GTC - Globe Trade Centre S.A. — Capital/Financing Update 2017

May 9, 2017

Current report number: 7/2017

Date: 9 May 2017

Subject: Change of the draft of resolution No. 18 of the ordinarygeneral meeting of the shareholders of Globe Trade Centre S.A. convenedfor 16 May 2017 regarding inter alia the increase of the Company`s sharecapital

The management board of Globe Trade Centre SA (the "Company") herebyannounces a revised draft of the resolution No.18 of the ordinarygeneral meeting of the shareholders of the Company convened for 16 May2017 (the "General Meeting") regarding the increase of the Company'sshare capital through the issuance, solely to certain shareholders ofthe Company as of the dividend record date, of ordinary series L bearershares, the exclusion of all of the pre-emptive rights of the existingshareholders to all of the series L shares, the amendment of theCompany's statute, the application for the admission and introduction ofseries L shares and/or rights to series L shares to trading on theregulated market operated by the Warsaw Stock Exchange and thedematerialisation of series L shares and/or rights to series L shares("Resolution No. 18"). The change involves § 1 section 4, § 1 section 7,§ 3 section 1 and § 3 section 4 of Resolution No. 18 and has beenpresented below.

The wording of § 1 section 4 of Resolution No. 18 contained in theannouncement dated 19 April 2017 is as follows:

"4 The issue price of one Series L Share shall be determined by themanagement board by way of a resolution as the arithmetic average of theclosing share price of the shares in the Company on the main market ofthe Warsaw Stock Exchange in the period of 30 calendar days prior to theDividend Record Date, decreased by the amount of the dividend per shareindicated in the Dividend Resolution."

The new wording of §1 section 4 of Resolution No. 18 is as follows:

"4. The issue price of one Series L Share shall be determined by themanagement board by way of a resolution as the arithmetic average of thedaily volume-weighted average prices of the shares in the Company on themain market of the Warsaw Stock Exchange in the period of 10 sessiondays prior to the Dividend Record Date, decreased by the amount of thedividend per share indicated in the Dividend Resolution."

The wording of § 1 section 7 of Resolution No. 18 contained in theannouncement dated 19 April 2017 is as follows:

"7. The Series L Shares shall participate in dividends on the followingterms:

7.1 if the Series L Shares are registered for the first time on thesecurities accounts of shareholders by the dividend record date(including such date) on which the list of shareholders eligible toreceive dividends is determined, the Series L Shares will participate individend distributions starting from dividend distributions for theprevious financial year on terms equal to the other shares in theCompany, i.e. starting from 1 January of the financial year directlypreceding the financial year within which the Series L Shares wereregistered for the first time on the securities accounts ofshareholders; and

7.2 if the Series L Shares are registered for the first time on thesecurities accounts of shareholders on a date following the dividendrecord date on which the list of shareholders eligible to receivedividends is determined, the Series L Shares will participate individend distributions starting from the dividend distribution for thefinancial year within which the Series L Shares were registered for thefirst time on the securities accounts of shareholders, i.e. startingfrom 1 January of such financial year, on terms equal to the othershares in the Company."

The new wording of § 1 section 7 of Resolution No. 18 is as follows:

"7. The Series L Shares shall participate in dividend distributions madeafter the date on which they were registered for the first time on thesecurities accounts, whereas:

7.1 if the Series L Shares are registered for the first time on thesecurities accounts in the year of their issuance after the DividendRecord Date (including such date), the Series L Shares will participatein dividend distributions starting from the dividend distributionfalling after the Dividend Record Date, including the dividenddistribution for the financial year in which these shares wereregistered for the first time on the securities accounts, as well as individend distributions made in any subsequent years following the yearin which the Series L Shares were registered for the first time on thesecurities accounts, on the same terms as the other shares in theCompany;

