AROUNDTOWN PROPERTY HOLDINGS PLC

54B Artemidos Avenue & Nikou Demetriou Corner
Scanner Avenue Tower, 4th Floor, 6027
Larnaca, Cyprus

NOTICE TO ALL SHAREHOLDERS

Invitation to the Extraordinary General Meeting of the Company

All shareholders (the "Shareholders") of Aroundtown Property Holdings Plc (the "Company") are hereby given notice that the

EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY

(the "EGM" or "General Meeting")

will be held on 13 September 2017, at 9.30 a.m. (Central European Time, "CET")
with the agenda as set out below
at

GSK Luxembourg SA
44, Avenue John F. Kennedy
Entrance A, 2^nd floor
L-1855 Luxembourg
Grand Duchy of Luxembourg
Tel. No.: +352 2718 0200

AGENDA

The draft resolutions suggested by the Board of Directors are available on the Company's website under https://www.aroundtownholdings.com/extraordinary-general-meeting.html.

1. Confirmation of the transfer of the registered office and principal place of business of the Company from Cyprus to Luxembourg and approval of the adoption of the Luxembourg nationality without dissolution and full corporate and legal continuance with immediate effect.

2. Acknowledgement and approval of the report of KPMG Luxembourg, société cooperative, having its registered office at 39, Avenue John F. Kennedy, L-1855 Luxembourg stating that the Company's net asset value is at least equal to the Company's share capital.

Shareholders may refer to the preliminary report of KPMG Luxembourg, société cooperative, which is available on the Company's website under https://www.aroundtownholdings.com/extraordinary-general-meeting.html. This report is provided by KPMG Luxembourg for information purposes of the shareholders only. KPMG Luxembourg will issue a final report on or about the date of the EGM in order to provide for an up-to-date assessment of the Company's net asset value as of the date of the EGM.

3. Decision to adopt the form of a société anonyme under Luxembourg law.

4. Decision to change the name of the Company.

The Board of Directors suggests to change the name of the Company to "Aroundtown SA".

5. Decision on the registered office and address of the Company.

6. Decision to amend the corporate object of the Company.

Shareholders may refer to the draft resolution suggested by the Board of Directors of the Company which is available on the Company's website under https://www.aroundtownholdings.com/extraordinary-general-meeting.html.

7. Decision to change the form of the shares of the Company to bearer shares.

8. Decision to fix an authorised share capital and to authorise the Board of Directors to increase the corporate share capital within the limits of the authorised share capital to an amount of up to twenty million euro (EUR 20,000,000.00) for a period of five (5) years from the date of the publication of the deed of the EGM.

9. Decision to approve the report of the Board of Directors pursuant to article 32-3 (5) of the law of 10 August 1915 on commercial companies, as amended (the "Law"), relating to the possibility of the Board of Directors to cancel or limit any preferential subscription rights of the shareholders in relation to an increase of the share capital made within the authorised capital of the Company.

10. Decision to grant to the Board of Directors as referred to in article 32-3 (5) of the Law all powers to carry out capital increases within the framework of the authorised capital and to cancel or limit any preferential subscription rights of the shareholders of the Company on the issue of new shares.

11. Decision to fully restate the articles of association of the Company.

Shareholders may refer to the draft articles of association of the Company available on the Company's website under https://www.aroundtownholdings.com/extraordinary-general-meeting.html.

12. Acknowledgement of the resignations of Mr Reshef Ish-Gur and of Ms Elena Koushos as directors of the Company and granting of discharge.

13. Renewal of the mandate of Ms Jelena Afxentiou, Mr Andrew Wallis, Mr Oschrie Massatschi as directors of the Company, renewal of the mandate of Mr Markus Leininger as independent director of the Company, appointment of Mr Markus Kreuter and Mr Axel Froese as independent directors of the Company and appointment of Mr Frank Roseen as new director of the Company, with all directors' mandates expiring on the date of the annual general meeting of shareholders to be held in 2018.

