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

Mar 30, 2016

Currentreport number:3/2016

Date:30 March 2016

Subject:Decisionon the intention to carry out a cross-border merger of GTC S.A. with itssubsidiary, i.e. GTC RH B.V. with its registered office in Amsterdam(the Netherlands), preparation of a plan of the cross-border mergerbetween the merging companies and the preparation of the Report ofManagement Board of GTC S.A. providing grounds for the merger.

TheManagement Board of "Globe Trade Centre" Spółka Akcyjna with itsregistered office in Warsaw (hereinafter: "GTC S.A." or the "Company") hereby announces that on 30 March 2016, in accordance withart. 5163Act of 15 September 2000 Commercial Companies Code(hereinafter: "CCC") a common plan of a cross-border mergerby acquisition (hereinafter: "Merger Plan") of GTC S.A. withits subsidiary, a corporation under Dutch law under the name GTC RH B.V.with its registered office in Amsterdam (hereinafter: "GTC RH"),whose 100% shares are owned by the Company (hereinafter: the "Merger")was drawn up. The signing of the Merger Plan by the Management Board ofGTC S.A. is tantamount to taking a decision on the intention to carryout a cross-border merger of GTC S.A. with GTC RH by acquisition.Moreover, on the same day the Management Board of GTC S.A. pursuant toArt. 5165CCC prepared a written report stating the groundsfor the Merger (hereinafter: "Report of the Management Board").

Accordingly,pursuant to § 5 sec. 1 item 14a) Regulation of the Minister of Financeof 19 February 2009 on current and periodic information published byissuers of securities and conditions for recognizing as equivalentinformation required by laws of a non-Member State (hereinafter: "RMF")the Management Board of GTC S.A. hereby submits information on thedecision of the intention of carrying out a cross-border merger of theissuer with another entity. Pursuant to § 20a in conjunction with § 19sec. 1 RMF the Company provides below the required details concerningthe merger planned:

1.Grounds for the decision to merge and information about long-term goalsto be achieved as a result of the actions taken.

Thedecision on the intention to carry out the cross-border merger of theCompany with GTC RH results from the belief of the Management Board thatthe merger is going to be the fastest and most effective way to simplifythe structure of a group of the affiliated companies of the Company(hereinafter: "GTC Group"). GTC RH, as a holding company,holds shares in companies established in other European countries(hereinafter: "Local Companies"), which GTC Group uses tocarry out business activities in those countries. The long-term goal ofthe Merger is to achieve greater control over Local Companies throughdirect ownership of 100% of their sharecapitalby the Company. The restructuring should bring the effect ofoptimization of management processes within GTC Group, reduction ofoperating costs of the merging companies by reducing administrativecosts and reduction of operating costs of GTC Group.

Reductionof fixed costs as a result of liquidation of supervisory/managementbodies of GTC RH, centralization of accounting and administration, aswell as the introduction of a common, integrated management system willresult in additional savings.

Moreover,the simplification of the ownership structure of GTC Group should have apositive impact on the perception of GTC Group by the financial andcapital markets and hence may result in increasing GTC S.A.'s ability toraise additional financing/capital from the market. Simplification ofthe structure will increase GTC Group's transparency for owners andinvestors, thereby facilitating the analysis and evaluation of thecurrent situation and the business development potential of GTC Group.

TheMerger is part of GTC Group's strategy aimed at reducing the cost ofoperation of particular companies within the group and reducingoperating costs at the consolidated/group level, which at the same timeshould also result in the achievement of synergies within a consolidatedGTC Group.

2.The manner of proposed merger including an indication of its legal basis.

TheMerger will be carried out in accordance with Art. 492 § 1 item 1 inconjunction with Art. 5161et seq., in particular Art. 51615§ 1 CCC by transferring all assets of GTC RH, as the acquired company,onto the Company, as the acquiring company, without liquidation of GTCRH (a cross-border merger by acquisition). The merger will be carriedout in accordance with the provisions of the CCC (in particular Art. 5161CCCet seq.) and other regulations of Polish law applicable in this respect,the Dutch regulations on cross-border mergers of capital companies andthe provisions of Directive 2005/56/EC of the European Parliament and ofthe Council of 26 October 2005 on cross-border mergers.

Asa result of the Merger, the Company will enter into all rights,obligations, assets and liabilities of GTC RH. Due to the Company'sownership of 100% of the share capital of GTC RH the merger will takeplace without increasing the share capital of the Company, in accordancewith Art. 515 § 1 in conjunction with Art. 516ą CCC and using asimplified mode, as defined in Art. 51615§ 1 CCC, inparticular, the merger plan will not be subject to examination by anauditor. As a result of the Merger GTC S.A. will not change its legalform, name or registered office, however, GTC RH will liquidated withoutcarrying out the liquidation procedure.

3.Indication of the entities to be merged including the basiccharacteristics of their activities.

Thefollowing companies are to be merged:

1."GLOBETRADE CENTRE" S.A.with its registered office in Warsaw(address: ul. Wołoska 5, 02-675 Warsaw, Poland) entered in the Registerof Entrepreneurs kept by the District Court for the capital city ofWarsaw, 13th Commercial Division of the National Court Register underKRS No 0000061500, NIP: 5270025113, REGON: 012374369, share capital ofPLN 46,021,647.80, fully paid - as the acquiring company.

TheCompany is a global developer, the parent company in the capital groupthat operates in the commercial real estate sector in Central, Easternand Southern Europe (i.e. GTC Group), focused on building and managementof office, retail and residential properties in Central and EasternEurope.

2.GTCRH B.V.with its registered office in Amsterdam (the Netherlands), address:Diakenhuisweg 11, 2033AP Haarlem, the Netherlands, entered in theCommercial Register of the Chamber of Commerce in the Netherlands underNo 34191622, with the share capital of EUR 18,000.00 - as the acquiredcompany.

GTCRH is a holding company with shares in companies established in otherEuropean countries, which GTC Group conducts development/ businessactivities though in those countries.

Moreover,pursuant to § 20a sec. 1 item 1 RMF the Company herewith encloses theMerger Plan developed and agreed in accordance with Art. 5163CCC jointly by the merging companies, as well as pursuant to § 20a sec.1 item 2 RMF, a written Report of the Management Board of the Company,prepared pursuant to Art. 5165CCC.

Theattached Report of the Management Board is also written position of theManagement Board with respect to the planned cross-border merger,including its grounds.

Thefollowing are enclosed hereto

1.theMerger Plan prepared pursuant to Art. 5163CCC withattachments:

a.Draftresolution of the General Meeting of Shareholders of GTC S.A. on themerger,

b.Draftresolution of the General Meeting of Shareholders of GTC RH on themerger,

c.Thecurrent version of the Articles of Association of GTC S.A. as theacquiring company.

2.theReport of the Management Board of GTC S.A. prepared pursuant to Art. 5165CCC.

Legalgrounds:§5 sec. 1 item 14a and § 20aofthe Regulation of the Council of Ministers of 19 February 2009concerning the submission of current periodical information by thesecurities' issuers and also the conditions of recognizing as equal theinformation demanded by the national lawful regulation of a countrywhich does not hold the membership in European Union