the Company convened for 10:00 a.m. (Jersey time) on 27 May 2015
Articles the Articles of Association of the Company
Board, Board of Directors or the directors of the Company as at the date of this Circular
Directors
Business Day a day, other than a Saturday, Sunday or public holiday in England and Wales, Jersey, Austria or the Netherlands on which the banks are open in London, Amsterdam and Vienna for general commercial business
Circular this document
Company Atrium European Real Estate Limited
Euroclear Netherlands Euroclear Nederland (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.) the central securities depository of the Netherlands and primary settlement system for securities admitted to Euronext Amsterdam which provides real-time settlement of securities transactions through electronic book-entry transfers without the need to use share certificates or written instruments of transfer
Euronext Amsterdam the regulated market of Euronext Amsterdam
Form of Proxy the form of proxy for use by Shareholders in relation to the Annual General
Meeting
Group the Company and its subsidiaries from time to time
Memorandum and Articles the memorandum and articles of association of the Company as at the date of this
Circular
Notice of Annual General Meeting the notice set out in this Circular
Proposals the proposals set out in Part I of this Circular
Proposed Resolutions the resolutions set out in the Notice of Annual General Meeting
Registered Shareholders Shareholders who do not hold interests in Shares through Euroclear Netherlands
Shares unless indicated otherwise in this Circular, ordinary shares or interests in such shares in the capital of the Company with no par value
Shareholders holders of Shares. Unless otherwise referenced or where the context otherwise requires, the terms "Shareholder" and "Shareholders" and any reference to a person who holds Shares or any similar expression used herein include persons holding book entry interests in Shares through an intermediary of Euroclear Netherlands
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(the "Company")

(a company incorporated with limited liability under the Companies (Jersey) Law 1991, as amended, with registered number 70371)

May 2015 at Atlantic Hotel, Le Mont de la Pulente, St Brelade, Jersey, JE3 8HE, Channel Islands, to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. THAT the accounts of the Company for the year ended 31 December 2014 and the report of the directors and auditors thereon be and are hereby received;
2. THAT KPMG Channel Islands Limited be and are hereby re-appointed as the Company's auditors;
3. THAT the Directors be and are hereby authorised to agree the auditors' remuneration;
and to pass the following resolutions as special resolutions:

4. THAT the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Jersey) Law 1991, as amended, to make purchases on a stock exchange of its Shares (either for retention as treasury shares for resale or transfer, or for cancellation), provided that:
(a) the maximum number of Shares authorised to be purchased is 50,000,000 Shares in the capital of the Company; (b) the minimum price (exclusive of expenses) which may be paid for a Share shall be €0.01;
(c) the maximum price (exclusive of expenses) which may be paid for a Share is, in respect of a Share contracted to be purchased on any day, the higher of:
(i) an amount equal to 110% of the average of the middle market quotations for a Share on the relevant market on which the Shares are purchased for the five business days immediately preceding the date on which the Share is contracted to be purchased; and
(ii) an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the relevant market on which the Shares are purchased at the time of purchase;
(d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company following the passing of this Resolution, unless such authority is varied, revoked or renewed prior to such time by a special resolution of the Company in a general meeting, and in any event shall expire no later than 27 November 2016; and
(e) the Company may conclude a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed wholly or partly after such expiry, and may make a purchase of Shares in pursuance of any such contract as if the authority hereby conferred had not expired.
In this special resolution a reference to a Share shall mean an ordinary share in the capital of the Company;
and
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5. THAT the Directors be generally and unconditionally authorised to issue Shares and/or securities convertible into Shares ("Convertible Securities"), provided that (1) the Shares so issued and (2) the Shares that would be issued following the conversion of any such Convertible Securities do not exceed an aggregate of 75 million Shares, to such persons at such times and generally on such terms and conditions as they think fit for a period expiring at the conclusion of the next annual general meeting of the Company following the passing of this Resolution, unless this authority is varied, revoked or renewed prior to such time by a special resolution of the Company in a general meeting, and in any event this authority shall expire no later than 27 November 2016, and to make an offer or agreement pursuant to this authority prior to the expiry of this authority which would or might require Shares and/or Convertible Securities to be issued after the expiry of this authority and the Directors may issue Shares and/or Convertible Securities pursuant to that offer or agreement as if the authority hereby conferred had not expired.
In this special resolution a reference to a Share shall mean an ordinary share in the capital of the Company.

By order of the Board

Registered Office

11-15 Seaton Place
St Helier Jersey JE4 0QH
Channel Islands
Secretary
Dated 6 May 2015

Notes:

1. Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be Shareholders) to attend and vote on a poll on their behalf provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different Shares. The Company's articles of association require that all votes at the Annual General Meeting shall be by poll.

2. On a poll each Shareholder will be entitled to 1 vote per Share held (subject to any restrictions in the Memorandum and Articles).

3. To have the right to attend and vote at the meeting you must hold Shares in the Company.

4. To be valid, a Form of Proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) completed by a Shareholder must be received by or on behalf of the Company at the address set forth in the relevant Form of P roxy as soon as possible, but in any event not later than 11:00 (Amsterdam time/C.E.S.T.) on 22 May 2015 (and, in the case of a Shareholder holding interests in Shares through an intermediary of Euroclear Netherlands, the Form of Proxy must be submitted via the Shareholder's account holding bank or broker, as set out in the letter from the Chairman. If a Shareholder holding interests in Shares through an intermediary of Euroclear Netherlands submits a Form of Proxy directly to the proxy agent Kempen & Co N.V. other than via the Shareholder's account holding bank or broker, the Form of Proxy shall be considered invalid). A Form of Proxy accompanies this notice. Completion and return of a Form of Proxy (a) will not preclude Registered Shareholders from attending and voting at the meeting should they wish to do so, and (b) is required for Shareholders holding interests in Shares via an intermediary of Euroclear Netherlands to be permitted to attend and/or vote at the meeting.

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