GTC - Globe Trade Centre S.A. — Capital/Financing Update 2021

Dec 14, 2021

Globe Trade Centre S.A. concludes a placement agreement and commencesthe book-building process for an offering by way of private subscriptionof new Series O shares

THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOTFOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDINGDIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITEDSTATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCHPUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS CURRENT REPORT IS PUBLISHED TO SATISFY THE INFORMATIONREQUIREMENTS WITH WHICH GLOBE TRADE CENTRE S.A. AS A PUBLIC COMPANY THESECURITIES IN WHICH ARE ADMITTED TO TRADING ON A REGULATED MARKET MUSTCOMPLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE DISCLAIMER AT THE END OF THIS CURRENT REPORT.

The management board of Globe Trade Centre S.A. with its registeredoffice in Warsaw (the _quot;Issuer_quot; or the _quot;Company_quot;) announces that on 14December 2021 the Company and Erste Group Bank AG, Santander Bank PolskaS.A. - Santander Biuro Maklerskie and Wood _amp; Company Financial Services,A.S. (jointly, the "Global Coordinators", _quot;Joint Bookrunners_quot;) enteredinto a conditional share placement agreement (the _quot;PlacementAgreement_quot;), and that the process of book-building commenced for aprivate subscription of no more than 97,111,024 Series O ordinary bearershares (the _quot;Series O Shares_quot;, the _quot;New Shares_quot;), to be issued by theCompany (the _quot;Offer_quot;).

The Offer of New Shares is conducted on the terms set out in resolutionNo. 28 of the annual general shareholders' meeting dated 29 June 2021regarding the increase of the Company's share capital through theissuance of ordinary series O bearer shares, the exclusion of all of thepre-emptive rights of the existing shareholders to all of the series Oshares, the amendment of the Company's statute, the application for theadmission and introduction of the series O shares and/or rights toseries O shares to trading on the regulated market operated by theWarsaw Stock Exchange and the dematerialisation of the series O sharesand/or rights to series O shares (the _quot;Issue Resolution_quot;) and in theresolution of the management board dated 14 December 2021 regarding theterms and conditions of the subscriptions for, and allocation andoffering of the series O shares in the Company ("MB Resolution").

The book-building process for the New Shares will commence immediatelyafter the publication of this current report, and it will be conductedas an accelerated book-building process on the terms described below.

The New Shares will be offered in the territory of Poland in a publicoffer addressed exclusively to: (a) qualified investors within themeaning of Article 1 Section 4(a) of the Regulation (EU) 2017/1129 ofthe European Parliament and of the Council of 14 June 2017 on theprospectus to be published when securities are offered to the public oradmitted to trading on a regulated market, and repealing Directive2003/71/EC (the "Prospectus Regulation"); or (b) investors acquiringsecurities with a total value of at least EUR 100,000 per investor,referred to in Article 1 Section 4(d) of the Prospectus Regulation,including the Eligible Investors (as defied below) within the meaning ofthe Issue Resolution. Admission of Series O Shares and, subject to thesatisfaction of the regulatory requirements for such admission andintroduction, also the admission and introduction of rights to Series OShares (_quot;RTS_quot;) to trading on the regulated market operated by the WarsawStock Exchange (the _quot;WSE_quot;), will not require the Company to prepare orpublish an issue prospectus or other information or offering documentwithin the meaning of the relevant regulations. The Offer will take theform of a public offering in Poland without the obligation to publish aprospectus within the meaning of the applicable laws or otherinformation or offering document for the purpose of the Offer, orpursuant to the exemption from the obligation to conduct a prospectus,filing, registration or similar process in another jurisdiction. Nopublic offering will be carried out in any jurisdiction other thanPoland. Outside of Poland, the New Shares may only be offered and soldby a private placement to: ((i) qualified institutional buyers ("QIBs")in the United States of America in a private placement under Section4(a)(2) under the U.S. Securities Act of 1933 (the "Securities Act") oranother transaction exempt from the registration requirement under theSecurities Act; and (ii) institutional investors outside the UnitedStates of America in accordance with Regulation S under the SecuritiesAct.

