RECOMMENDED CASH OFFER FOR HIBERNIA REIT PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE IRISH TAKEOVER RULES

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

25 March 2022

RECOMMENDED CASH OFFER

FOR

HIBERNIA REIT PLC

BY

BENEDICT REAL ESTATE BIDCO LIMITED

A SUBSIDIARY OF ONE OF BROOKFIELD'S REAL ESTATE PRIVATE FUNDS

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

Summary

· Benedict Real Estate Bidco Limited ("Bidco"), a subsidiary of one of Brookfield's real estate private funds, and Hibernia REIT plc ("Hibernia REIT" or the "Company") are pleased to announce that they have reached agreement on the terms of a cash offer by Bidco which has been unanimously recommended by the Hibernia REIT Board, pursuant to which Bidco will acquire the entire issued and to be issued share capital of Hibernia REIT.

· Under the terms of the Acquisition, Hibernia REIT Shareholders will be entitled to receive:

for each Hibernia REIT Share €1.634 in cash,

which is comprised of the following components:

o €1.60 per Hibernia REIT Share (the "Offer Price"); and

o 3.4 cent dividend per Hibernia REIT Share (the "Dividend"),

in the case of the Offer Price, payable to all Hibernia REIT Shareholders on the register of members of Hibernia REIT at the Scheme Record Date, and in the case of the Dividend, payable to all Hibernia REIT Shareholders on the register of members of Hibernia REIT at the Dividend Record Date.

· The Acquisition, including the Dividend, values the entire issued and to be issued share capital of Hibernia REIT at approximately €1.089 billion on a fully diluted basis.

· The Offer Price, excluding the Dividend, represents a 35.6% premium to Hibernia REIT's undisturbed Closing Price of €1.180 on 24 March 2022 (being the last Business Day prior to the publication of this Announcement);

· The Acquisition, including the Dividend, represents a:

o 33.9% premium to Hibernia REIT's volume weighted average share price of approximately €1.221 over the 3 month period ending on 24 March 2022;

o 34.4% premium to Hibernia REIT's volume weighted average share price of approximately €1.216 over the 12 month period ending on 24 March 2022;

o 3.0% premium to Hibernia REIT's EPRA NTA per Hibernia REIT Share as at 31 December 2021 of 158.7 cent, based on the independent valuation of Hibernia REIT's assets by the Valuer as at 31 December 2021 and taking into account the Directors' current estimates of expected latent tax and debt breakage costs for Bidco; and

o 5.7% discount to Hibernia REIT's EPRA NTA per Hibernia REIT Share as at 31 December 2021 of 173.2 cent, based on the independent valuation of Hibernia REIT's assets by the Valuer as at 31 December 2021.

· Commenting on the Acquisition, Brad Hyler, Managing Partner and Head of European Real Estate at Brookfield, said:

"We have built a strong relationship with Hibernia REIT's management team and are excited to partner with them in the next phase of the Company's development by combining Brookfield's global real estate expertise with Hibernia REIT's established operating platform and portfolio of high-quality standing and development assets in Dublin's most strategic submarkets. We look forward to supporting Hibernia REIT as they continue to create value by capturing demand from top global tenants for modern, sustainable buildings with best-in-class amenities and wellness credentials in prime locations."

· Commenting on the Acquisition, Danny Kitchen, Chair of Hibernia REIT, said:

"Despite significant progress against its strategic objectives and a track record of successfully recycling capital into value accretive opportunities, Hibernia REIT has traded at a persistent discount to its prevailing EPRA NTA per share. The Acquisition recognises the Company's prospects and the quality of its portfolio of assets and delivers an acceleration of the value we expect to be created from completion of Hibernia REIT's major office development projects. The Acquisition allows Hibernia REIT shareholders to realise the value of their investment in Hibernia REIT in cash at a significant premium to Hibernia REIT's prevailing share price and a premium to its EPRA NTA per share at 31 December 2021, when taking account of the Directors' current estimates of expected latent tax and debt breakage costs for Bidco."

· The financial terms of the Acquisition are final and will not be increased, except that Bidco reserves the right to revise the financial terms of the Acquisition if Hibernia REIT receives a Hibernia REIT Alternative Proposal, a Hibernia REIT Superior Proposal or if there is an announcement on or after the date of this Announcement of an offer or a possible offer for Hibernia REIT by a third party offeror or potential offeror.

· It is intended that the Acquisition will be implemented by means of a High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (or, if Bidco elects, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, a Takeover Offer).

· The Acquisition is conditional on, among other things (i) the approval by Hibernia REIT Shareholders of the Scheme Meeting Resolution and the EGM Resolutions; (ii) the sanction of the Scheme and the confirmation of the Reduction of Capital by the High Court; and (iii) receipt of any necessary regulatory or other approvals.

· Having taken into account the relevant factors and applicable risks, the Hibernia REIT Board, which has been so advised by Credit Suisse and Goodbody as joint financial advisers, and Goodbody as sole Rule 3 adviser to the Hibernia REIT Board, as to the financial terms of the Acquisition, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Hibernia REIT Board, Credit Suisse and Goodbody have taken into account the commercial assessments of the Hibernia REIT Directors. Accordingly, the Hibernia REIT Board unanimously recommends that Hibernia REIT Shareholders vote in favour of the Acquisition and all of the Resolutions, as they have irrevocably committed to do in respect of their own beneficial holdings of, in aggregate, 9,069,791 Hibernia REIT Shares which represent approximately 1.37% of the issued share capital of Hibernia REIT as of 24 March 2022 (being the latest practicable date prior to the publication of this Announcement).

· The Scheme Document, which will contain, amongst other things, further information about the Acquisition, notices convening the Scheme Meeting and the Extraordinary General Meeting, the expected timetable for completion and action to be taken by Hibernia REIT Shareholders, will be published as soon as practicable. It is anticipated that the Scheme will, subject to obtaining the necessary regulatory approvals, be declared effective in late Q2 2022.

About Bidco and Brookfield

Bidco is a newly incorporated Irish company established for the purpose of undertaking the Acquisition. Bidco is a subsidiary of one of Brookfield's real estate private funds.

Brookfield Asset Management ("Brookfield") is a leading global alternative asset manager with approximately US$690 billion of assets under management across real estate, infrastructure, renewable power and transition, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy.

Brookfield is one of the world's largest owners and operators of real estate with over $250 billion of real estate assets globally, and an office portfolio of approximately 200 million square feet worldwide. In Europe, Brookfield's real estate business comprises approximately $50 billion of assets across office, student housing, logistics, life sciences, residential, retail and hospitality.

About Hibernia REIT

Hibernia REIT is an Irish Real Estate Investment Trust ("REIT"), listed on Euronext Dublin and the London Stock Exchange. Hibernia REIT owns and develops property and specialises in Dublin city centre offices. Its business model is to deliver income and capital growth for its shareholders through asset management, development activity and capital recycling, while using modest levels of financial leverage. Asset clustering and ESG excellence are two strategic priorities for Hibernia REIT. 

This summary should be read in conjunction with the full text of the following Announcement and its appendices.

The Conditions to, and certain further terms of, the Acquisition are set out in Appendix I to this Announcement and the Acquisition is subject to further terms to be set out in the Scheme Document. Certain terms used in this Announcement are defined in Appendix II to this Announcement. Appendix III to this Announcement contains certain sources of information and bases of calculation contained in this Announcement. Appendix IV to this Announcement contains the opinion of Hibernia REIT's independent valuer in respect of certain asset valuations given in this Announcement.

This Announcement contains inside information and has been issued pursuant to Article 2.1(b) of Commission Implementing Regulation (EU) 2016/1055 and pursuant to the UK Market Abuse Regulation. The date and time of this Announcement is the same date and time that it has been communicated to the media. The person responsible for arranging the release of this Announcement on behalf of Hibernia REIT is Sean O'Dwyer, Company Secretary of Hibernia REIT.

Goldman Sachs, J.P. Morgan Cazenove and Société Générale Group are also acting as financial advisers to Bidco.

Statements required by the Irish Takeover Rules

The Bidco Directors accept responsibility for the information contained in this Announcement other than that relating to Hibernia REIT, the Hibernia REIT Group, and the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Bidco Directors (who, in each case, have taken all reasonable care to ensure that this is the case) the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Hibernia REIT Directors accept responsibility for the information contained in this Announcement relating to Hibernia REIT, the Hibernia REIT Group and the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them and recommendation and related opinions of the Hibernia REIT Board. To the best of the knowledge and belief of the Hibernia REIT Directors (who, in each case, have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse International ("Credit Suisse") which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Goodbody Stockbrokers UC ("Goodbody"), which in Ireland is regulated by the Central Bank of Ireland and in the UK is authorised and subject to limited regulation by the Financial Conduct Authority, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the content of this Announcement or any matter referred to herein.

Eastdil Secured International Limited ("Eastdil Secured"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser for Bidco and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Eastdil Secured, or for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to herein. Neither Eastdil Secured nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Eastdil Secured in connection with the Acquisition, this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Goldman Sachs International ("Goldman Sachs") which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the Acquisition or any transaction or arrangement referred to in this announcement. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with the Acquisition or any transaction or arrangement referred to in this announcement 

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any matter or arrangement referred to herein.

Société Générale which is a French credit institution (bank), authorised and supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR) (the French Prudential Control and Resolution Authority) and regulated by the Autorité des marchés financiers (the French financial markets regulator) is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Société Générale Group, nor for providing advice in connection with the Acquisition or any transaction or arrangement referred to herein.

Kirkland & Ellis LLP and Arthur Cox LLP are acting as legal advisers to Brookfield and Bidco. A&L Goodbody LLP is acting as legal adviser to Hibernia REIT.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules, the UK Market Abuse Regulation and the FCA's Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland or, to the extent applicable, the UK.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement contains certain forward-looking statements with respect to Brookfield, Bidco and Hibernia REIT. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Bidco Group or the Hibernia REIT Group; and (iii) the effects of government regulation on the business of the Bidco Group or the Hibernia REIT Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Brookfield, Bidco or Hibernia REIT or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Brookfield, Bidco nor Hibernia REIT undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Irish Takeover Rules

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Hibernia REIT, all 'dealings' in any 'relevant securities' of Hibernia REIT (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3.30 pm (Irish time) on the 'business day' in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Hibernia REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Hibernia REIT by Bidco, by any party Acting in Concert with Bidco, or by any party Acting in Concert with Hibernia REIT must also be disclosed by no later than 12:00 noon (Irish time) on the business day in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie. 

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

No profit forecast or merger benefit statement

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share, for Bidco or Hibernia REIT, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or Hibernia REIT, respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the Acquisition.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Hibernia REIT (other than any Hibernia REIT Shares beneficially owned by Bidco (if any)) as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement.

Publication on website

Pursuant to Rules 2.6(c) and 19.9 of the Irish Takeover Rules, this Announcement will be made available (including to Bidco's employees) on Bidco's website (www.benedict-offer.com) and on Hibernia REIT's website (www.hiberniareit.com) by no later than 12:00 noon (Irish time) on the Business Day following this Announcement.

Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Valuations

As at 31 December 2021, Hibernia REIT's property portfolio was independently valued (within the meaning of Rule 29.1(a) of the Irish Takeover Rules) at approximately €1.327 billion. The Valuation Report of the Valuer required in accordance with Rule 29 of the Irish Takeover Rules in connection with this valuation is included at Appendix IV of this Announcement.

 The Valuer has:

· given and not withdrawn its written consent to the inclusion of its name and of its Property Valuation Report in this Announcement in the form and context in which they appear; and

· confirmed that an updated valuation as at the date of this Announcement would not be materially different to the valuation as at 31 December 2021 contained within its Property Valuation Report.

The Valuer accepts responsibility for the information contained in its Property Valuation Report attached at Appendix IV only and, to the best of its knowledge, such information is in accordance with the facts. With the exception of the Property Valuation Report (and subject to the terms on which the Property Valuation Report was issued), the Valuer does not accept any liability in relation to the information contained in this Announcement or any other information provided by the Company or any representative or agent of the Company related to this Announcement. The Property Valuation Report refers to the position at the date it was originally issued and the Valuer has not taken any action to update the Property Valuation Report. To the extent that any summary or part of the Property Valuation Report is included in this Announcement, such summaries or extracts should be considered in conjunction with the entire Property Valuation Report.

In accordance with Rule 29.3 of the Irish Takeover Rules, if the Properties were to be sold at the values stated, the Hibernia REIT Directors estimate that the potential tax liability that would arise would be approximately €8 million. If the Properties were sold by Hibernia REIT at the date of this Announcement, the Hibernia REIT Directors consider it likely that this liability would arise; however, the Hibernia REIT Directors have no current intention to sell the Properties. Under this scenario, it is assumed that Hibernia REIT continues to be a REIT and that any reserves created on disposal of the Properties are reinvested by Hibernia REIT in new properties or distributed by Hibernia REIT to its shareholders in line with the requirements of the REIT rules.

For the avoidance of doubt, the proposed Acquisition of Hibernia REIT by way of the Scheme will not constitute a sale of the individual Properties but rather will constitute the acquisition of the entire issued and to be issued share capital of Hibernia REIT by Bidco. The proposed Acquisition will result in Hibernia REIT ceasing to constitute a REIT for the purposes of Part 25A of the Taxes Consolidation Act 1997 and upon such cessation, approximately €4 million of tax may arise. On ceasing to be a REIT, the Hibernia REIT Group will continue to hold the Properties and there is no deemed disposal for tax purposes. However, if the Properties were to be sold following the Acquisition at the values stated, the Hibernia REIT Directors estimate that the potential tax liability that would arise for the Hibernia REIT Group would be approximately €76 million. The Consideration payable to Hibernia REIT Shareholders under the terms of the Acquisition will not be further adjusted to account for any such tax payable by the Hibernia REIT Group.

General

The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.

The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Bidco and Hibernia REIT disclaim any responsibility or liability for the violations of any such restrictions by any person.

Notice to US Shareholders in Hibernia REIT

The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934, as amended, (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions provided thereunder.

It may be difficult for US holders of Hibernia REIT Shares to enforce any rights and/or any claim arising out of the US federal laws, since Bidco and Hibernia REIT are organised and located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Hibernia REIT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US Hibernia REIT Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Hibernia REIT Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Irish Takeover Rules and normal Irish and UK market practice, Credit Suisse and its respective affiliates and Goodbody and its respective affiliates, may continue to act as exempt principal traders or exempt market makers in Hibernia REIT Shares on the London Stock Exchange and on Euronext Dublin and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. In addition, in compliance with the Irish Takeover Rules and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain Affiliates or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Hibernia REIT securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b) under the US Exchange Act, such purchases, or arrangements to purchase, must comply with Irish law, the Irish Takeover Rules and the Listing Rules. Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via a Regulatory Information Service on the Euronext Dublin or London Stock Exchange's websites, www.euronext.com or www.londonstockexchange.com.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.5 OF THE IRISH TAKEOVER RULES

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

25 March 2022

RECOMMENDED CASH OFFER

FOR

HIBERNIA REIT PLC

BY

BENEDICT REAL ESTATE BIDCO LIMITED

A SUBSIDIARY OF

ONE OF BROOKFIELD'S REAL ESTATE PRIVATE FUNDS

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE COMPANIES ACT 2014

1. Introduction

The Board of Directors of Bidco and Hibernia REIT are pleased to announce that they have reached agreement on the terms of a cash offer which has been unanimously recommended by the Hibernia REIT Board, pursuant to which Bidco, a subsidiary of one of Brookfield's real estate private funds, will acquire the entire issued and to be issued share capital of Hibernia REIT, which will be implemented by means of a scheme of arrangement under Chapter 1 of Part 9 of the Act.

2. Summary Terms of the Acquisition

The Acquisition is subject to the Conditions set out in Appendix I to this Announcement and to be set out in the Scheme Document.

· Under the terms of the Acquisition, Hibernia REIT Shareholders will be entitled to receive:

for each Hibernia REIT Share €1.634 in cash,

which is comprised of the following components:

o €1.60 per Hibernia REIT Share (the "Offer Price"); and

o 3.4 cent dividend per Hibernia REIT Share (the "Dividend"),

in the case of the Offer Price, payable to all Hibernia REIT Shareholders on the register of members of Hibernia REIT at the Scheme Record Date, and in the case of the Dividend, payable to all Hibernia REIT Shareholders on the register of members of Hibernia REIT at the Dividend Record Date.

The Acquisition, including the Dividend, values the entire issued and to be issued share capital of Hibernia REIT at approximately €1.089 billion on a fully diluted basis.

· The Offer Price, excluding the Dividend, represents a 35.6% premium to Hibernia REIT's undisturbed Closing Price of €1.180 on 24 March 2022 (being the last Business Day prior to the publication of this Announcement);

· The Acquisition, including the Dividend, represents a:

o 33.9% premium to Hibernia REIT's volume weighted average share price of approximately €1.221 over the 3 month period ending on 24 March 2022;

o 34.4% premium to Hibernia REIT's volume weighted average share price of approximately €1.216 over the 12 month period ending on 24 March 2022;

o 3.0% premium to Hibernia REIT's EPRA NTA per Hibernia REIT Share as at 31 December 2021 of 158.7 cent, based on the independent valuation of Hibernia REIT's assets by the Valuer as at 31 December 2021 and taking into account the Directors' current estimates of expected latent tax and debt breakage costs for Bidco; and

o 5.7% discount to Hibernia REIT's EPRA NTA per Hibernia REIT Share as at 31 December 2021 of 173.2 cent, based on the independent valuation of Hibernia REIT's assets by the Valuer as at 31 December 2021.

Under the terms of the Scheme proposed to implement the Acquisition, in consideration of these payments, Hibernia REIT Shares will be cancelled and Hibernia REIT will issue the Excluded Scheme Share to Bidco. The Consideration payable by Bidco under the Acquisition will not be reduced by the amount of the Dividend.

The financial terms of the Acquisition are final and will not be increased, except that Bidco reserves the right to revise the financial terms of the Acquisition if Hibernia REIT receives a Hibernia REIT Alternative Proposal, or a Hibernia REIT Superior Proposal or if there is an announcement on or after the date of this Announcement of an offer or a possible offer for Hibernia REIT by a third party offeror or potential offeror.

The sources and bases of information contained in this Announcement to calculate the implied value of the Acquisition are set out in Appendix III.

3. Hibernia REIT Background to and Reasons for Recommending the Acquisition

Since raising €385 million at IPO in December 2013 (€372 million net of costs) and a further €300 million in November 2014 (€286 million net of costs), Hibernia REIT has built an attractive property portfolio, primarily consisting of Dublin city centre offices. The portfolio is valued at approximately €1.327 billion at 31 December 2021, and has an aggregate annual contracted rent roll at 24 March 2022 of approximately €56 million (approximately €67 million including the Harcourt Square pre-let). Since its maiden results as at March 2014, the Company has grown EPRA NTA per share from 96.4 cent to 173.2 cent at December 2021 and has returned an aggregate €208 million of capital (31.2 cent per share based on the current issued shares) to Hibernia REIT shareholders through dividends and share buybacks. Over the same time period the total property return generated by Hibernia REIT is 149%, versus the MSCI Ireland Index All Assets (ex-Hibernia REIT) return of 128%.

This growth been driven by a combination of accretive acquisitions and value-enhancing development activity, supported by Dublin's success in attracting foreign direct investment and its favourable demographics. Hibernia REIT's strategy of owning and developing the best office buildings in prime locations in Dublin continues to attract high calibre tenants, as evidenced by the Company's industry-leading rent collection rates throughout the COVID-19 pandemic. Hibernia REIT is focused on two key strategic priorities: asset clustering and ESG excellence, with recent achievements including the pre-let of the majority of Harcourt Square to KPMG, the completion of the development of 2 Cumberland Place and 50 City Quay and the sales of Dockland Central and the Forum at prices in-line or ahead of carrying value.

Despite significant progress against its strategic objectives, a track record of successfully recycling capital into accretive opportunities and low levels of financial leverage (loan-to-value ratio of 11.2% at 31 December 2021), Hibernia REIT's share price has consistently traded at a discount to its prevailing EPRA NTA per share:

· 29.4% average discount to EPRA NTA per share over the last 3 months;

· 28.5% average discount to EPRA NTA per share over the last 1 year;

· 28.6% average discount to EPRA NTA per share over the last 3 years; and

· 20.9% average discount to EPRA NTA per share over the last 5 years.

In the Board's opinion, this discount has persisted for a number of reasons including:

· The volatility of the Irish commercial property market in previous economic cycles;

· Low levels of liquidity in the Company's shares relative to the wider UK and European peer group;

· The relatively long-dated nature of expected gains from future development projects, in particular Harcourt Square and Clanwilliam, which are not expected to complete until 2025-2026;

· Expected pressure on the Company's earnings in the near-term while income generating assets are redeveloped;

· Changes to the Irish REIT taxation regime introduced in 2019 and increases in the rate of stamp duty on commercial real estate transactions in Ireland since 2017; and

· Uncertainty over future office demand as tenants assess their working practices and space requirements following the COVID-19 pandemic.

The proposed Acquisition of Hibernia REIT by Bidco follows the receipt of a number of proposals from Brookfield and extensive negotiations. In recommending the Acquisition at an aggregate value (comprising the Offer Price and the Dividend) to Hibernia REIT Shareholders of €1.634 per share, the Hibernia REIT Board has considered the following:

· The Acquisition allows Hibernia REIT Shareholders to realise their full investment in Hibernia REIT for cash at an attractive valuation, which recognises the Company's prospects and the quality of its portfolio of assets;

· Any alternative routes to realise the value of the portfolio in the near term, including the disposal of all assets and the subsequent distribution of all available profits to shareholders, would result in significant execution risk and the Directors believe the tax that would arise would result in net value realisation for shareholders no better than that provided by the Acquisition;

· The Acquisition consideration delivers an acceleration of the value expected to be created from completion of Hibernia REIT's major office development projects;

· The certainty provided to Hibernia REIT Shareholders by delivering upfront in cash the inherent value of the Company;

· Other initiatives undertaken by the Company, including share buybacks, the disposal of assets at or above carrying value and the pre-letting of the majority of Harcourt Square to KPMG, have not had a discernible effect on the share price and the Company's ability to execute share buybacks or property disposals in meaningful size is limited by the restrictions of the Irish REIT regime;

· The aggregate value (comprising the Offer Price and the Dividend) to Hibernia REIT Shareholders of €1.634 per share represents:

o a 38.5% premium to the undisturbed Closing Price of €1.180 per share on 24 March 2022, being the last Business Day prior to this Announcement;

o a 33.9% premium to the volume weighted average share price of approximately €1.221 per share over the 3 month period ending on 24 March 2022;

o a 34.4% premium to the volume weighted average share price of approximately €1.216 per share over the 12 month period ending on 24 March 2022;

o a premium of 3.0% to the EPRA NTA per share at 31 December 2021 of 158.7 cent, when taking into account the Directors' current estimates of expected latent tax and debt breakage costs for Brookfield; and

o a discount of 5.7% to the EPRA NTA per share at 31 December 2021 of 173.2 cent, based on the independent valuation of Hibernia REIT's property portfolio at 31 December 2021.

