NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY BE SUBJECT TO RESTRICTIONS OR PROHIBITED BY LAW

STATEMENT OF THE MANAGEMENT BOARD

of Globe Trade Centre S.A. with its registered seat in Warsaw

regarding the proposed share capital increase by way of a rights issue

On 15 September 2014, an extraordinary general meeting of the shareholders of Globe Trade Centre S.A. (the “Company”) was convened. The announcement on the convocation of such general meeting contains, inter alia, a draft of resolution No. 4 regarding the increase of the Company’s share capital by way of a rights issue of ordinary bearer shares, on conducting a public offering of newly-issued shares, on setting the record date for the pre-emptive rights related to the newly-issued shares as 16 December 2014, on the dematerialisation and seeking the admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange of the pre-emptive rights, rights to shares and newly-issued shares, and on amending the Company’s statute (the “Issue Resolution”).

In connection with the share capital increase by way of the issuance of series K shares pursuant to the Issue Resolution (the “Offering”), the management board hereby declares that it is its intention to use the net proceeds from the Offering to realize its new strategy of acquiring yielding properties where GTC will unlock value add potential capitalizing on its regional platform and asset management skills in addition to organic growth from the existing portfolio.

The investments will be reviewed and acquired based on the following target criteria:

  • institutional grade office and retail assets;
  • located in Warsaw or secondary cities in Poland and in the capital cities of CEE and SEE countries;
  • cash generation ability;
  • potential growth of net operating income at a level of up to 30% through pre-leasing, improvement in occupancy and rental rates, and repositioning;
  • return on equity: initially at the low teens level; and
  • potential to increase return on equity to the mid-teens through active asset management.

It is planned for the Offering proceeds to be invested or committed in a period of up to 18 months from the completion of the Offering. In case the Company during this period will have invested or committed less than 90% of the Offering proceeds for investments as outlined above, the Company will institute a share buyback programme in the amount of the remaining non-committed Offering proceeds, with the buyback price per share not lower than to the Offering price plus 3M WIBOR over the outstanding period.

The investments financed with the proceeds from the Offering will be selective and will be evaluated based on the market opportunity and assumed potential return on investment. The Company may invest alone or may co-invest with partners, which will allow for increased portfolio diversification and scope.

The Management Board will also recommend to the Supervisory Board to establish an Investment Committee (“IC”), with the recommendation that the majority of its members shall be independent members of the Supervisory Board. The IC will (i) oversee the investment of the Offering proceeds; and (ii) review and approve individual acquisition proposals put forward by the Management Board.

Legal disclaimer

The information disclosed herein constitutes the fulfilment of disclosure obligations to which Globe Trade Centre S.A. (the “Company”) is subject, is for information purposes only and under no circumstances shall constitute the basis for any decision to invest in the securities of the Company. After its approval by the Polish Financial Supervision Authority, the prospectus (the “Prospectus”) prepared in connection with the public offering of the Company’s securities in Poland (the “Offering”) and the seeking of the admission and introduction of such securities to trading on the main market of the Warsaw Stock Exchange will be the sole legally binding document containing information on the Company and the offering of the Company’s securities in Poland. The Prospectus will be published in line with applicable provisions of law.

The information disclosed herein is for informational and promotional purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such offer or solicitation is unlawful. The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of the Company’s securities will be made in the United States.

It may be unlawful to distribute this document in certain jurisdictions. In particular, this document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale.

Legal basis: Art. 56 section 1 item 2 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005