Atrium European Real Estate Limited for 15 May 2014

(a company incorporated with limited liability under the Companies (Jersey) Law

1991, as amended, with registration number 70371 and registered with the Dutch

Authority for the Financial Markets as a closed ended investment scheme)

11-15 Seaton Place, St Helier, Jersey, Channel Islands JE4 0QH

Form of Proxy For use by registered holders of Shares only.

Please complete the following in BLOCK CAPITALS

I/We, ………………………………, of ……………………………………………………………………………. being a registered holder of Shares of Atrium European Real Estate Limited (the "Company"), hereby appoint the following person:

………………………………………………………………………………………………………………………………

or, failing him/her, the Chairperson of the meeting (delete as applicable) to act as my/our proxy and, on a poll, to vote in my/our name(s) and on my/our behalf at the Annual General Meeting of the Company to be held at 10.45 a.m. (Jersey time) on 15 May 2014 at Atlantic Hotel, Le Mont de la Pulente, St Brelade, Jersey, JE3 8HE, Channel Islands, and at any adjournment thereof.

1. □ I/We plan to attend the Annual General Meeting.

2. □ I/We do not plan to attend the Annual General Meeting.

I/We instruct my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form with an "X", or
the relevant number of Shares, as follows:

Resolutions

For

Against

Vote

Withheld

Ordinary Resolutions

1.

THAT the accounts of the Company for the year ended 31 December 2013 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.

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;

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(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 15

November 2015; 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.

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 Convertibles Securities do not exceed an aggregate of 37.4 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 15 November 2015, 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.

If you wish to abstain from voting on the resolution please insert an "X" in the box marked "Vote Withheld". It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" the resolution. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting (including, but not limited to, on a motion to amend a resolution, to propose a new resolution or to adjourn the meeting). In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

Signature ………………………………………………………….…Date…………………………………………………………….2014

Notes:

1. Please insert above in the space provided the full name(s) and address(es) of the registered Shareholder(s) in BLOCK CAPITALS. In the case of joint holders, the names and addresses of all the joint holders should be stated on this Form of Proxy.
2. If you wish to appoint as a proxy a person other than the Chairman of the meeting, please insert the name of the proxy preferred above in the space provided. The person to whom this proxy is given need not be a Shareholder of the
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Company but must attend the meeting in person to represent you. If no name is entered, the return of this Form of
Proxy duly signed will authorise the Chairman of the meeting to act as your proxy.
3. The completion and return of this Form of Proxy will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
4. If you wish your proxy to cast all of your votes for or against a resolution, you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of registered Shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the meeting) which may properly come before the meeting. If instruction is given to abstain from voting in respect of any resolution, this instruction will be deemed to be neither a vote for or against the resolution.
5. Any alteration made to this Form of Proxy should be initialled by the person who signs it.
6. In the case of joint holders of any registered Share, such persons shall not have the right of voting individually in respect of such registered Share but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election, the person whose name appears first in order in the register of Shareholders of the Company in respect of such registered Share shall be the only person entitled to vote in respect thereof.
7. To be valid, this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially) must be completed, signed and deposited at the address specified in note 8 below as soon as possible, but in any event not later than 10.45 a.m. (Jersey time) on 13 May 2014.
8. When you have completed this form, sign it and return it in a sealed envelope, with correct postage affixed, to Atrium European Real Estate Limited, 11-15 Seaton Place, St Helier, Jersey JE4 0QH, Channel Islands, as soon as possible, but in any event so as to be received not later than 10.45 a.m. (Jersey time) on 13 May 2013.
9. The completion and return of this Form of Proxy shall be at the sole risk of the registered Shareholder first-named above, and neither the Company nor any other person shall be liable for any loss arising out of any delay or failure of the Form of Proxy to arrive by the due date and time.
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