· In addition, the aggregate value (comprising the Offer Price and the Dividend) to Hibernia REIT Shareholders of €1.634 exceeds the highest traded price of €1.570 per share (reached in May 2018) since Hibernia REIT's IPO in 2013.

The Board of Hibernia REIT also recognises the risks posed by the continued uncertain trajectory of the economic recovery from the COVID-19 pandemic including with respect to office usage, the broader macroeconomic backdrop, as well as the risks specific to Hibernia REIT including:

· The expected continuation of the persistent discount to EPRA NTA per share at which Hibernia REIT's shares have historically traded;

· The inherent execution risk attached to the Company's medium term business plan, in particular its development pipeline; and

· The potential for further changes to the tax landscape.

Having considered all of these factors, the Hibernia REIT Board believes that the Acquisition is in the best interests of Hibernia REIT Shareholders. As such, it unanimously recommends the Acquisition to Hibernia REIT Shareholders.

4. Recommendation of the Hibernia REIT Board

Having taken into account the relevant factors and applicable risks, the Hibernia REIT Board, which has been so advised by Credit Suisse and Goodbody as joint financial advisers, and Goodbody as sole Rule 3 adviser to the Hibernia REIT Board, as to the financial terms of the Acquisition, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Hibernia REIT Board, Credit Suisse and Goodbody have taken into account the commercial assessments of the Hibernia REIT Directors.

Accordingly, the Hibernia REIT Board unanimously recommends that Hibernia REIT Shareholders vote in favour of the Acquisition and all of the Resolutions, as they have irrevocably committed to do in respect of their own beneficial holdings of, in aggregate, 9,069,791 Hibernia REIT Shares which represent approximately 1.37% of the issued share capital of Hibernia REIT as of 24 March 2022 (being the latest practicable date prior to the publication of this Announcement).

5. Bidco Background to and Rationale for the Acquisition

Brookfield is one of the world's largest owners and operators of real estate, with over $250 billion of real estate assets globally. It is highly active in the office sector, with a portfolio of approximately (i) 200 million square feet of office real estate worldwide and (ii) 33.5 million square feet across Europe. Brookfield's conviction in European office real estate is further evidenced by the announcement in January 2022 of the fulfilment of all closing conditions for the recommended investment in alstria office-REIT-AG, a leading German office real estate company.

The office sector is undergoing a significant evolution, as companies target the occupation of the most sustainable buildings with modern amenities in prime locations. Hibernia REIT is not immune from these occupational trends and Brookfield recognises the significant capital requirements needed to support Hibernia REIT's development and capital investment programme and is committed to supporting Hibernia REIT's management team in these areas.

Brookfield believes that Hibernia REIT will be a complementary addition to its broader European real estate portfolio, which includes office, student housing and alternative living segments, residential, life sciences, hospitality and retail.

Brookfield has a long heritage as an owner-operator of real estate, which brings significant operating expertise. Hibernia REIT's senior management team has a strong track record of acquiring sites opportunistically and is a good fit with Brookfield.

Given the expected continuation of the persistent discount to EPRA NTA per share at which Hibernia REIT's shares have historically traded, Brookfield believes the Acquisition allows Hibernia REIT's Shareholders to immediately crystallise their full investment in Hibernia REIT for cash at an attractive valuation (which recognises Hibernia REIT's prospects and the quality of its underlying portfolio of assets).

6. Irrevocable Commitments

Bidco has received irrevocable undertakings from each of the Hibernia REIT Directors to vote in favour of the Scheme at the Scheme Meeting and each of the EGM Resolutions to be proposed at the Extraordinary General Meeting in respect of their own beneficial holdings of, in aggregate, 9,069,791 Hibernia REIT Shares which represent approximately 1.37% of the issued share capital of Hibernia REIT as of 24 March 2022 (being the latest practicable date prior to the publication of this Announcement).

The irrevocable undertakings received from each of the Hibernia REIT Directors will cease to have effect on the earlier to occur of the following: (i) the date on which the Scheme becomes Effective; (ii) if this Announcement has not been released by 7am on 25 March 2022; (iii) Bidco publicly announcing it does not intend to make or proceed with the Acquisition (iv) if the Acquisition is not completed by 5pm on the End Date, or (v) the Acquisition lapses or is withdrawn, other than in circumstances where the Transaction Agreement has been terminated pursuant to clause 9.1(a)(vii) of the Transaction Agreement.

Information on Bidco and Brookfield

Bidco is a newly incorporated Irish company established for the purpose of undertaking the Acquisition. Bidco is a subsidiary of one of Brookfield's real estate private funds.

Brookfield is a leading global alternative asset manager with approximately US$690 billion of assets under management across real estate, infrastructure, renewable power and transition, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy.

Brookfield is one of the world's largest owners and operators of real estate with over $250 billion of real estate assets globally, and an office portfolio of approximately 200 million square feet worldwide. In Europe, Brookfield's real estate business comprises approximately $50 billion of assets across office, student housing, logistics, life sciences, residential, retail and hospitality

Information on Hibernia REIT

Hibernia REIT is an Irish Real Estate Investment Trust ("REIT"), listed on Euronext Dublin and the London Stock Exchange.  Hibernia REIT owns and develops property and specialises in Dublin city centre offices. Its business model is to deliver income and capital growth for its shareholders through asset management, development activity and capital recycling, while using modest levels of financial leverage. Asset clustering and ESG excellence are two strategic priorities for Hibernia REIT.

Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a High Court sanctioned scheme of arrangement in accordance with Chapter 1 of Part 9 of the Act. Under the Scheme, all Hibernia REIT Shares held by Hibernia REIT Shareholders and which are not already directly or indirectly owned by Bidco will be cancelled pursuant to Article 46 of Hibernia REIT's Articles of Association and Sections 84 to 86 of the Act in accordance with the terms of the Scheme. Hibernia REIT will issue new Hibernia REIT Shares to Bidco in place of the Hibernia REIT Shares that were cancelled pursuant to the Scheme and the Reduction of Capital and Bidco will pay the Consideration for the Acquisition to the Hibernia REIT Shareholders.

As a result of these arrangements, Hibernia REIT will become a wholly-owned subsidiary of Bidco.

To become effective, the Scheme requires, amongst other things, (i) the approval of the Scheme Meeting Resolution by a majority of Hibernia REIT Shareholders, present and voting either in person or by proxy at the Scheme Meeting, representing three‑fourths (75%) or more in value of the Hibernia REIT Shares held by such Shareholders, provided that the quorum for such Scheme Meeting (or any adjournment of such meeting) shall be at least two persons holding or representing by proxy at least one-third in nominal value of the Hibernia REIT Shares and (ii) the approval by Hibernia REIT Shareholders of resolutions relating to implementation of the Scheme at the Extraordinary General Meeting to be held directly after the Scheme Meeting.

Application to the High Court to sanction the Scheme

Once the approvals of the Hibernia REIT Shareholders have been obtained at the Scheme Meeting and the Extraordinary General Meeting, and the other Conditions have been satisfied or (where applicable) waived, an application will be made to the High Court to sanction the Scheme under the Act.

Subject to the sanction of the High Court, the Scheme will become Effective in accordance with its terms on delivery to the Registrar of Companies of the Court Order together with the minute required by Section 86 of the Act confirming the Reduction of Capital to take place in connection with the Acquisition, and the Reduction of Capital will become effective upon registration of the Court Order and minute by the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Hibernia REIT Shareholders, irrespective of whether or not they attended or voted at the Scheme Meeting or Extraordinary General Meeting, or whether they voted in favour of or against the Scheme.

Full details of the Scheme to be set out in the Scheme Document

The Scheme will be governed by the laws of Ireland. The Scheme will be subject to the applicable requirements of the Irish Takeover Rules and, where relevant, the applicable rules and regulations of the Act.

The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Scheme Document. Further details of the Scheme, including the notices of the Scheme Meeting and separate Extraordinary General Meeting required to approve the Resolutions, expected timetable and the action to be taken by Hibernia REIT Shareholders, will be set out in the Scheme Document.

Conditions to the Acquisition

The Acquisition shall be subject to the Conditions and further terms set out in full in Appendix I to this Announcement and to be set out in the Scheme Document.

Scheme timetable and further information

The Scheme Document, which will contain the expected timetable for completion of the Acquisition and action to be taken by Hibernia REIT Shareholders, will be published as soon as practicable.

At this stage, subject to the approval and availability of the High Court (which is subject to change) and obtaining the necessary regulatory approvals, Hibernia REIT and Bidco expect the implementation of the Acquisition to occur in late Q2 2022.

7. Effect of the Scheme on Hibernia REIT Share Plans

In accordance with Rule 15 of the Irish Takeover Rules, Bidco will make appropriate proposals to participants in Hibernia REIT Share Plans in relation to the Hibernia REIT Share Plan Shares. Participants will be contacted separately, at the time of publication of the Scheme Document, regarding the effect of the Acquisition on the Hibernia REIT Share Plan Shares under the Hibernia REIT Share Plans and the relevant details will be summarised in the Scheme Document.

8. Financing of the Acquisition

The cash consideration payable under the terms of the Acquisition will be funded through a combination of equity financing drawn from the Brookfield Funds as well as an acquisition facility provided to Bidco by Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., London Branch and Société Général, London Branch, further details of which will be set out in the Scheme Document.

Eastdil Secured, Goldman Sachs, J.P. Morgan Cazenove and Société Générale, as joint financial advisers to Bidco, are satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to Hibernia REIT Shareholders in connection with the Scheme.

9. Management and Employees

Bidco recognises the quality of Hibernia REIT's existing management and employees and their importance to Hibernia REIT's future success. Bidco confirms that, following the Scheme becoming effective, the existing contractual and statutory employment rights, including in relation to pensions, of all Hibernia REIT management and employees will be fully safeguarded in accordance with applicable law.

10. Transaction Agreement

The Brookfield Funds, Bidco and Hibernia REIT have entered into a Transaction Agreement dated 25 March 2022 which contains certain assurances in relation to the implementation of the Scheme and other matters related to the Acquisition. A summary of the principal terms of the Transaction Agreement will be set out in the Scheme Document.