The investors to whom the offers will be made to subscribe for the NewShares in a private placement within the meaning of Article 431 § 2Clause 1 of the Commercial Companies Code, will be selected based on theoutcome of the book-building process. The invited investorsparticipating in the book-building process will submit theirdeclarations of interest to the Joint Bookrunners. The declarations ofinterest will specify, in particular, the proposed issue price and thenumber of the New Shares that the investor is willing to subscribe for.In order to participate in the bookbuilding process, each investorshould conclude (if not already a party to such an agreement) anappropriate agreement for acceptance and transmission of orders with theJoint Bookrunners.

The Company's shareholders who satisfy the criteria set out in the IssueResolution (the _quot;Eligible Investors_quot;) and participate in thebook-building process will enjoy priority rights to subscribe for theNew Shares on the terms set out in the Issue Resolution. According tothe Issue Resolution, upon satisfying the requirements stipulatedtherein, the Eligible Investors who at the end of 13 June 2021, i.e. therecord date of this annual general shareholders' meeting (the "ReferenceDay") hold shares in the Company, the joint nominal value of whichconsists of more than 0.3% of the Company's share capital, will have apriority right to acquire New Shares in a number that enables them tomaintain their share in the total number of votes at the general meetingof the Company at least at the same level as that held as at theReference Day before the other investors.

In order to exercise the priority right to subscribe for the New Shareson the terms set out in the Issue Resolution, the Eligible Investorsshould (i) document their shareholding as at the close of business onReference Day during the book-building process by either (a) submittinga certificate or certificates on the shares held, issued by theinvestment company keeping the securities account of the EligibleInvestor, or (b) registering for such shareholders' meeting with a givennumber of shares; and (ii) declare their intention to subscribe for theSeries O Shares for a price not lower than the issue price of the SeriesO Shares determined by the management board.

On 14 December 2021, the Company and the Joint Bookrunners received anundertaking from GTC Holding Z_#225;rtkör_#369;en M_#369;köd_#337; R_#233;szv_#233;nyt_#225;rsas_#225;g and/orGTC Dutch Holdings B.V., pursuant to which GTC Holding Z_#225;rtkör_#369;en M_#369;köd_#337;R_#233;szv_#233;nyt_#225;rsas_#225;g and/or GTC Dutch Holdings B.V. have agreed to subscribefor the New Shares for the PLN equivalent of EUR 55 million, providedthat the above shareholders may under no circumstances jointly exceedthe threshold of 66% of the total number of votes in the Company as aresult of such subscription.

The issue price of the New Shares will be determined by the managementboard of the Company in consultation with the Joint Bookrunnersprimarily based on the results of the book-building process amonginstitutional investors, taking into consideration all circumstancesthat affect the determination of the issue price, including, first ofall, the macroeconomic and economic situation, the trend prevailing onthe equity markets at the time of the book-building for the New Shares,the financial standing of the Company at the time of the public offeringof the New Shares, current developments and their impact on theprospects of the Company's business, as well as based on therecommendations of the Joint Bookrunners involved in the offering and inthe book-building for the New Shares. The issue price of the Series OShares shall not be lower than the arithmetic average of dailyvolume-weighted average prices of the shares in the Company on theregulated market operated by the Warsaw Stock Exchange (Giełda PapierówWartościowych w Warszawie S.A.) in the ten session days preceding thedate of the determination of the issue price for the Series O Shares,decreased by a discount (if any), such discount to be approved by thesupervisory board of the Company and not to exceed 10%.

Promptly upon the Company making public, in the form of a currentreport, the set issue price of the New Shares and the number of Series Oshares which will offered for subscription by the Company to investors,the Company will proceed to the execution of agreements to take up theNew Shares (subscription agreements for the New shares) and investorswill be required to pay the issue price for the New Shares they take up.

As set out in the MB Resolution and the Placement Agreement, the Offercomprises 55,000,000 New Shares, although the Management Board maydecide to increase this number by 42,111,024 if demand for the NewShares is, in the opinion of the Management Board, satisfactory. In noevent will more than 97,111,024 New Shares, i.e. the maximum number ofshares pursuant to the Issue Resolution, be offered.

