IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the 'document') following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following restrictions, including any modifications to them any time you receive any information from us as a result of such access. The document is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any of their territories, possessions or areas or territories subject to their jurisdiction or to any national, citizen or resident thereof, except as provided below.This document is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This document is not and does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'Securities Act'). Any such securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act.

This document is addressed only to and directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act

2000 (Financial Promotion) Order 2005 (the 'Order') and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as 'relevant persons'). Any investment activity to which this document relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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ATRIUM EUROPEAN REAL ESTATE LIMITED (incorporated with limited liability under the laws of Jersey, registration number 70371) EUR150,000,000 3.625 per cent. Notes due 17 October 2022 (to be consolidated and form a single series with the EUR350,000,000 3.625 per cent. Notes due 17 October 2022 issued on 16 October 2014)This prospectus constitutes a prospectus (the 'Prospectus') within the meaning of Article 5.3 of Directive 2003/71/EC, as amended (the 'Prospectus Directive').

The issue price of the EUR150,000,000 3.625 per cent. Notes due 17 October 2022 (the 'Further Notes') of Atrium European Real Estate Limited ('Atrium' or the 'Issuer') is 106.39509589 per cent. of their principal amount which includes accrued interest from, and including, 16 October 2014 to, but excluding, the Closing Date (as defined below). The Further Notes will be consolidated and form a single series with the EUR350,000,000 3.625 per cent. Notes due 17 October 2022 issued on 16 October 2014 (the 'Original Notes' and, together with the Further Notes, the 'Notes') upon and to the extent the Temporary Global Note (as defined below) is exchanged for the Permanent Global Note (as defined below) not earlier than 40 days after the Closing Date.

The Notes bear interest from 16 October 2014 at the rate of 3.625 per cent. per annum payable annually in arrear on 17 October in each year commencing on 17 October 2015. There will be a long first coupon for the period from and including 16 October 2014 to but excluding 17 October 2015. Payments on the Notes will be made in euro without deduction for or on account of taxes imposed or levied by the Czech Republic, Hungary, Latvia, Poland, Romania, Russia, Slovakia or Jersey to the extent described under 'Terms and Conditions of the Further Notes-Taxation'.

Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 17 October 2022. The Notes are subject to redemption in whole at their principal amount at the option of Atrium at any time in the event of certain changes affecting taxation in the Czech Republic, Hungary, Latvia, Poland, Romania, Russia, Slovakia or Jersey. The Notes may be redeemed at the option of Atrium in whole, but not in part, at any time at the Relevant Early Redemption Amount. In addition, the holder of a Note may, by the exercise of the relevant option, require Atrium to redeem such Note at its principal amount on a Change of Control Put Date. See 'Terms and Conditions of the Further Notes-Redemption and Purchase'.

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the 'CSSF'), which is the Luxembourg competent authority for the purpose of the Prospectus Directive. Application has been made for the Further Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial opportuneness of the transaction contemplated by this Prospectus or the quality or solvency of Atrium in line with the provisions of Article 7(7) of the Luxembourg law dated 10 July

2005 on prospectuses for securities, as amended.

The Further Notes are not regulated or authorised by either the Jersey Financial Services Commission ('JFSC') or the Jersey Company Registry.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'Securities Act') and are subject to United States tax law requirements. The Further Notes are being offered outside the United States by the Manager (as defined in 'Subscription and Sale') in accordance with Regulation S under the Securities Act ('Regulation S'), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Further Notes will be issued in bearer form and in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000. The Further Notes will initially be in the form of a temporary global note (the 'Temporary Global Note'), without interest coupons, which will be deposited on or around 7 May 2015 (the 'Closing Date') with a common safekeeper for Euroclear Bank S.A./N.V. ('Euroclear') and Clearstream Banking, société anonyme ('Clearstream, Luxembourg'). The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the 'Permanent Global Note'), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Further Notes cannot be collected without such certification of non- U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Further Notes in definitive form in the denomination of EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000 each and with interest coupons attached. See 'Overview of Provisions Relating to the Further Notes in Global Form'.

The Further Notes are expected to be rated BBB- by Standard & Poor's Credit Market Services Europe Limited ('Standard & Poor's') and BBB- by Fitch Ratings Limited ('Fitch'). Standard & Poor's and Fitch are established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the 'CRA Regulation'), and appear on the latest update of the list of registered credit rating agencies (as at 12 December 2014) on the ESMA websitehttp://www.esma.europa.eu. The ESMA website is not incorporated by reference into, nor does it form part of, this Prospectus.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Morgan StanleyThe date of this Prospectus is 5 May 2015.IMPORTANT NOTICESAtrium has confirmed to the Manager named under 'Subscription and Sale' below (the 'Manager') that this Prospectus contains all information regarding Atrium and the Further Notes which is (in the context of the issue, offering and sale of the Further Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of Atrium are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing.
Atrium has not authorised the making or provision of any representation or information regarding Atrium or the Further Notes other than as contained in this Prospectus or as approved for such purpose by Atrium. Any such representation or information should not be relied upon as having been authorised by Atrium or the Manager.
Neither the Manager nor Deutsche Trustee Company Limited (the 'Trustee') nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Further Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of Atrium since the date of this Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Further Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by Atrium and the Manager to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Further Notes and on distribution of this Prospectus and other offering material relating to the Further Notes, see 'Subscription and Sale'.
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to United States tax law requirements. Subject to certain exceptions, Further Notes may not be offered, sold or delivered within the United States or to U.S. persons.
The JFSC has consented to the circulation of this Prospectus by Atrium. Atrium is regulated by the JFSC as a certified fund pursuant to the Collective Investment Funds (Jersey) Law 1988, as amended ('CIF Law'). The JFSC is protected by the CIF Law against liability arising from the discharge of its functions under this law. The Further Notes are not regulated or authorised by either the JFSC or the Jersey Company Registry.
 In connection with the issue of the Further Notes, Morgan Stanley & Co. International plc (the 'Stabilising Manager') (or persons acting on behalf of the Stabilising Manager) may over allot Further Notes or effect transactions with a view to supporting the price of the Further Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Further Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Further Notes and 60 days after the date of the allotment of the Further Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules. Atrium is regulated by the JFSC as a certified fund pursuant to the CIF Law. In order to facilitate the internalisation of its management, Atrium was, in 2008, granted permission by the JFSC to be treated as a Listed Fund (as published by the JFSC). Regulatory requirements, which may be deemed necessary for the protection of retail or inexperienced investors, do not apply to Listed Funds. Holding an investment in Atrium is suitable therefore only for professional or experienced investors, or those who have taken appropriate professional advice. Any person holding an investment in Atrium will be deemed to have acknowledged that he or she is a professional or experienced investor, or has taken appropriate professional advice, and has accepted the reduced requirements accordingly.This Prospectus is addressed only to and directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as 'relevant persons'). Any investment activity to which this Prospectus relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Prospectus or any of its contents.

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