The Transaction Agreement provides a matching right that where the Hibernia REIT Board determines that a Hibernia REIT Superior Proposal has been received, Hibernia REIT will provide Bidco with an opportunity, for a period of five Business Days from the time of the receipt by Bidco of notice in writing from Hibernia REIT confirming that the Hibernia REIT Board has determined that a Hibernia REIT Superior Proposal has been received together with details of the material terms of such Hibernia REIT Superior Proposal, to increase or modify the Consideration such that the Hibernia REIT Superior Proposal would not constitute a Hibernia REIT Superior Proposal.

11. Expenses Reimbursement Agreement

Hibernia REIT has entered into an Expenses Reimbursement Agreement dated 25 March 2022 with Bidco and the Brookfield Funds, the entry into of which have been approved by the Irish Takeover Panel. Under the Expenses Reimbursement Agreement, Hibernia REIT has agreed to pay to Bidco in certain circumstances set out below an amount equal to all documented, specific and quantifiable third party costs incurred by Bidco, or any member of the Bidco Group, or on its or their behalf, for the purposes of, in preparation for, or in connection with the Acquisition, including legal, accounting, property, financial and commercial due diligence, arranging financing and engaging advisers to assist in the process, provided that the gross amount payable by Hibernia REIT to Bidco shall not, in any event, exceed €10,664,707 (being 1% of the product of the Offer Price and of the issued and to be issued share capital of Hibernia REIT that is the subject of the Acquisition).

The amount payable by Hibernia REIT to Bidco under such provisions of the Expenses Reimbursement Agreement will exclude any amounts in respect of VAT incurred by Bidco or any member of the Bidco Group attributable to such third party costs other than Irrecoverable VAT incurred by Bidco and/or such member of the Bidco Group on such costs.

The circumstances in which such payment will be made are if:

(a) the Transaction Agreement is terminated:

(i) by Bidco for the reason that the Hibernia REIT Board:

(A) withdraws (or modifies in any manner adverse to Bidco) or proposes publicly to withdraw (or modify in any manner adverse to Bidco), the Scheme Recommendation or, if applicable, the recommendation to the holders of Hibernia REIT Shares from the Hibernia REIT Board to accept the Takeover Offer; or

(B) approves, recommends or declares advisable or proposes publicly to approve, recommend or declare advisable, any Hibernia REIT Alternative Proposal, and

in either case, the Acquisition subsequently lapses or is withdrawn (it being understood, for the avoidance of doubt, that the provision by Hibernia REIT to Bidco of notice or information in connection with an Hibernia REIT Alternative Proposal or Hibernia REIT Superior Proposal as required or expressly permitted by the Transaction Agreement shall not, in each case, in and of itself, constitute a circumstance referred to in paragraphs (A) or (B) above); or

(ii) by Hibernia REIT, upon written notice at any time following delivery of a Final Recommendation Change Notice under and in accordance with the Transaction Agreement and the Acquisition subsequently lapses or is withdrawn; or

(b) all of the following occur:

(i) prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), a Hibernia REIT Alternative Proposal is formally publicly disclosed by Hibernia REIT or any person shall have formally publicly announced an intention (whether or not conditional) to make a Hibernia REIT Alternative Proposal and, in each case, such disclosure or announcement is not publicly withdrawn without qualification at least three Business Days before the date of the Scheme Meeting or Final Closing Date; and

(ii) the Transaction Agreement is terminated by Bidco for the reason that Hibernia REIT shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in the Transaction Agreement, which material breach or failure to perform:

(A) would result in a failure of any of the Conditions; and

(B) is not reasonably capable of being cured by the End Date or, if curable, Bidco shall have given Hibernia REIT written notice, delivered at least 30 days prior to such termination, stating Bidco's intention to terminate the Transaction Agreement pursuant to clause 9.1(a)(vi) of the Transaction Agreement and the basis for such termination and such breach, failure to perform or inaccuracy shall not have been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date; and

(iii) the Hibernia REIT Alternative Proposal referred to in paragraph (b)(i) above is consummated, or a definitive agreement providing for a Hibernia REIT Alternative Proposal is entered into (provided such Hibernia REIT Alternative Proposal is subsequently consummated pursuant to that definitive agreement), in each case, with the person referred to in paragraph (b)(i) within 12 months after the date of this Announcement, or a Hibernia REIT Alternative Proposal is consummated with a person who is not connected in any way to the person referred to in paragraph (b)(i) above within 12 months after the date of this Announcement and the value of the consideration offered under such Hibernia REIT Alternative Proposal is at least equal to the consideration offered under the Acquisition; or

(c) all of the following occur:

(i) prior to the Scheme Meeting (or, in the case of a Takeover Offer prior to the Final Closing Date), a Hibernia REIT Alternative Proposal is formally publicly disclosed by Hibernia REIT or any person shall have formally publicly announced an intention (whether or not conditional) to make a Hibernia REIT Alternative Proposal and, in each case, such disclosure or announcement is not publicly withdrawn without qualification at least three Business Days before the date of the Scheme Meeting or Final Closing Date; and

(ii) the Transaction Agreement is terminated by either Hibernia REIT or Bidco for the reason that the Scheme Meeting or the EGM shall have been completed and the Scheme Meeting Resolution or the EGM Resolutions, as applicable, shall not have been approved by the requisite majority of votes (or, in the case of a Takeover Offer, the Final Closing Date having passed without the Takeover Offer becoming unconditional as to acceptances); and

(iii) the Hibernia REIT Alternative Proposal referred to in paragraph (c)(i) above is consummated, or a definitive agreement providing for a Hibernia REIT Alternative Proposal is entered into (provided such Hibernia REIT Alternative Proposal is subsequently consummated pursuant to that definitive agreement), in each case with the person referred to in paragraph (c)(i) within 12 months after the date of this Announcement, or a Hibernia REIT Alternative Proposal is consummated with a person who is not connected in any way to the person referred to in paragraph (c)(i) above within 12 months after the date of this Announcement and the value of the consideration offered under such Hibernia REIT Alternative Proposal is at least equal to the consideration offered under the Acquisition.

In paragraphs (b) and (c) above, references to 10% in limb (d) of the definition of "Hibernia REIT Alternative Proposal" shall be deemed to refer to 25%.

Each of the Hibernia REIT Board, Credit Suisse and Goodbody as joint financial advisers and Goodbody as sole Rule 3 adviser to the Hibernia REIT Board, has confirmed in writing to the Irish Takeover Panel that for the purposes of the Note to Rule 21.2 of the Irish Takeover Rules, they consider the terms of the Expenses Reimbursement Agreement to be in the best interests of Hibernia REIT Shareholders.

12. Valuations

As at 31 December 2021, Hibernia REIT's property portfolio was independently valued (within the meaning of Rule 29.1(a) of the Irish Takeover Rules) at €1.327 billion. The valuation reports of the Valuer required in accordance with Rule 29 of the Irish Takeover Rules in connection with this valuation are included in Appendix IV.

The Valuer has:

· given and not withdrawn its written consent to the inclusion of its name and of its Property Valuation Report in this announcement in the form and context in which they appear; and

· confirmed that an updated valuation as at the date of this Announcement would not be materially different to the valuation as at 31 December 2021 contained within its Property Valuation Report.

The Valuer accepts responsibility for the information contained in its Property Valuation Report attached at Appendix IV only and, to the best of their knowledge, such information is in accordance with the facts. With the exception of the Property Valuation Report (and subject to the terms on which the Property Valuation Report was issued), the Valuer does not accept any liability in relation to the information contained in this Announcement or any other information provided by the Company or any representative or agent of the Company related to this Announcement. The Property Valuation Report refers to the position at the date it was originally issued and the Valuer has not taken any action to update the Property Valuation Report. To the extent that any summary or part of the Property Valuation Report is included in this Announcement, such summaries or extracts should be considered in conjunction with the entire Property Valuation Report.

In accordance with Rule 29.3 of the Irish Takeover Rules, if the Properties were to be sold at the values stated, the Hibernia REIT Directors estimate that the potential tax liability that would arise would be approximately €8 million. If the Properties were sold by Hibernia REIT at the date of this Announcement, the Hibernia REIT Directors consider it likely that this liability would arise; however, the Hibernia REIT Directors have no current intention to sell the Properties. Under this scenario, it is assumed that Hibernia REIT continues to be a REIT and that any reserves created on disposal of the Properties are reinvested by Hibernia REIT in new properties or distributed by Hibernia REIT to its shareholders in line with the requirements of the REIT rules.

For the avoidance of doubt, the proposed Acquisition of Hibernia REIT by way of the Scheme will not constitute a sale of the individual Properties but rather will constitute the acquisition of the entire issued and to be issued share capital of Hibernia REIT by Bidco. The proposed Acquisition will result in Hibernia REIT ceasing to constitute a REIT for the purposes of Part 25A of the Taxes Consolidation Act 1997 and upon such cessation, approximately €4 million of tax may arise. On ceasing to be a REIT, the Hibernia REIT Group will continue to hold the Properties and there is no deemed disposal for tax purposes. However, if the Properties were to be sold following the Acquisition at the values stated, the Hibernia REIT Directors estimate that the potential tax liability that would arise for the Hibernia REIT Group would be approximately €76 million. The Consideration payable to Hibernia REIT Shareholders under the terms of the Acquisition will not be further adjusted to account for any such tax payable by the Hibernia REIT Group.

13. Delisting and Cancellation of Trading in Hibernia REIT Shares

An application will be made to Euronext Dublin and the London Stock Exchange prior to the Effective Date to cancel the admission of the Hibernia REIT Shares to trading on the Main Market of Euronext Dublin and the London Stock Exchange, respectively, and to the FCA to cancel the listing of the Hibernia REIT Shares on the FCA's Official List with effect from shortly after the Effective Date, subject to and following the Scheme becoming Effective.

An appropriate announcement in this regard will be made in due course.

As soon as reasonably practicable after the Effective Date, it is intended that Hibernia REIT will be re-registered as a private company limited by shares.

14. Interests and Short Positions in Hibernia REIT

As at the close of business on 24 March 2022 (being the last practicable date prior to the release of this Announcement), neither Bidco nor, so far as Bidco is aware, any person Acting in Concert with Bidco:

(a) had an interest in relevant securities of Hibernia REIT;

(b) had any short position in relevant securities of Hibernia REIT;

(c) had received an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Hibernia REIT other than as described in this Announcement; or

(d) had borrowed or lent any Hibernia REIT Shares.

Furthermore, no arrangement to which Rule 8.7 of the Irish Takeover Rules applies exists between Bidco or Hibernia REIT or a person Acting in Concert with Bidco or Hibernia REIT in relation to Hibernia REIT Shares. For these purposes, an "arrangement to which Rule 8.7 of the Irish Takeover Rules applies" includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which is or may be an inducement to one or more of such persons to deal or refrain from dealing in such securities.

In the interests of confidentiality, Bidco has made only limited enquiries in respect of certain parties who may be deemed by the Irish Takeover Panel to be Acting in Concert with it for the purposes of the Acquisition. Further enquiries will be made to the extent necessary as soon as practicable following the date of this Announcement and any disclosure in respect of such parties will be included in the Scheme Document.

15. Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Irish Takeover Rules, Hibernia REIT confirms that as at the close of business on 24 March 2022 (being the last practicable date before this Announcement) it had 661,811,141 Hibernia REIT Shares in issue with voting rights, with no Hibernia REIT Shares held in treasury. The ISIN for the Hibernia REIT Shares is IE00BGHQ1986.