It is anticipated that the agreements to take up Series O Shares will beexecuted by the investors by 21 December 2021 and the cash payments forthe New Shares will be made to the bank account held with one of theJoint Bookrunners within the time limits specified in the agreements totake up such New Shares, i.e., as a rule, 21 December 2021 and will bereleased to the Company after the registration of the Company's sharecapital increase and the issue of the New Shares by the relevantregistry court. Given the upcoming year-end, it cannot be excluded thatthe date of the registration of rights to shares on investors' accountswill be delayed until January 2022.

Pursuant to the Placement Agreement, the Joint Bookrunners agreed toprovide services to the Company for the purpose of the placement of theNew Series on the terms set out in that agreement, and in particular touse their best efforts to solicit potential investors and solicit thesubscriptions for the shares by such investors. The Placement Agreementdoes not constitute an obligation on the part of the Joint Bookrunnersto purchase or sell any financial instruments and does not guarantee theadmission and/or introduction of the financial instruments to theorganized system of trading, the conduct of the Offer or placement orany part of any other financial instruments of the Company. ThePlacement Agreement contains standard conditions precedent to the JointBookrunners' undertakings encountered in such agreements entered into inconnection with transactions similar to the offer of the New Shares,including conditions related the occurrence of a material adverse changein the Company's situation, as well as defining the conditions for itstermination that are typical for this kind of agreements. Pursuant tothe Placement Agreement, the Joint Bookrunners may terminate theagreement in the events specified therein and specifically in asituation where any of the representations and warranties of the Companymade in the Placement Agreement appear to be inconsistent with thefactual or legal status, or if there is a significant change in thesituation on the financial markets that adversely affects thepossibility of conducting the Offer. The Placement Agreement alsocontains representations and warranties concerning the Issuer and itsoperations, within the standard scope of such representations andwarranties made by the issuers of securities in such agreements relatedto transactions similar to the New Shares. On the terms defined in thePlacement Agreement, the Joint Bookrunners and other persons named inthe Placement Agreement will be indemnified and held harmless againstcertain claims, liabilities or costs that might be sought from or raisedagainst any of the Joint Bookrunners or other designated persons inconnection with the Placement Agreement (indemnity clause).

The Issuer has agreed not to issue, sell or offer shares without theconsent from the Joint Bookrunners within 90 days of the initial listingdate of the RTS, subject to customary exemptions.

Disclaimer:

This current report was prepared in accordance with Art. 17(1) ofRegulation of the European Parliament and Council (EU) No. 596/2014 onmarket abuse (market abuse regulation) and repealing Directive 2003/6/ECof the European Parliament and Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (inside information) and Article56.1 section 2 of the Polish Act on Public Offering, the ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies dated 29 July 2005 (the "Act on PublicOffering").

This current report is for information purposes only and is made tosatisfy the information requirements with which Globe Trade Centre S.A.as a public company the shares in which are admitted and introduced totrading on the regulated market operated by the Warsaw Stock Exchangemust comply; furthermore, it does not (i) constitute or form any part ofany offer or invitation to directly or indirectly subscribe for,underwrite or otherwise acquire securities of Globe Trade Centre S.A.,with its registered seat in Warsaw, or any solicitation of any offer topurchase or subscribe for such securities or (ii) representadvertisement or promotional material prepared or published by theCompany for the purpose of promoting the securities of Globe TradeCentre S.A. or their subscription, purchase or offering or for thepurpose of encouraging an investor, whether directly or indirectly, toacquire or subscribe for such securities.

This current report is not an advertisement referred to in Article 22 ofthe Regulation (EU) 2017/1129 of the European Parliament and of theCouncil of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.

In particular, this current report and the information contained in itis not intended for publication, release, transmission, distribution orforwarding, whether directly or indirectly, from or to the United Statesof America or other jurisdictions where such distribution, publicationor use is prohibited by law. The securities referred to in this currentreport have not been and will not be registered under the U.S.Securities Act of 1933, as amended, and may be offered or sold in theUnited States of America solely under an exemption or as part oftransactions which are not covered by registration requirements underthe U.S. Securities Act.

Legal basis: Art. 17(1) of Regulation of the European Parliament andCouncil (EU) No. 596/2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (insideinformation).