14. Decision to appoint KPMG Luxembourg, société cooperative, having its registered office at 39, Avenue John F. Kennedy, L-1855 Luxembourg as approved independent auditor (cabinet de revision agréé) whose mandate will automatically expire on the date of the annual general meeting of the shareholders of the Company to be held in 2018 and to accept the resignation of the previous auditor, KPMG Limited, Millenium Lion House, 1 G. Aradippou Str., 6016, Larnaca, Cyprus, with immediate effect.

15. Decision to renew and expand the authorisation of the Board of Directors to issue up to eight million and five hundred thousand (8,500,000) shares with a nominal value of one cent (EUR 0.01) each under the authorized share capital pursuant to article 7 of the restated articles of association of the Company, to be paid up either (i) by incorporation of profits or reserves into capital without further approval of the general meeting of shareholders in connection with a share option programme for salaried staff members and/or directors of the Company or Connected Companies in accordance with article 32-3 (5bis) of the law of 10 August 1915 on commercial companies, as amended or (ii) in cash or by contribution in kind in case of other management incentive schemes or share option agreements, the terms and conditions of which shall be determined by the Board of Directors.

16. Power of attorney to GSK Luxembourg S.A. and Koushos Korfiotis Papacharalambous LLC.

ENTITLEMENT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING

In order to be able to attend and vote at the EGM, a copy of the duly completed, dated and signed Attendance and Proxy Form (as defined below) must be timely submitted:

(i) by e-mail to [email protected] or by postal services to 54B Artemidos Avenue & Nikou Demetriou Corner Scanner Avenue Tower, 4th floor, 6027, Larnaca, Cyprus; and
(ii) to BNP Paribas Securities Services, via the usual procedures of Euroclear and Clearstream.

Shareholders may confirm that the documents as mentioned above have been successfully received by the Company by calling 00357 24 201312 between 9.00 a.m. and 6 p.m. (local time) on business days.

The right to participate in and vote at the EGM is granted only to persons:

(i) who are Shareholders of the Company as at the Record Date, i.e., as at 30 August 2017 at midnight 12.00 p.m. (CET), and appearing as Shareholders as at the Record Date in the records of Euroclear and/or Clearstream, as the case may be;

(ii) who have timely delivered and submitted the completed Attendance and Proxy Form at the latest until 11 September 2017 at 9.30 a.m. CET; and

(iii) who bring proof of their identity (valid passport or identity card) to the EGM.

ATTENDANCE AND REGISTRATION PROCEDURES

1. The General Meeting shall not validly deliberate unless at least one half of the Company's share capital is present or represented. If this condition is satisfied, the resolutions may be adopted only by a majority of at least two thirds of the votes cast.

2. Each Shareholder (physical or legal) as appearing in the records of the Company and as reflected in the records of Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium ("Euroclear") or Clearstream Banking SA, 42, Avenue John F. Kennedy, L-1855 Luxembourg, Luxembourg ("Clearstream") as at the Record Date (as defined below) will be considered to be a Shareholder and will be entitled to participate and vote in the General Meeting, either in person or via a proxy representative provided that the attendance and registration procedures as set out in this section are met. Each ordinary share is entitled to one vote.

3. Only Shareholders who were holders of record shares on the fourteenth (14^th) day prior to the EGM, i.e., on 30 August 2017 at midnight 12.00 p.m. (CET) (the "Record Date") can register for, participate in and vote at the EGM, provided that the attendance and registration procedures as set out in this section are met. Any shareholder having become owner of the shares after the Record Date has no right to vote at the EGM. The Record Date has been set by the Company in accordance with Luxembourg laws, as the EGM will be held in Luxembourg in front of a Luxembourg notary and in accordance with the shareholders' resolutions adopted at the Cyprus EGM. At the Cyprus EGM, the shareholders of the Company resolved that the Company shall migrate from Cyprus to Luxembourg under the condition precedent that the Registrar's Consent will be obtained. Having obtained the Registrar's Consent on 26 July 2017, the Company considers the condition precedent to be fulfilled. As a consequence, the Company considers the application of Luxembourg laws in connection with the convening and holding of the EGM, as far as such laws differ from Cyprus laws, as being in line with the shareholders' resolutions adopted at the Cyprus EGM on 7 April 2017 and in the best interest of the Company's shareholders.