16. General

The Acquisition and the Scheme will be made subject to the Conditions and the further terms to be set out in the Scheme Document. The Scheme Document will include full details of the Acquisition and will be accompanied by the appropriate notices of the Scheme Meeting and separate Extraordinary General Meeting required to approve the Resolutions and forms of proxy.

Credit Suisse and Goodbody have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Eastdil Secured, Goldman Sachs, J.P. Morgan Cazenove and Société Générale have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

The Scheme Document, notices and, where relevant, forms of proxy will be despatched to Hibernia REIT Shareholders as soon as practicable. The Scheme Document will include full details of the Acquisition, together with the expected timetable, and will specify the necessary action to be taken by Hibernia REIT Shareholders in order to vote in favour of the Scheme (at the Scheme Meeting) and the EGM Resolutions (at the Extraordinary General Meeting).

The Acquisition will be governed by the laws of Ireland and will be subject to the requirements of the Irish Takeover Rules and applicable Law. This Announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules.

Appendix I to this Announcement contains the Conditions and certain further terms of the Acquisition and the Scheme. Appendix II to this Announcement contains definitions of certain expressions used in this Announcement. Appendix III to this Announcement contains further details of the sources of information and bases of calculations set out in this Announcement. Appendix IV to this Announcement contains the opinion of Hibernia REIT's independent valuer in respect of certain asset valuations included in this announcement.

Goldman Sachs, J.P. Morgan Cazenove and Société Générale Group are also acting as financial advisers to Bidco.

Statements required by the Irish Takeover Rules

The Bidco Directors accept responsibility for the information contained in this Announcement other than that relating to Hibernia REIT, the Hibernia REIT Group, the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Bidco Directors (who, in each case, have taken all reasonable care to ensure that this is the case) the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Hibernia REIT Directors accept responsibility for the information contained in this Announcement relating to Hibernia REIT, the Hibernia REIT Group, the Hibernia REIT Directors and members of their immediate families, related trusts and persons connected with them and the recommendation and related opinions of the Hibernia REIT Board. To the best of the knowledge and belief of the Hibernia REIT Directors and the Hibernia REIT Directors (who, in each case, have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Credit Suisse International ("Credit Suisse") which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the United Kingdom, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Goodbody Stockbrokers UC ("Goodbody") , which in Ireland is regulated by the Central Bank of Ireland and in the UK is authorised and subject to limited regulation by the Financial Conduct Authority, is acting as financial adviser exclusively for Hibernia REIT and no one else in connection with the Acquisition and will not be responsible to any person other than Hibernia REIT for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the content of this Announcement or any matter referred to herein.

Eastdil Secured International Limited ("Eastdil Secured"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser for Bidco and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Eastdil Secured, or for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to herein. Neither Eastdil Secured nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Eastdil Secured in connection with the Acquisition, this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Goldman Sachs International ("Goldman Sachs") which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the Acquisition or any transaction or arrangement referred to in this announcement. Neither Goldman Sachs nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with the Acquisition or any transaction or arrangement referred to in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any matter or arrangement referred to herein.

Société Générale which is a French credit institution (bank), authorised and supervised by the European Central Bank (ECB) and the Autorité de Contrôle Prudentiel et de Résolution (ACPR) (the French Prudential Control and Resolution Authority) and regulated by the Autorité des marchés financiers (the French financial markets regulator) is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Société Générale Group, nor for providing advice in connection with the Acquisition or any transaction or arrangement referred to herein.

Kirkland & Ellis LLP and Arthur Cox LLP are acting as legal advisers to Brookfield and Bidco. A&L Goodbody LLP is acting as legal adviser to Hibernia REIT.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form any part of any offer or invitation, or the solicitation of an offer, to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or, if applicable, the Takeover Offer Document).

This Announcement does not constitute a prospectus or a prospectus equivalent document.

This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules, the UK Market Abuse Regulation and the FCA's Disclosure Guidance and Transparency Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland or, to the extent applicable, the UK.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement contains certain forward-looking statements with respect to Brookfield, Bidco and Hibernia REIT. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Bidco Group or the Hibernia REIT Group; and (iii) the effects of government regulation on the business of the Bidco Group or the Hibernia REIT Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Brookfield, Bidco or Hibernia REIT or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Brookfield, Bidco nor Hibernia REIT undertake any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Disclosure requirements of the Irish Takeover Rules

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in, 1% or more of any class of 'relevant securities' of Hibernia REIT, all 'dealings' in any 'relevant securities' of Hibernia REIT (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business' day in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the 'offer period' ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Hibernia REIT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Hibernia REIT by Bidco, by any party Acting in Concert with Bidco, or by any party Acting in Concert with Hibernia REIT, must also be disclosed by no later than 12:00 noon (Irish time) on the business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

No profit forecasts or merger benefit statement

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share, for Bidco or Hibernia REIT, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or Hibernia REIT, respectively. No statement in this Announcement constitutes an estimate of the anticipated financial effects of the Acquisition.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Hibernia REIT as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement.

Publication on website

Pursuant to Rules 2.6(c) and 19.9 of the Irish Takeover Rules, this Announcement will be made available (including to Bidco's employees) on Bidco's website (www.benedict-offer.com) and on Hibernia REIT's website (www.hiberniareit.com) by no later than 12:00 noon (Irish time) on the Business Day following this Announcement.

Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Restricted Jurisdictions

The laws of certain jurisdictions may affect the availability of the Acquisition to persons who are not resident in Ireland or the United Kingdom. Persons who are not resident in Ireland or the United Kingdom, or who are subject to laws of any jurisdiction other than Ireland or the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Acquisition will not be capable of acceptance from within a Restricted Jurisdiction.

The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Bidco and Hibernia REIT disclaim any responsibility or liability for the violations of any such restrictions by any person.

Notice to US Shareholders in Hibernia REIT

The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934, as amended, (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland for a public acquisition by scheme of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions provided thereunder.

It may be difficult for US holders of Hibernia REIT Shares to enforce any rights and/or any claim arising out of the US federal laws, since Bidco and Hibernia REIT are organised and located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Hibernia REIT Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction and judgment of a US court. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US Hibernia REIT Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Hibernia REIT Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Irish Takeover Rules and normal Irish and UK market practice, Credit Suisse and its respective affiliates, and Goodbody and its respective affiliates, may continue to act as exempt principal traders or exempt market makers in Hibernia REIT Shares on the London Stock Exchange and on Euronext Dublin and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. In addition, in compliance with the Irish Takeover Rules and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain Affiliates or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Hibernia REIT securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b) under the US Exchange Act, such purchases, or arrangements to purchase, must comply with Irish law, the Irish Takeover Rules and the Listing Rules. Any information about such purchases will be disclosed to the Irish Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via a Regulatory Information Service on the Euronext Dublin or London Stock Exchange's websites, www.euronext.com or www.londonstockexchange.com.

APPENDIX I

CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE SCHEME

The Acquisition and the Scheme will comply with the Irish Takeover Rules, the Act and, where relevant, the Euronext Dublin Listing Rules and the UK Listing Rules and will be subject to the terms and conditions set out in this Announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are governed by the laws of Ireland.

Terms defined in Appendix II shall have the same meaning where used in this Appendix I.

Conditions to the Acquisition and the Scheme

The Acquisition and the Scheme will be subject to the following conditions:

1. The Acquisition will be conditional upon the Scheme becoming Effective and unconditional by not later than the End Date (or such earlier date as may be specified by the Irish Takeover Panel, or such later date as Hibernia REIT and Bidco may, with the consent of the Irish Takeover Panel (if required), agree and (if required) the High Court may allow).

2. The Scheme will be conditional upon:

2.1 the approval of the Scheme by a majority of the Hibernia REIT Shareholders representing at least three-fourths (75%) in value of the Hibernia REIT Shares, at the Voting Record Time, held by such holders, present and voting either in person or by proxy or in any other manner permitted by the High Court or by law, at the Scheme Meeting (or any adjournment of such meeting) held no later than the End Date and provided that the quorum for such Scheme Meeting (or any adjournment of such meeting) shall be at least two persons holding or representing by proxy at least one-third in nominal value of the Hibernia REIT Shares;

2.2 the EGM Resolutions being duly passed by the requisite majority of Hibernia REIT Shareholders at the EGM (or any adjournment of such meeting) held no later than the End Date;

2.3 the sanction by the High Court (with or without material modification), but subject to any such modification being acceptable to each of Bidco and Hibernia REIT, of the Scheme pursuant to Chapter 1 of Part 9 of the Act and the confirmation of the Reduction of Capital by the High Court (the date on which the condition in this paragraph 2.3 is satisfied, the "Sanction Date"); and

2.4 office copies of the Court Order and the minute required by Section 86 of the Act in respect of the Reduction of Capital being delivered for registration to the Registrar of Companies and registration of the Court Order and minute confirming the Reduction of Capital by the Registrar of Companies.

3. Bidco and Hibernia REIT have agreed that, subject to paragraph 4 of this Appendix I, the Acquisition will also be conditional upon the following matters having been satisfied or waived on or before the Sanction Date:

General Regulatory and Anti-Trust / Competition

3.1 to the extent that the Acquisition or its implementation constitutes a merger or acquisition within the scope of Part 3 of the Competition Act, one of the following events having occurred:

(a) the CCPC having informed the notifying parties pursuant to Section 21(2)(a) of the Competition Act that it has made a determination that the Acquisition may be put into effect or put into effect subject to commitments; or

(b) the period specified in Section 21(2) of the Competition Act (as may be extended under Section 21(4) of the Competition Act) having elapsed without the CCPC having informed the notifying parties of the determination (if any) which has been made under Section 21(2) of the Competition Act; or

(c) the CCPC having informed the notifying parties that it has determined under Section 22(3) of the Competition Act that the Acquisition may be put into effect or put into effect subject to conditions specified by the CCPC being complied with; or

(d) the period specified in Section 19(1)(d) of the Competition Act having elapsed, without the CCPC having made a determination under Section 22 of the Competition Act;

3.2 no (i) Law, (ii) injunction, restraint or prohibition by any court of competent jurisdiction or (iii) injunction, order, prohibition under any Antitrust Law or Antitrust Order by any Relevant Authority shall have been enacted or entered and shall continue to be in effect which would or would reasonably be expected to prohibit or prevent consummation of the Acquisition;

Termination of the Transaction Agreement

3.3 the Transaction Agreement not having been terminated as a consequence of any of the following events having occurred (such events (including that set out in the Condition in paragraph 3.4 below) being the events set out in the Transaction Agreement following the occurrence of which the Transaction Agreement may be terminated in accordance with its terms):

(a) if the Acquisition is implemented by way of a Scheme, by either Hibernia REIT or Bidco if the Scheme Meeting or the EGM have been completed and either the Scheme or the EGM Resolutions, as applicable, have not been approved by the requisite majorities of Hibernia REIT Shareholders;

(b) by either Hibernia REIT or Bidco if the Effective Time has not occurred by 5.00 pm on the End Date, provided that the right to terminate the Transaction Agreement shall not be available to a Party whose breach of any provision of the Transaction Agreement has been the primary cause of the failure of the Effective Time to have occurred by such time;