7.2 if the Series L Shares are registered for the first time on thesecurities accounts in the year following their issuance date by thedividend record date (including such date) determined in a resolution ofthe annual general meeting of the Company regarding the distribution ofprofits, the Series L Shares will participate in dividend distributionsstarting from the dividend distribution falling after that dividendrecord date, including the dividend distribution for the financial yeardirectly preceding the year in which these shares were registered forthe first time on the securities accounts, as well as in dividenddistributions made in any subsequent years following the year in whichthe Series L Shares were registered for the first time on the securitiesaccounts, including the dividend distribution for the financial year inwhich these shares were registered for the first time on the securitiesaccounts, on the same terms as the other shares in the Company; and

7.3 if the Series L Shares are registered for the first time on thesecurities accounts in the year following their issuance date on a datefollowing the dividend record date determined in a resolution of theannual general meeting of the Company regarding the distribution ofprofits, the Series L Shares will participate in dividend distributionsstarting from the dividend distributions made in any subsequent yearsfollowing the year in which the Series L Shares were registered for thefirst time on the securities accounts, including the dividenddistribution for the financial year in which these shares wereregistered for the first time on the securities accounts, on the sameterms as the other shares in the Company."

The wording of § 3 section 1 of Resolution No. 18 contained in theannouncement dated 19 April 2017 is as follows:

"1 The management board is authorised to take any and all actionsrelated to the increase in the share capital referred to in thisresolution, to take any and all steps aimed at offering the Series LShares by way of a private issuance within the meaning of Article 431 §2.1 of the CCC and to determine the detailed terms of subscription forthe Series L Shares, including to set the date on which subscriptionoffers will be submitted and the date of signing by the Company ofsubscription agreements for the Series L Shares, provided that theconclusion by the Company of subscription agreements for the Series LShares will occur not earlier than on the Dividend Record Date and notlater than two days prior to the dividend payment date provided in theDividend Resolution."

The new wording of § 3 section 1 of Resolution No. 18 is as follows:

"1 The management board is authorised to take any and all actionsrelated to the increase in the share capital referred to in thisresolution, to take any and all steps aimed at offering the Series LShares by way of a private issuance within the meaning of Article 431 §2.1 of the CCC and to determine the detailed terms of subscription forthe Series L Shares, including to set the date on which subscriptionoffers will be submitted and the date of signing by the Company ofsubscription agreements for the Series L Shares, provided that theconclusion by the Company of subscription agreements for the Series LShares will occur no earlier than on the day immediately following theDividend Record Date and not later than two days prior to the dividendpayment date provided in the Dividend Resolution."

The wording of § 3 section 4 of Resolution No. 18 contained in theannouncement dated 19 April 2017 is as follows:

"4 The management board is authorised to, at any time, decide to abandonthe performance of this resolution, suspend the performance of thisresolution, abandon the private issuance within the meaning of Article431 §2.1 of the CCC, or suspend such private issuance. If the managementboard resolves to adopt a decision to suspend the private issuancewithin the meaning of Article 431 §2.1 of the CCC, it may refrain fromstating a new date for such private issuance as such date may bedetermined at a later date, subject to the deadline referred to in § 3section 1 of this resolution.."

The new wording of § 3 section 4 of Resolution No. 18 is as follows:

"4 The management board is authorised to (subject to receiving theSupervisory Board's consent expressed in the form of a resolution), atany time, decide to abandon the performance of this resolution, suspendthe performance of this resolution, abandon the private issuance withinthe meaning of Article 431 §2.1 of the CCC, or suspend such privateissuance. If the management board resolves to adopt a decision tosuspend the private issuance within the meaning of Article 431 §2.1 ofthe CCC, it may refrain from stating a new date for such privateissuance as such date may be determined at a later date, subject to thedeadline referred to in § 3 section 1 of this resolution.

The revised draft of Resolution No. 18 constitutes a schedule to thiscurrent report.

The remaining information regarding the convocation of the GeneralMeeting published in current report No. 5/2017 dated 19 April 2017remains unchanged.

Legal basis: Legal basis: § 38.1.3 of the Regulation of the Minister ofFinance dated 19 February 2009 on current and periodic informationpublished by issuers of securities and on the conditions under whichsuch information may be recognized as being equivalent to informationrequired by the laws of a state which is not a member state