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GTC - Globe Trade Centre S.A. Major Shareholding Notification 2017

Jul 10, 2017

5627_rns_2017-07-10_f1bc3138-7600-4894-bfd1-0b364600ec5a.html

Major Shareholding Notification

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Subject: Notifications of changes in the shareholding of Globe TradeCentre S.A. by at least 1% received from LSREF III GTC Investments B.V.and Lone Star Real Estate Partners III L.P.

The management board of Globe Trade Centre S.A. (the "Company") herebyannounces that it received notifications of a change in the shareholdingof the Company by at least 1% of the votes in the Company as a result ofthe subscription for newly issued shares of the Company as at 28 June2017 (the "Notifications") from:

• LSREF III GTC Investments B.V. ("LSREF III"); and

• Lone Star Real Estate Partners III L.P. ("Lone Star" and together withLSREF III, the "Notifying Parties").

In the Notifications, the Notifying Parties announced that:

• as of the date of the last notifications, LSREF III directly and LoneStar indirectly (through LSREF III), held 275,049,658 ordinary shares inthe Company, which jointly constituted 59.77% of its share capital andentitled the Notifying Parties to exercise 275,049,658 votes at thegeneral meeting of the Company, i.e. 59.77% of the total number of votesat the general meeting of the Company;

• immediately prior to this notifications, LSREF III directly and LoneStar indirectly (through LSREF III), held 279,060,380 ordinary shares inthe Company, which jointly constituted 60.64% of its share capital andentitled the Notifying Parties to exercise 279,060,380 votes at thegeneral meeting of the Company, i.e. 60.64% of the total number of votesat the general meeting of the Company;

• on 7 June 2017, LSREF III subscribed for 8,456,375 L-series bearershares issued pursuant to a resolution of the ordinary general meetingdated 16 May 2017; on 28 June, the amendment of the Company's articlesof associate regarding the increase of the share capital through theissuance of 10,087,026 L-series bearer shares was registered by theregistry court;

• as of 28 June 2017, LSREF III acquired in total 8,456,375 newly issuedL-series bearer shares in the Company, which were issued as a result ofthe increase of the share capital of the Company, thereby increasing itsshare of the vote in the Company to 61.13% (the "Acquisition"). Theacquisitions of shares settled before 28 June 2017 did not result inreaching the statutory threshold of 1%. Therefore, the first Acquisitioneffected on 28 June 2017 triggered the notification obligation;

• as at the date of the Notifications, following the Acquisition, LSREFIII directly and Lone Star indirectly (through LSREF III), hold287,516,755 ordinary shares in the Company, which jointly constituted61.13% of its share capital and entitled the Notifying Parties toexercise 287,516,755 votes at the general meeting of the Company, i.e.61.13% of the total number of votes at the general meeting of theCompany.

LSREF III announced that there are no subsidiaries thereof holding anyshares in the Company, whereas Lone Star announced that the followingentities controlled thereby hold shares in the Company: LSREF III(directly), LSREF3 GTC Holdings S.a.r.l. (indirectly) , Lone StarCapital Investments S.a.r.l. (indirectly), Lone Star Global Lendings IIILimited (indirectly), Lone Star Real Estate Fund III (U.S.), L.P.(indirectly) and Lone Star Real Estate Fund III (Bermuda), L.P.(indirectly).

The Notifying Parties further stated that:

• with respect to both Notifying Parties, there are no persons referredto in Article 87 section 1 point 3 letter c of the Polish Act on PublicOffering, the Conditions Governing the Introduction of FinancialInstruments to Organised Trading, and on Public Companies of 29 July2005 (amended and restated: Journal of Laws of 2013, item 1382);

• none of the entities listed above hold financial instruments referredto in Article 69b section 1 of the Polish Act on Public Offering, theConditions Governing the Introduction of Financial Instruments toOrganised Trading, and on Public Companies of 29 July 2005 (amended andrestated: Journal of Laws of 2013, item 1382);

• the total number of votes allotted to LSREF III directly and Lone Starindirectly, as indicated in Article 69 section 4 point 2,7 and 8 of thePolish Act on Public Offering, the Conditions Governing the Introductionof Financial Instruments to Organised Trading, and on Public Companiesof 29 July 2005 (amended and restated: Journal of Laws of 2013, item1382),is 279,060,380, constituting 60.64% of the number of votes in theCompany.

Legal basis: Art. 70 section 1 of the Polish Act on Public Offering, theConditions Governing the Introduction of Financial Instruments toOrganised Trading, and on Public Companies of 29 July 2005 (amended andrestated: Journal of Laws of 2013, item 1382).