Atrium European Real Estate : Circular of Annual General Meeting

697cc526-c2c4-4d62-a281-d9df3bbd9f88.pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from another appropriately qualified and duly authorised independent adviser. In this document the definitions in Part III (Definitions) are used unless the context requires otherwise.

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.

ATRIUM EUROPEAN REAL ESTATE LIMITED

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

Annual General Meeting

This document sets out proposals for Shareholder approval at the Annual General Meeting. Notice of the Annual General Meeting to be held at 1:00 p.m. (Jersey time) on 11 May 2016 at The Club Hotel & Spa, Green Street, St. Helier, Jersey, JE2 4UH, 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 1:00 p.m. (Jersey time) on 9 May 2016. 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 2:00 p.m. (Amsterdam time/C.E.S.T.) on 9 May 2016 (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 1:00 p.m. (Jersey time) on 9 May 2016 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.

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this Circular and which recommends that you vote in favour of the Proposed Resolutions. Your attention is also drawn to the section entitled "Action to be Taken" in Part I of this Circular. CONTENTS

Page
Expected Timetable of Events		4
Part I	Letter from the Chairman	5
Part II	Additional Information	8
Part III	Definitions	9
Notice of Annual General Meeting		10

IMPORTANT INFORMATION

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.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

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 21 April 2016, 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.

EXPECTED TIMETABLE OF EVENTS

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)	1:00 p.m. (Jersey time) on 9 May 2016
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)	2:00 p.m. (Amsterdam time/ C.E.S.T.) on 9 May 2016
Annual General Meeting	1:00 p.m. (Jersey time) on 11 May 2016

The above dates and times are subject to change.