GTC - Globe Trade Centre S.A. — M&A Activity 2016

Apr 20, 2016

Subject: The first notification concerning the planned cross-bordermerger of GTC S.A. with its subsidiary, i.e. GTC RH B.V. with itsregistered seat in Amsterdam (the Netherlands).

The Management Board of "Globe Trade Centre" Spółka Akcyjna with itsregistered seat in Warsaw (hereinafter: "GTC SA" or "AcquiringCompany"), acting in accordance with the requirement of article 504 inconnection with article 5161 of the Act of 15 September 2000, theCommercial Companies Code (hereinafter: the "CCC"), hereby issues thefirst notification to Shareholders of GTC SA concerning the plannedcross-border merger by acquisition of GTC SA, as the acquiring company,with its subsidiary under the legal name GTC RH B.V., a companyestablished and operating under the laws of the Netherlands, with itsregistered seat in Amsterdam, the Netherlands (hereinafter: "GTC RH" or"Acquired Company"), as the acquired company (hereinafter: the "Merger").

The indication of merging companies:

It is intended to merger the following companies:

1. "GLOBE TRADE CENTRE" S.A. with its registered seat in Warsaw(address: Wołoska Street no 5, 02-675 Warsaw, Poland) entered into theentrepreneur register maintained by the District Court for the CapitalCity of Warsaw in Warsaw, XIII Commercial Division of the National CourtRegister under the KRS number 0000061500, NIP no.: 527-00-25-113, REGONno.: 012374369, share capital PLN 46,021,647.80 paid up in full - as theacquiring company,

2. GTC RH B.V. with its registered seat in Amsterdam, the Netherlands,address: Diakenhuisweg 11, 2033AP Haarlem, the Netherlands, registeredwith Trade Register of the Chamber of Commerce in the Netherlands underthe number 34191622, share capital: EUR 18,000.00 - as the acquiredcompany.

Information concerning the Merger method:

The Merger will be carried out in accordance with article 492 § 1 item 1in connection with article 5161 et seq., in particular article 51615 § 1of the CCC, by transferring all of the assets and liabilities of GTC RH,as the acquired company, to GTC RH, as the acquiring company, anddissolution of the Acquired Company without carrying out the liquidationprocedure (cross-border merger by acquisition). The Merger will becarried out in accordance with the provisions of the CCC, i.e. inaccordance with the provisions of Title IV, Division I (Merger ofcompanies), Chapter 1 (General provisions) and Section 1 of Chapter 21(Cross-border merger of capital companies) of the CCC (article 492 § 1point 1 in connection with article 5161 et seq., in particular article51615 § 1 of the CCC) and other regulations of Polish law applicable inthis respect, the Dutch regulations on cross-border mergers of capitalcompanies (in particular: the Dutch Civil Code, hereinafter referred toas: "DCC") and the provisions of Directive 2005/56/EC of the EuropeanParliament and of the Council of 26 October 2005 on cross-border mergersof limited liabilities companies.

The Merger shall be executed by:

(i) transferring to the Acquiring Company - as the sole shareholder ofthe Acquired Company - all of the assets and liabilities of the AcquiredCompany, by a way of universal legal succession and

(ii) dissolution of the Acquired Company without carrying out theliquidation procedure, pursuant to provisions of article 492 § 1 point 1in connection with article 5161 et seq., in particular article 51615 § 1of the CCC and of article 2:309 and article 2:311 DCC as well as theprovisions of article 2 (2) (c) of the Directive.

As a result of the Merger, GTC SA upon the Merger Date shall enter intoall rights and obligations, assets and liabilities of GTC RH, pursuantto the provisions of article 494 § 1 in connection with article 516ą ofthe CCC and article 2:309 DCC, and GTC RH will cease to exist withoutcarrying out the liquidation procedure, pursuant to article 493 § 1 inconnection with article 516ą of the CCC and article 2:311 DCC.

Due to the fact that the Acquiring Company holds all (100%) shares inthe share capital of the Acquired Company, the Merger shall be executedwithout increasing the share capital of the Acquiring Company, pursuantto article 515 § 1 in connection with article 516ą of the CCC, and inaccordance with the simplified procedure, as provided for in article51615 § 1 of the CCC, in particular without examination of the MergerPlan by the respective court expert. Additionally, due to application ofthe said simplified procedure, articles 5163 point 2,4,5,6 of the CCCand article 5166 of the CCC shall not apply to the Merger.

As a result of the Merger GTC SA shall not change its legal form, nameor registered seat and GTC RH shall cease to exist.