4. Electronic means of communication shall not be used for the participation and voting at this EGM of the Shareholders. The Shareholders must attend the General Meeting in person or via a proxy representative, at the place where the meeting will be held.

5. The Shareholders who are not able to attend the EGM in person may appoint a proxyholder who can be a third party (such third party does not need to be a Shareholder of the Company). If a Shareholder owns shares of the Company which are held in more than one investor share code, then the Shareholder may appoint separate proxyholders for the shares appearing in each investor share code. Shareholders who appoint a person as a proxy to vote on their behalf, but wish to specify how their votes be cast, should indicate accordingly in the relevant boxes on the Attendance and Proxy Form (as defined below). A proxy holder holding proxies from several Shareholders may cast votes differently for each Shareholder.

6. The Shareholders who plan to attend the EGM in person or by appointing a proxy representative shall duly complete and sign the attendance and proxy form, available on the Company's website at https://www.aroundtownholdings.com/extraordinary-general-meeting.html (the "Attendance and Proxy Form").
At the latest until 11 September 2017 at 9.30 a.m. CET (the "Cut-Off Time"), the dated and signed Attendance and Proxy Form shall be:

(i) delivered by e-mail to [email protected] or by postal services to 54B Artemidos Avenue & Nikou Demetriou Corner Scanner Avenue Tower, 4th floor, 6027, Larnaca, Cyprus; and
(ii) submitted to BNP Paribas Securities Services ("BNP"), via the usual procedures of Euroclear and Clearstream.

In addition, the Shareholders who plan to attend the EGM in person or by appointing a proxy representative shall provide at the latest until the Cut-Off Time satisfactory proof of the Shareholder's shareholding either by e-mail to [email protected] or by postal services to 54B Artemidos Avenue & Nikou Demetriou Corner Scanner Avenue Tower, 4th floor, 6027, Larnaca, Cyprus. Satisfactory proof shall be either a document issued by the bank or the professional securities' depository or the financial institution where the shares are held on deposit, which indicates the Shareholder's name and the number of shares held by that Shareholder as at the Record Date (the "Record Date Confirmation").

7. Additional information for Shareholders holding their shares through a commercial bank, securities broker, custodian or other qualified intermediary (each an "Intermediary"):

7.1. The Shareholders holding their shares through an Intermediary must instruct and/or ensure that the Intermediary delivers the Proxy and Attendance Form to BNP and to the Company in accordance with this section at the latest until the Cut-Off Time.

7.2. The Shareholders whose shares are registered in the name of an Intermediary, are advised to check with their Intermediary whether such Intermediary applies different deadlines for any of the events specified above, and then to adhere to such deadlines if such deadlines are prior to the Cut-Off Time;

7.3. The Shareholders who have their shares registered in the name of an Intermediary and intend to participate in the EGM, shall be deemed to have given authority to Euroclear or Clearstream, Luxembourg and/or to Euroclear France to disclose their identity to the Company and to BNP upon the submission of the relevant Proxy and Attendance Form.

8. A legal entity which is a Shareholder may by resolution of its directors or other governing body appoint such person as it thinks fit to act as its representative at the EGM or any adjournment thereof and the person so authorized shall be entitled to exercise the same powers on behalf of the legal entity which he represents as that corporation could exercise if it were an individual member of the Company. The Attendance and Proxy Form must be executed by the person appointing the proxy or on that person's behalf, by an officer (if it is a corporation), agent or attorney, duly authorised in writing.