(c) if the Acquisition is implemented by way of a Scheme, by either Hibernia REIT or Bidco if the High Court declines or refuses to sanction the Scheme, unless Hibernia REIT and Bidco agree within 30 days of such decision that the decision of the High Court will be appealed;

(d) by either Hibernia REIT or Bidco if an injunction has been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition and such injunction has become final and non-appealable (provided that the right to terminate the Transaction Agreement will not be available to a Party whose breach of any provision of the Transaction Agreement has been the primary cause of such injunction);

(e) by Hibernia REIT, if any of the Brookfield Funds or Bidco has breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement or any of its representations or warranties set forth in the Transaction Agreement having been inaccurate, which material breach, failure to perform or inaccuracy: (a) would result in a failure of any Conditions; and (b) is not reasonably capable of being cured by the End Date or, if curable, Hibernia REIT has given Bidco written notice, delivered at least 30 days prior to such termination, stating Hibernia REIT's intention to terminate the Transaction Agreement and the basis for such termination and such breach, failure to perform or inaccuracy has not been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date;

(f) by Bidco, if Hibernia REIT has breached or failed to perform in any material respect any of its covenants or other agreements contained in the Transaction Agreement or any of its representations or warranties set forth in the Transaction Agreement having been inaccurate, which material breach, failure to perform or inaccuracy: (a) would result in a failure of any Conditions; and (b) is not reasonably capable of being cured by the End Date or, if curable, Bidco has given Hibernia REIT written notice, delivered at least 30 days prior to such termination, stating Bidco's intention to terminate the Transaction Agreement and the basis for such termination and such breach, failure to perform or inaccuracy has not been cured within 30 days following the delivery of such written notice or, if earlier, by the End Date;

(g) by Bidco, in the event of a Hibernia REIT Change of Recommendation has occurred or the Hibernia REIT Board having withdrawn (or modifying in any manner adverse to Bidco) or proposing publicly to withdraw (or modifying in any manner adverse to Bidco) the Scheme Recommendation; or

(h) by Hibernia REIT upon written notice at any time following delivery of a Final Recommendation Change Notice in accordance with the terms of the Transaction Agreement;

3.4 the Transaction Agreement not having been terminated by the mutual written consent of Hibernia REIT and Bidco, subject to the consent of the Irish Takeover Panel (if required);

Certain matters arising as a result of any arrangement, agreement, etc.

3.5 except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, authorisation, franchise, facility, lease or other instrument to which any member of the Hibernia REIT Group is a party or by or to which any such member or any of its respective assets may be bound, entitled or subject and which, in consequence of the Acquisition or the proposed acquisition by any member of the Bidco Group of any Hibernia REIT Shares or other securities (or the equivalent) in or control of Hibernia REIT or any member of the Hibernia REIT Group or because of a change in the control or management of any member of the Hibernia REIT Group or otherwise, would or would be reasonably expected to result in any of the following (in any such case to an extent which is material in value terms in the context of the Hibernia REIT Group taken as a whole):

(a) any monies borrowed by, or any other indebtedness or liability (actual or contingent) of, or any grant available to any member of the Hibernia REIT Group becoming payable, or becoming capable of being declared repayable, immediately or prior to their or its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being or becoming capable of being withdrawn or inhibited;

(b) the creation, save in the ordinary course of business, or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any material part of the business, property or assets of any member of the Hibernia REIT Group or any such mortgage, charge or other security interest becoming enforceable;

(c) the rights, liabilities, obligations, interests or business of any member of the Hibernia REIT Group under any such arrangement, agreement, licence, permit, authorisation, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests or business of any member of the Hibernia REIT Group in or with any other firm or company or body or person (or any agreement/arrangement or arrangements relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(d) any material assets or interests of, or any asset the use of which is enjoyed by, any member of the Hibernia REIT Group being or falling to be disposed of or charged or ceasing to be available to any member of the Hibernia REIT Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Hibernia REIT Group otherwise than in the ordinary course of business;

(e) any material member of the Hibernia REIT Group ceasing to be able to carry on business in any jurisdiction in which it currently operates;

(f) the value of, or the financial or trading position of any member of the Hibernia REIT Group being prejudiced or adversely affected;

(g) the creation or acceleration of any liability or liabilities (actual or contingent) by any member of the Hibernia REIT Group, other than the creation of trade creditors or other liabilities incurred in the ordinary course of business; or

(h) any material liability of any member of the Hibernia REIT Group arising in respect of any severance, termination, bonus or other payment to any of the directors or other officers,

unless, if any such provision exists, such provision shall have been waived, modified or amended on terms reasonably satisfactory to Bidco;

Certain events occurring after the date of this Announcement

3.6 except as Disclosed, and save as permitted in accordance with the terms of the Transaction Agreement, no member of the Hibernia REIT Group having since 30 September 2021:

(a) save as between Hibernia REIT and wholly-owned Subsidiaries of Hibernia REIT or between such wholly-owned Subsidiaries, issued, granted, conferred, or awarded or agreed to issue, grant, confer or award or authorised or proposed the issue of additional shares of any class, or any rights or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities;

(b) recommended, announced, declared, paid or made or proposed to recommend, announce, declare, pay or make any bonus issue, dividend or other distribution (whether in cash or otherwise) any dividend declared prior to the Effective Date by any wholly-owned Subsidiary of Hibernia REIT;

(c) save for transactions between Hibernia REIT and its wholly-owned Subsidiaries or between such wholly-owned Subsidiaries, merged with or demerged or acquired any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any material assets or any right, title or interest in any material asset (including shares and trade investments) or authorised, proposed or announced any intention to do so in each case which is material in the context of the Hibernia REIT Group taken as a whole;

(d) save as between Hibernia REIT and its wholly-owned Subsidiaries or between such wholly-owned Subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary and usual course of carrying out its current banking activities;

(e) issued, authorised or proposed the issue of any loan capital or debentures, or (save as between Hibernia REIT and its wholly owned Subsidiaries or between such wholly-owned Subsidiaries) incurred or increased any indebtedness or contingent liability over and above existing facilities currently available to the Hibernia REIT Group and/or any member of the Hibernia REIT Group, in any such case otherwise than in a manner which is materially consistent with the business of the Hibernia REIT Group being conducted in the ordinary and usual course;

(f) entered into or varied or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary and usual course of business) which is of a long term, unusual or onerous nature, or magnitude which is, in any such case, material in the context of the Hibernia REIT Group taken as a whole or which would be materially restrictive on the business of any material member of the Hibernia REIT Group or the Bidco Group;

(g) except in the ordinary and usual course of business, entered into or materially improved the terms of, or made any offer (which remains open for acceptance) to enter into or materially improve the terms of, any employment contract, commitment or terms of appointment with any Hibernia REIT Director or any person occupying one of the senior executive positions in the Hibernia REIT Group;

(h) except in the ordinary and usual course of business, proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Hibernia REIT Group, which in any such case would be material in the context of the incentive schemes operated by the Hibernia REIT Group;

(i) made, agreed or consented to any significant change to the terms of the trust deeds (including the termination or partial termination of the trusts) constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation, or causing any employee of the Hibernia REIT Group to cease to be a member of any pension scheme by withdrawing as a participating employer in such pension scheme, or unlawfully terminating the employment of any active member of a pension scheme, or making any employee member of the Hibernia REIT Group redundant, or exercising any discretion under the provisions governing such pension scheme, which in any such case would be material in the context of the pension schemes operated by Hibernia REIT Group;

(j) save as between Hibernia REIT and wholly-owned Subsidiaries of Hibernia REIT, purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph 3.6(a) above, made any other change to any part of its share capital to an extent which (other than in the case of Hibernia REIT) is material in the context of the Hibernia REIT Group taken as a whole;

(k) waived or compromised any claim otherwise than in the ordinary and usual course of business which is material in the context of the Hibernia REIT Group taken as a whole;

(l) save for voluntary solvent liquidations, taken or proposed any corporate action or had any legal proceedings instituted or threatened against it in respect of its winding-up, dissolution, examination or reorganisation or for the appointment of a receiver, examiner, administrator, administrative receiver, trustee or similar officer of all or any part of its assets or revenues, or (A) having been the subject of any analogous proceedings in any jurisdiction, or (B) appointed any analogous person in any jurisdiction (except, in each case, where the consequences thereof would not be material (in value terms or otherwise) in the context of the Hibernia REIT Group taken as a whole);

(m) altered the provisions of the memorandum and articles of association of any member of the Hibernia REIT Group the effect of which is material in the context of the Hibernia REIT Group taken as a whole; or

(n) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Hibernia REIT Group taken as a whole;

No Adverse Change, Litigation, Regulatory or Similar Proceedings

3.7 except as Disclosed, since 30 September 2021:

(a) no adverse change or deterioration having occurred in the business, financial or trading position, or profits of any member of the Hibernia REIT Group which is material to the Hibernia REIT Group taken as a whole and which has not arisen wholly or in all material respects as a result of the proposed Acquisition;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Hibernia REIT Group or to which any member of the Hibernia REIT Group is or may become a party (whether as plaintiff or defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Hibernia REIT Group having been threatened, announced or instituted or remaining outstanding which, in any such case, might be reasonably likely to adversely affect any member of the Hibernia REIT Group to an extent which is material to the Hibernia REIT Group taken as a whole;

(c) no contingent or other liability having arisen or being likely to arise or having become apparent to Bidco which is or would be likely to adversely affect the business, assets, financial or trading position of any member of the Hibernia REIT Group to an extent which is material to the Hibernia REIT Group taken as a whole;

(d) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence, consent, permit or authorisation held by any member of the Hibernia REIT Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to adversely affect the Hibernia REIT Group taken as a whole;

(e) Bidco not having discovered that any financial, business or other information concerning the Hibernia REIT Group, that is material in the context of the Hibernia REIT Group as a whole and has been disclosed publicly, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make that information not misleading and, in each case, such disclosure is likely to materially adversely affect the Hibernia REIT Group taken as a whole; and

(f) no member of the Hibernia REIT Group having conducted its business in breach of applicable laws or applicable laws and regulations which is material in the context of the Hibernia REIT Group taken as a whole;

No Change in Indebtedness; No Default

3.8 the aggregate outstanding Indebtedness of Hibernia REIT and its wholly-owned Subsidiaries is not greater than the total amount available to the Hibernia REIT Group under its existing available facilities; and

3.9 save as Disclosed, no member of the Hibernia REIT Group being in default under the terms or conditions of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security, surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities to any member of the Hibernia REIT Group (save where such default is not or would not be material (in value terms or otherwise) in the context of the Hibernia REIT Group taken as a whole).

Waiver and Invocation of the Conditions

4. Subject to the requirements of the Irish Takeover Panel, Bidco reserves the right (but shall be under no obligation) to waive (to the extent permitted by applicable Law), in whole or in part, all or any of the Conditions in paragraph 3.

Implementation by way of Takeover Offer

5. Bidco reserves the right, subject to the prior written approval of the Irish Takeover Panel, to effect the Acquisition by way of a Takeover Offer in the circumstances described in and subject to the terms of clause 3.6 of the Transaction Agreement. Without limiting clause 3.6 of the Transaction Agreement, in such event, such offer will be implemented on terms and conditions that are at least as favourable to the Hibernia REIT Shareholders (except for an acceptance condition set at 90% of the nominal value of the Hibernia REIT Shares to which such an offer relates and which are not already in the beneficial ownership of Bidco so far as applicable which may be waived down to 50% plus 1 Hibernia REIT Share) as those which would apply in relation to the Scheme.