Relevant information regarding the Merger Plan, the way of making itavailable to the public, and the lack of obligation to announce theMerger Plan in Court and Economic Monitor:

The Merger shall be executed in accordance with the rules provided forin The Common Merger Plan of a cross - border merger by acquisition ofthe companies "Globe Trade Centre" Spółka Akcyjna and GTC RH B.V., drawnup and approved on by the Merging Companies pursuant to the provisionsof article 498 of the CCC in connection with article 5161 of the CCC andarticle 5163 of the CCC, as well as article 2:312 of the DCC on 30 March2016, which have been gratuitously made publicly available on GTC SA'swebsite, pursuant to article art. 5164 § 1 (second sentence) of the CCC:

• on the subpage of GTC SA's main website (http://gtc.com.pl/) named"Merger Plans" (direct link: http://gtc.com.pl/plany-polaczenia/,English version: http://gtc.com.pl/merger-plans/),

• on GTC SA's Investors' Centre website (http://ir.gtc.com.pl), wherethey have been published as attachments to current report:http://ir.gtc.com.pl/pl/reports/regulatory-reports/2016/30-03-16,

on 30 March 2016 and it will be available without interruptions, untilthe day of closing of the meeting at which the resolution on the Mergeris to be adopted, which is planned to be convened on 24 May 2016(hereinafter: the "Merger Plan").

According to article 5164 § 1 second sentence of the CCC, GTC SA is notobliged to announce the Merger Plan in Court and Economic Monitor, as itgratuitously made the Merger Plan publicly available on its website notlater than one month before the day of commencement of the ShareholdersMeeting, at which the resolution on the Merger is to be adopted, withoutinterruptions, until the day of closing of the meeting at which theresolution on the Merger is to be adopted

Regardless of the above, the Merger Plan has been announced in the formof a current report, as Current Report No 3/2016, in accordance with §20a section 2 point 1 of the Decree of the Ministry of Finance of 19February 2009 regarding current and periodical information submitted byissuers of securities and the conditions for approving as equivalentinformation, required by the law of a non-member state (consolidatedtext: Journal of Law of 2014, item 133 as amended).

Notification on the right to inspect the documents:

GTC SA informs, that pursuant to article 5167 § 1 in connection witharticle 504 § 2 point 2 of the CCC, the Shareholders and employees ofGTC SA are entitled to review / inspect the following documents(hereinafter jointly referred to as: "Merger Documents"):

1) the Merger Plan;

2) financial statements and reports of management boards on theactivities of the merging companies for the last three financial yearswith an opinion and report of an expert accountant, if such opinion orreport were prepared;

3) the Report of the Management Board of GTC SA justifying the merger

The Merger Documents will be available to the Shareholders and employeesof GTC SA from 20 April 2016, i.e. the day of issuance of thisnotification, to 24 May 2016, i.e. the day of commencement of theOrdinary Shareholders Meeting of GTC SA at which the resolutions on theMergers are to be adopted.

Additionally the Shareholders and employees of GTC SA are entitled todemand copies of Merger Documents being made available to them free ofcharge at the premises of GTC SA.

Due to the fact, that the change of GTC SA's premises / office of theManagement Board of GTC SA is planned, the Merger Documents will beavailable, from Monday to Friday from 10 am to 4 pm at current office /seat of GTC SA in Warsaw, at Wołoska Street no 5, 02-675 Warsaw, Poland,from 20 April until 16 May 2016, the day of changing the current officeto new office / seat of GTC SA at 17 Stycznia Street no 45a, 02-146Warsaw, Poland. From 16 May 2016 to 24 May 2016, the Merger Documentswill be available, from Monday to Friday from 10 am to 4 pm at the newoffice / seat of GTC SA in Warsaw, at 17 Stycznia Street no 45a, 02-146Warsaw, Poland.

Due to the fact that the Acquiring Company holds all of the shares(100%) in the share capital of the Acquired Company, the Merger Plan isnot subjected to examination by a court expert, pursuant to article51615 § 1 of the CCC. Consequently, the GTC SA's Shareholders andemployees will not be provided with the courts expert's opinion fortheir review, as such opinion will not be issued.

Notion:

Pursuant to the provisions of article 504 § 1 in connection with article5161 of the CCC, the Management Boards of the merging companies shallnotify the shareholders of the intention of the merger with anothercompany twice. The notification shall be made in the manner envisagedfor convening shareholders' meetings of GTC SA. Considering the factthat GTC SA is a public company, this notification is being madepursuant to article 4021 § 1 of the CCC, i.e. in a form of the currentreport and will be published on GTC SA's website.

This announcement is the first notification concerning the plannedmerger of the Acquiring Company and the Acquired Company.

Legal basis: § 5.1.14a of the Regulation of the Minister of Financedated 19 February 2009 on current and periodic information published byissuers of securities and on the conditions under which such informationmay be recognised as being equivalent to information required by thelaws of a state which is not a member state.