VOTING PROCEDURES AT THE GENERAL MEETING

1. At the date of convening of the EGM, the Company's subscribed share capital equals to EUR 8,723,102.38 and it is divided into 872,310,238 shares having a par value of EUR 0.01 each, all of which are fully paid up. Each share is entitled to one vote.

2. The proposed resolutions at the EGM will be decided by way of a poll. The resolutions proposed at a general meeting would ordinarily be voted on a show of hands. However, the chairman of the EGM can require the resolutions to be put to a poll so that Shareholders' views can be carefully recorded.

3. The resolutions may be adopted only by a majority of at least two thirds of the votes cast and only if one half of the Company's share capital is present or represented.

4. In the event that a shareholder does not vote on a particular resolution, then it is considered as an abstention (it is not calculated) for counting the votes for the specific resolution.

MINORITY RIGHTS AT THE GENERAL MEETING

1. One or more shareholders holding together at least 5% of the issued share capital of the Company, representing at least 5% of the total voting rights of all shareholders entitled to vote at the meeting, have the right to put items on the agenda of the EGM and/or to table draft resolutions for items included or to be included on the agenda of the EGM. Any such request must:

• be received by the Company before 22 August 2017;
• be made in writing and sent by e-mail to [email protected] or by postal services to Aroundtown Property Holdings Plc, 54B Artemidos & Nikou Demetriou Scanner Avenue Tower, 6027 Larnaca, Cyprus;
• be accompanied by a justification or a draft resolution to be adopted at the EGM;
• include the name of a contact person and a postal address or e-mail address at which the Company can confirm receipt within 48 hours; and
• be followed by a Record Date Confirmation (as defined above under Attendance and Registration Procedures), proving that the requesting shareholder is a shareholder of the Company on the Record Date (as defined above under Attendance and Registration Procedures) holding alone or together with other requesting shareholders at least 5% of the issued share capital of the Company.

2. Shareholders and/or their proxies have a right to ask questions related to items on the agenda and to receive answers to those questions by the Board of Directors of the Company, subject to any reasonable measures that the Company may take in order to ensure the identity of the Shareholders.

The Company may provide one overall answer to questions having the same content.

Before the EGM, Shareholders may submit questions made in writing and sent by e-mail to [email protected] or by postal services to Aroundtown Property Holdings Plc, 54B Artemidos & Nikou Demetriou Scanner Avenue Tower, 6027 Larnaca, Cyprus. Any such question must be received by the Company not later than on 8 September 2017 and be accompanied by sufficient proof that the requesting shareholder is a shareholder of the Company on the Record Date (as defined above under Attendance and Registration Procedures).

OTHER INFORMATION AND AVAILABLE DOCUMENTS
 

The following documents/information will be available at the registered office of the Company, Aroundtown Property Holdings Plc, 54B Artemidos & Nikou Demetriou Scanner Avenue Tower, 6027 Larnaca, Cyprus, and the Company's website at https://www.aroundtownholdings.com/extraordinary-general-meeting.html:

i) the convening notice of the EGM of the Shareholders of the Company, including the draft resolutions proposed by the Board of Directors;

ii) the draft Articles of Association to be adopted at the EGM;

iii) the total number of shares and voting rights as at the date of the present convening notice;

iv) a copy of the Attendance and Proxy Form (as defined above under Attendance and Registration Procedures).

v) the list of the directors and the independent auditor;

vi) the Board of Directors report pursuant to article 32-3 (5) of the law of 10 August 1915 on commercial companies, as amended; and

vii) the preliminary agreed-upon procedures report of KPMG Luxembourg, société cooperative, in relation to the net assets of the Company, which shall be replaced with an updated final report on or about 13 September 2017.

Dated: 9 August 2017

By the order of the Board of Directors

Cleo Koushos-Cros for
KKLAW SECRETARIAL LIMITED
Secretary