Certain further terms of the Acquisition

6. If Bidco is required to make an offer for Hibernia REIT Shares under the provisions of Rule 9 of the Irish Takeover Rules, Bidco may make such alterations to any of the conditions set out in paragraphs 1, 2 and 3 above as are necessary to comply with the provisions of that rule.

7. As required by Rule 12(b)(i) of the Irish Takeover Rules, to the extent that the Acquisition would give rise to a concentration with a Community dimension within the scope of the EU Merger Regulation, the Scheme shall, except as otherwise approved by the Irish Takeover Panel, lapse if the European Commission initiates proceedings in respect of that concentration under Article 6(1)(c) of the EU Merger Regulation or refers the concentration to a competent authority of an EEA member state under Article 9(1) of the EU Merger Regulation prior to the date of the Scheme Meeting.

8. Bidco reserves the right for one or more of its Subsidiaries from time to time to implement the Acquisition with the prior written approval of the Irish Takeover Panel.

9. This Announcement and any rights or liabilities arising hereunder, the Acquisition and the Scheme will be governed by Irish law and be subject to the jurisdiction of the Irish courts.

APPENDIX II

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Acquisition" means the proposed acquisition by Bidco of Hibernia REIT by means of the Scheme or a Takeover Offer (and any such Scheme or Takeover Offer as it may be revised, amended or extended from time to time) including the payment by Bidco of the Consideration under the Scheme or such Takeover Offer, as described in this Announcement and provided for in the Transaction Agreement;

"Act" means the Companies Act 2014, all enactments which are to be read as one with, or construed or read together as one with the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;

"Acting in Concert" has the meaning given to the term "persons acting in concert" in Regulation 8(2) of the Takeover Regulations;

 "Announcement" means this announcement, made in accordance with Rule 2.5 of the Irish Takeover Rules, dated 25 March 2022, including its summary and appendices;

"Antitrust Law" means any federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolisation or restraint of trade;

"Antitrust Order" means any legislative, administrative or judicial action, decree, judgment, injunction, decision or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Acquisition or any other transactions contemplated by the Transaction Agreement under any Antitrust Law;

"Bidco" means Benedict Real Estate Bidco Limited, a private company limited by shares incorporated in Ireland with registered number 715263, having its registered office at Ten Earlsfort Terrace, Dublin 2, D02 T380;

"Bidco Directors" means the directors of Bidco from time to time and for the time being;

"Bidco Group" means the Brookfield Funds and any other funds managed or controlled by Brookfield Asset Management and any of their Affiliates as the context requires, excluding any portfolio company of a fund managed by the Brookfield Funds other than Alexandrite Master Luxco S.à r.l. and its subsidiaries;

"Brookfield" means Brookfield Asset Management;

"Brookfield Funds" means the following Bidco parent companies: IV-A, IV-B and IV-C;

"Business Day" means any day, other than a Saturday, Sunday or public holiday in Dublin or London;

"Closing Price" means the closing price per Hibernia REIT Share as at the close of business on the day to which the price relates, derived from Bloomberg for that day;

"CCPC" means the Competition and Consumer Protection Commission;

"Competition Act" means the Competition Act 2002 (as amended);

 "Concert Parties" means in relation to any Party, such persons as are deemed to be Acting in Concert with that Party pursuant to Rule 3.3 of Part A of the Irish Takeover Rules and such persons as are Acting in Concert with that Party and "Concert Party" means any one of them;

"Conditions" means the conditions to the Scheme and the Acquisition set out in Appendix I to this Announcement and to be set out in the Scheme Document and "Condition" means any one of the Conditions;

"Consideration" or "Offer Price" means €1.60 per Hibernia REIT Share;

"Constitution" means the constitution of Hibernia REIT as in effect from time to time;

"Court Hearing" means the hearing by the High Court of the application to sanction the Scheme under Section 453 of the Act;

"Court Order" means the order or orders of the High Court sanctioning the Scheme under Section 453 of the Act and confirming the Reduction of Capital under Sections 84 and 85 of the Act;

"Credit Suisse" means Credit Suisse International;

"Disclosed" means the information disclosed by or on behalf of Hibernia REIT: (i) in the Hibernia REIT Public Reports; (ii) in this Announcement; (iii) in any other public announcement, by or on behalf of Hibernia REIT (in each case) prior to the date of this Announcement; (iv) in the written responses to due diligence queries raised by or on behalf of Bidco and/or its advisors, (v) in the virtual dataroom hosted by Datasite in connection with the Acquisition on or prior to the date of this Announcement; or (v) as otherwise disclosed in writing by or on behalf of Hibernia REIT to Bidco (or its officers, employees, agents or advisers) prior to the date of this Announcement;

"Dividend" means a dividend of 3.4 cent per Hibernia REIT Share payable on a date to be confirmed and announced by Hibernia REIT, and which date will be in advance of the Effective Date, which dividend is not conditional upon the Acquisition;

"Dividend Record Date" means the date of entitlement of Hibernia REIT Shareholders to the Dividend, which date will be confirmed and announced by Hibernia REIT, and which date will be in advance of the Effective Date;

"EEA" means the European Economic Area;

"Effective" means in the context of the Acquisition: (i) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery to the Registrar of Companies of the Court Order together with the minute required by Section 86 of the Act confirming the Reduction of Capital and such Reduction of Capital having become effective upon the registration of the Court Order and minute by the Registrar of Companies; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the provisions of the Takeover Offer Document and the requirements of the Irish Takeover Rules;

"Effective Date" means (a) the date on which the Acquisition becomes Effective or (b) if the Acquisition is implemented by way of Takeover Offer, the Takeover Offer having become (or been declared) unconditional in all respects;

"Effective Time" means the time on the Effective Date at which the Court Order is delivered to, and a copy of the minute required by Section 86 of the Act is registered by, the Registrar of Companies or, as the case may be, the Takeover Offer becomes or is declared unconditional in all respects in accordance with the Takeover Offer Documents and the requirements of the Irish Takeover Rules;

"EGM Resolutions" means the resolutions to be proposed at the EGM for the purposes of approving and implementing the Scheme, the Reduction of Capital, changes to the Constitution and such other matters as Hibernia REIT reasonably determines to be necessary for the purposes of implementing the Acquisition or, subject to the consent of Bidco (which may not be unreasonably withheld, conditioned or delayed), desirable for the purposes of implementing the Scheme;

"End Date" means 25 September 2022 or such later date as Bidco and Hibernia REIT may, with the consent of the Irish Takeover Panel (if required), agree and (if required) the High Court may allow;

"EPRA" means the European Public Real Estate Association;

 "EPRA Net Tangible Assets" or "EPRA NTA" means a proportionally consolidated measure, representing the IFRS net assets excluding the mark-to-market on derivatives and related debt adjustments, the mark-to-market on the convertible bonds, the carrying value of intangibles as well as deferred taxation on property and derivative valuations, which includes the valuation surplus on trading properties and is adjusted for the dilutive impact of share options;

"EU" means the European Union;

"EU Merger Regulation" means Council Regulation (EC) No. 139/2004;

"euro" or "EUR" or "€" means the lawful currency of Ireland;

"Euronext Dublin" means the Irish Stock Exchange plc, trading as Euronext Dublin;

"Euronext Dublin Listing Rules" means the Euronext Dublin Listing Rules for companies published by Euronext Dublin;

"Euronext Dublin Market" means the Euronext Dublin Market operated by Euronext Dublin;

"Excluded Scheme Share" means the one Hibernia REIT Share to be allotted and issued to Bidco under the terms of the Transaction Agreement;

"Expenses Reimbursement Agreement" means the expenses reimbursement agreement dated 25 March 2022 between the Brookfield Funds, Bidco and Hibernia REIT, entry into which has been approved by the Irish Takeover Panel;

"Extraordinary General Meeting" or "EGM" means the extraordinary general meeting of the Hibernia REIT Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, expected to be convened as soon as the preceding Scheme Meeting shall have been concluded or adjourned (it being understood that if the Scheme Meeting is adjourned, the EGM shall be correspondingly adjourned);

"FCA" means the Financial Conduct Authority of the United Kingdom;

"Final Closing Date" means the date of a Takeover Offer having become (or having been declared) unconditional in all respects in accordance with the provisions of the Takeover Offer Document and the requirements of the Irish Takeover Rules;

"Final Recommendation Change Notice" means a written notice provided by the Hibernia REIT Board to Bidco in accordance with clause 5.2(e) of the Transaction Agreement;

"FSMA" means the Financial Services Markets Act 2000 of the United Kingdom (as it may have been, or may from time to time be, amended, modified, re-enacted or replaced);

"Goodbody" means Goodbody Stockbrokers UC;

"Governmental Body" means any Irish, UK or other foreign national or supranational, federal, state, local or other governmental or regulatory authority, agency, commission, board, body, bureau, arbitrator, arbitration panel, or other authority in any jurisdiction, including courts and other judicial bodies, or any competition, antitrust, foreign investment review or supervisory body, central bank or other governmental, trade or regulatory agency or body, securities exchange, stock exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of the foregoing, in each case, in any jurisdiction (provided it has jurisdiction over the applicable person or its activities or property);

"Hibernia REIT" means Hibernia REIT plc, a company incorporated in Ireland with registered number 531267, having its registered office at 1 WML, Windmill Lane, Dublin 2 D02F206, Ireland;

"Hibernia REIT Alternative Proposal" means any bona fide enquiry, approach, communication, expression of interest, proposal or bona fide offer made by any person (other than a proposal or firm intention to make an offer under Rule 2.5 of the Irish Takeover Rules by Bidco or any of its Concert Parties) in respect of:

(a) the acquisition of Hibernia REIT by scheme of arrangement or takeover offer;

(b) the direct or indirect acquisition by any person of 10% or more of the assets, taken as a whole, of the Hibernia REIT Group, measured by either book value or fair market value (including equity securities of any member of the Hibernia REIT Group);

(c) a merger, reorganisation, share exchange, consolidation, business combination, recapitalisation, dissolution, liquidation or similar transaction involving Hibernia REIT as a result of which the holders of Hibernia REIT Shares immediately prior to such transaction would not, in the aggregate, own at least 90% of the voting power of the surviving or resulting entity in such transaction immediately after consummation of such transaction; or

(d) the direct or indirect acquisition by any person (or the shareholders or stockholders of such person) of 10% or more of the voting power or the issued share capital of Hibernia REIT, including any offer or exchange offer that if consummated would result in any person beneficially owning shares with 10% or more of the voting power of Hibernia REIT;

"Hibernia REIT Board" means the board of directors of Hibernia REIT from time to time and for the time being;

"Hibernia REIT Change of Recommendation" has the meaning given to that term in clause 5.2(d)(ii) of the Transaction Agreement;

"Hibernia REIT Directors" means the members of the Hibernia REIT Board;

"Hibernia REIT Group" means Hibernia REIT and all of its Subsidiaries;

