Shareholders are advised that NEPI through its subsidiaries has concluded agreements for the acquisition of all the issued shares in and shareholders' claims against MTI and MTP from MTInv Holding BV and Mr. Ovidiu Sandor (collectively, "the Sellers") ("the Transaction"). Shareholders are further advised that NEPI has through another subsidiary, NE Property Cooperatief UA ("NEPI Coop"), concluded an agreement for the forward acquisition of all the issued shares in and shareholders` claims against MTBF from the Sellers ("the Forward Transaction"). MTP and MTI own three adjoining office buildings (collectively, "the properties" or "City Business Centre") of some 27,150 square metres located in the centre of Timisoara, Romania, while MTBF owns land on which two further adjoining office blocks of some 20,000 square metres are in the process of being developed (collectively, "the development properties"), also located in Timisoara. Timisoara is the fourth largest city in Romania with a population in excess of 315,000 and is home to a growing back-office activities-and-services market that offers a skilled labour force, low costs and proximity to Western Europe. Tenants in the properties include Alcatel, Deloitte, IBM, Microsoft, PWC, Raiffeisen Bank and Unicredit. A number of international tenants, including Autoliv and SAP, have indicated interest in the development properties. As indicated in the financial effects set out below, it is expected that the acquisition of the properties and the development properties will contribute to the growth in distributable earnings for NEPI shareholders. The effective date of the Transaction is 1 January 2012 ("the Effective Date"). The acquisition agreement in respect of the Forward Transaction is binding on the date of transfer of the shares in MTI and MTP. However, delivery of the shares in MTBF only occurs on a date six months after the last development building has been completed ("Completion Date"), expected to be no later than 30 September 2014, subject to fulfilment of the conditions precedent set out below. The aggregate purchase price for the shares in and shareholders` claims against MTI and MTP is an amount of approximately EUR16.55 million ("the Estimated Transaction Purchase Price"), which will be funded through the proceeds of a vendor consideration placing in terms of which 5,518,057 new ordinary NEPI shares will be issued and placed at EUR3.00 per share ("the Vendor Placing"). The acquisition agreement for MTI and the acquisition agreement for MTP are inter-conditional. The final purchase price in relation to the Transaction ("the Transaction Price") will be determined formulaically in terms of the acquisition agreements taking into account the current net operating incomes of the properties, the outstanding loan balances with third party financiers, the present values of the rent free periods and tenant installations, the financial statements of MTI and MTP as at the Effective Date and the additional incomes to be contracted within the 24 month period from the Effective Date. In so far as there is a difference between the Transaction Price and the Estimated Transaction Purchase Price, adjustment amounts will be paid between the Purchasers and the Sellers, in four semi-annual installments over the course of the above mentioned 24 month period. The final purchase price in relation to the Forward Transaction ("the Forward Transaction Price") will be determined formulaically in terms of the acquisition agreement taking into account the net operating incomes of the development properties as at the Completion Date and the financial statements of MTBF as at the Completion Date, as well as the additional net operating incomes to be contracted within the development properties in the 12 months following the Completion Date, subject to a maximum Forward Transaction Price of EUR46 million. The acquisition agreements for the Transaction and the Forward Transaction contain warranties typical for acquisitions of this nature. The Transaction is not subject to any outstanding conditions precedent and is expected to complete before 1 March 2012. The Forward Transaction is subject to fulfilment of the following conditions precedent: *the development buildings being constructed and completed in accordance with Romanian regulations and the development properties being constructed and completed in compliance with technical specifications set out in the Forward Transaction acquisition agreement, including all utilities serving the development properties being in place and operational as attested to by a technical advisor; *all approvals such as permits, authorities, consents, licenses and the like, being obtained; *MTBF obtaining confirmation from all the contractors having contracts exceeding EUR500,000 (per development property), that there are no outstanding amounts owed to them by MTBF, or MTBF providing proof of full payments of the amounts due under such contracts; *the contractors having delivered financial guarantees in relation to quality and defects of works, for at least 5% of contract value; *the loans received by MTBF from its shareholders and the project finance for the development of the development properties meet the requirements specified in the Forward Transaction acquisition agreement; *the Banca Comerciala Romana S.A. letter of guarantee having been terminated; and *the Sellers notifying the Purchasers that the completion warranties relating to the shareholders` title of the shares in MTBF and MTBF`s title over the development properties are valid, correct, true and accurate.