"Hibernia REIT Share Plan Shares" means the Hibernia REIT Shares issued or to be issued under the Hibernia REIT Share Plans;

"Hibernia REIT Public Reports" means the annual report and audited financial statements of Hibernia REIT for the 12 months ended 31 March 2021 and the unaudited statement of interim results of Hibernia REIT for the six months ended 30 September 2021;

"Hibernia REIT Shareholders" means the holders of Hibernia REIT Shares;

"Hibernia REIT Shares" means the ordinary shares of €0.10 each in the capital of Hibernia REIT;

"Hibernia REIT Share Plans" means the Hibernia REIT plc Long Term Incentive Plan 2018 and the Hibernia REIT plc Annual and Deferred Bonus Plan 2018;

"Hibernia REIT Superior Proposal" means a written bona fide Hibernia REIT Alternative Proposal (where each reference to 10% and 90% set forth in the definition of such term will be deemed to refer to 50%) that the Hibernia REIT Board determines in good faith (after consultation with Hibernia REIT's financial advisers and outside legal counsel) is more favourable to Hibernia REIT Shareholders than the Transactions, taking into account any revisions to the terms of the Transactions proposed by Bidco in accordance with clause 5.2(e) of the Transaction Agreement and such financial (including, where such Hibernia REIT Alternative Proposal is not in respect of an acquisition of the entire issued and outstanding share capital of Hibernia REIT, the total proceeds and value that may be due to Hibernia REIT Shareholders), regulatory, anti-trust, legal, structuring, timing and other aspects of such proposal (including, for the avoidance of doubt, the conditionality of any such proposal) as the Hibernia REIT Board considers to be appropriate;

"High Court" means the High Court of Ireland;

"Holding Company" has the meaning given to the term "holding undertaking" in Section 275 of the Act;

"IFRS" means International Financial Reporting Standards;

"Indebtedness" means Hibernia REIT's indebtedness with third parties in respect of its:

(a) unsecured revolving credit facility of €320 million provided by Bank of Ireland, Wells Fargo, Barclays Bank Ireland and Allied Irish Banks;

(b) private placement of senior notes issued in January 2019 in an amount of €75 million;

(c) private placement of senior notes issued in July 2021 in an amount of €125 million;

(d) indebtedness for borrowed money, whether current or funded, secured or unsecured, including that evidenced by notes, bonds, debentures or other similar instruments (and including all outstanding principal, prepayment premiums, if any, and accrued interest, fees and expenses related thereto);

(e) amounts owed with respect to drawn letters of credit;

(f) cash overdraft; and

(g) outstanding guarantees of obligations of the type described in Clauses (d) through (f) above;

"Ireland" means the island of Ireland, excluding Northern Ireland (the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone), and the word "Irish" will be construed accordingly;

"Irish Takeover Panel" means the Irish Takeover Panel established under the Takeover Panel Act;

"Irish Takeover Rules" means the Irish Takeover Panel Act 1997, Takeover Rules, 2013;

"Irrecoverable VAT" in relation to any person, any amount in respect of VAT which that person (or a member of the same VAT Group as that person) has incurred and in respect of which neither that person nor any other member of the same VAT Group as that person is entitled to a refund (by way of credit or repayment) from any relevant Tax Authority pursuant to and determined in accordance with Section 59 of the Value Added Tax Consolidation Act 2010 and any regulations made under that act or similar provision in any other jurisdiction;

"ISIN" means International Securities Identification Number;

"IV-A" means Brookfield Strategic Real Estate Partners IV-A Alexandrite AIV L.P. (a Bermuda exempted limited partnership) acting by its general partner BSREP IV Bermuda GP L.P. (itself a Bermuda exempted limited partnership) acting by its general partner BSREP IV Bermuda GP of GP Limited;

"IV-B" means Brookfield Strategic Real Estate Partners IV-B Alexandrite AIV L.P. (a Bermuda exempted limited partnership) acting by its general partner BSREP IV Bermuda GP L.P. (itself a Bermuda exempted limited partnership) acting by its general partner BSREP IV Bermuda GP of GP Limited;

"IV-C" means Brookfield Strategic Real Estate Partners IV-C (ER) SCSp, a special limited partnership (société en commandite spéciale) established under Luxembourg law, acting by its general partner Brookfield Strategic Real Estate Partners IV Lux GP S.à r.l.;

"Law" means any applicable national, federal, state, local, municipal, foreign, supranational or other law, statute, constitution, principle of common law, resolution, ordinance, code, agency requirement, licence, permit, edict, binding directive, decree, rule, regulation, judgment, order, injunction, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body;

"Listing Rules" means the Euronext Dublin Listing Rules and the UK Listing Rules;

"London Stock Exchange" means the Main Market of the London Stock Exchange;

"Meetings" means the Scheme Meeting and the Extraordinary General Meeting;

"Net Asset Value" or "NAV" means the measure shown in a company's balance sheet of all assets less all liabilities, which, in the case of Hibernia REIT, is measured consistently with IFRS as adopted in the EU, and in particular will include Hibernia REIT's property assets at their most recent independently assessed market values;

"Party" means each party to the Transaction Agreement;

"PRA" means the Prudential Regulation Authority;

"Properties" means the properties which are the subject of the valuation report prepared by the Valuer, set out in Appendix IV;

"Reduction of Capital" means the reduction of the entire issued share capital of Hibernia REIT by the cancellation of all Hibernia REIT Shares in issue other than the Excluded Scheme Share to be effected as part of the Scheme under Sections 84 to 86 of the Act;

"Registrar of Companies" means the Registrar of Companies in Dublin, Ireland, as defined in Section 2 of the Act;

"REIT" means a Real Estate Investment Trust, under section 705A of the Taxes Consolidation Act, 1997;

"Red Book" means the current edition of the Royal Institution of Chartered Surveyors Valuation - Global Standards and the RICS Valuation - Professional Standards as adopted by the Society of Chartered Surveyors in Ireland;

"Relevant Authority" means any Irish, UK or other foreign national or supranational, federal commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, or any competition, anti-trust or supervisory body or other governmental, regulatory agency or body or securities exchange including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, in any jurisdiction;

"Resolutions" means collectively, the Scheme Meeting Resolution and the EGM Resolutions, which will be set out in the Scheme Document;

"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available in that jurisdiction;

"RICS" means the Royal Institution of Chartered Surveyors;

"Sanction Date" has the meaning set out in paragraph 2.3 of Appendix I of this Announcement;

"Scheme" means the proposed scheme of arrangement under Chapter 1 of Part 9 of the Act and the Reduction of Capital to effect the Acquisition under the terms of the Transaction Agreement, on the terms (including the Conditions) and for the Consideration set out in this Announcement and on such other terms as the Parties mutually agree in writing, including any revision of the scheme of arrangement as may be so agreed between the Parties and, if required, by the High Court;

"Scheme Document" means a document (including any amendments or supplements thereto) to be distributed to Hibernia REIT Shareholders which shall contain, amongst other things: (i) the Scheme; (ii) the notice or notices of the Scheme Meeting and EGM; (iii) an explanatory statement as required by Section 452 of the Act with respect to the Scheme; (iv) such other information as may be required or necessary pursuant to the Act, the Irish Takeover Rules, the Listing Rules; and (v) such other information as Hibernia REIT and Bidco may agree;

"Scheme Meeting" means the meeting or meetings of the Hibernia REIT Shareholders or, if applicable, any class or classes of Hibernia REIT Shareholders (including as may be directed by the High Court under Section 450(5) of the Act) (and any adjournment of any such meeting or meetings) convened by (i) resolution of the Hibernia REIT Board or (ii) order of the High Court, in either case under Section 450 of the Act, to consider and vote on the Scheme Meeting Resolution;

"Scheme Meeting Resolution" means the resolution to be considered and voted on at the Scheme Meeting proposing that the Scheme, with or without amendment (but subject to such amendment being acceptable to each of Hibernia REIT and Bidco, except for a technical or procedural amendment which is required for the proper implementation of the Scheme and does not have a substantive consequence on the implementation of the Scheme);

"Scheme Recommendation" means the unanimous recommendation of the Hibernia REIT Board that Hibernia REIT Shareholders vote in favour of the Resolutions; 

"Scheme Record Date" means the last Business Day prior to the Effective Date (or such other day and/or time as is specified in the Scheme Document as the record time for determining those Hibernia REIT Shares that will be subject to the Scheme);

"Subsidiary" has the meaning given to the term "subsidiary undertaking" in Section 275 of the Act;

"Takeover Offer" means an offer in accordance with clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of Hibernia REIT (other than any Hibernia REIT Shares beneficially owned by any member of the Bidco Group (if any) or by any person Acting in Concert with Bidco (if any) not being a scheme of arrangement, including any amendment or revision thereto, the full terms of which will be set out in the Takeover Offer Document or, as the case may be, any revised offer document(s);

"Takeover Offer Document" means, if following the date of the Transaction Agreement, Bidco elects to implement the Acquisition by way of Takeover Offer in accordance with clause 3.6 of the Transaction Agreement, the documents to be despatched to Hibernia REIT Shareholders and others by or on behalf of Bidco (or such other entity as Bidco may elect) containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer, and as amended in such manner as Bidco (or such other entity as Bidco may elect) and Hibernia REIT may determine, and the Panel may agree, to be necessary to reflect the terms of the Takeover Offer) and certain information about Bidco (or such other entity) and Hibernia REIT and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

"Takeover Panel Act" means the Irish Takeover Panel Act 1997, as amended;

"Takeover Regulations" means the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006;

"Tax Authority" means any Governmental Body responsible for the assessment, collection or enforcement of laws relating to taxes or for making any decision or ruling on any matter relating to tax (including the Irish Revenue Commissioners);

"Transaction Agreement" means the Transaction Agreement, dated 25 March 2022, between the Brookfield Funds, Bidco and Hibernia REIT in relation to the implementation of the Scheme and the Acquisition;

"Transactions" means the transactions contemplated by the Transaction Agreement, including the Acquisition;

"UK" means the United Kingdom of Great Britain and Northern Ireland;

"UK Listing Rules" means the listing rules made by the FCA under Part VI of the FSMA;

"UK Market Abuse Regulation" means Regulation (EU) No 596/2014 (as it forms part of Retained EU Law (as defined in the UK European Union (Withdrawal) Act 2018);

"Valuer" means Savills Advisory Services (Ireland) Limited;

"VAT" means any tax imposed by any member state of the European Community in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC);

"VAT Group" a group as defined in Section 15 of the Value Added Tax Consolidation Act 2010 and any similar VAT grouping arrangement in any other jurisdiction; and

"Voting Record Time" means the time and date to be specified as the voting record time for the Scheme Meeting in the Scheme Document.

All amounts contained within this document referred to by "EUR","€" and or cent refer to euro.

Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

Words importing the singular shall include the plural and vice versa and words supporting the masculine shall include the feminine or neuter gender.

All times referred to in this Announcement are Irish times unless otherwise stated.

APPENDIX III

SOURCES AND BASES OF INFORMATION

In this Announcement, unless otherwise stated or the context otherwise requires, the bases of calculation and sources of information are as described below.

APPENDIX IV

Property Valuation Report of Savills Advisory Services (Ireland) Limited

pursuant to Rule 29.1(a) of the Irish Takeover Rules

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