The Management Board of Globe Trade Centre Spółka Akcyjna (the “Company”) announces that on 14 February 2014 the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, registered the amendment to the Company’s articles of association introduced by way of a resolution of the Extraordinary General Meeting of the Company dated 9 January 2014 regarding the increase of the Company’s share capital through the issuance of ordinary series J bearer shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all of the Series J Shares, the amendment of the Company’s statute, the application for the admission and introduction of the Series J Shares and the rights to the Series J Shares to trading on the regulated market operated by the Warsaw Stock Exchange, and the dematerialisation of the Series J Shares and the rights to the Series J Shares. The amendment to the articles of association involved the increase of the Company’s share capital from PLN 31,937,299 to PLN 35,131,028.80 through the issuance of 31,937,298 series I ordinary bearer shares in the Company with a nominal value of PLN 0.10 (ten groszy) each.

As of the date of publication of this current report, the overall number of votes attached to all of the issued shares in the Company following the registration of the share capital increase amounts to 351,310,288, while the share capital is divided into 351,310,288 shares in the Company having a nominal value of PLN 0.10 (ten groszy) each, including: (i) 139,286,210 series A shares; (ii) 1,152,240 series B shares; (iii) 235,440 series B1 shares; (iv) 8,356,540 series C shares; (v) 9,961,620 series D shares; (vi) 39,689,150 series E shares; (vii) 3,571,790 series F shares; (viii) 17,120,000 series G shares; (ix) 100,000,000 series I shares; and (x) 35,131,028 series J shares.

Concurrently, the management board of the Company informs that, in connection with the incorrect entry in the Register of Business Entities of the National Court Register, namely the failure to state, contrary to the application of the Company, in column 8: the new value of the share capital, the new number of shares of all issues and the new value of the paid-up capital, and in column 9, the incorrect number of the series J shares, the Company’s management board will immediately file with the court a motion for the correction of an obvious error in the court’s decision on the basis of Art. 350 § 1 in connection with Art. 361 and Art. 13 § 2 of the Polish Civil Procedure Code which may impact the proceedings before the National Depository of Securities as far as registration of the shares of the new issue (the series J shares) in the securities accounts or the omnibus accounts of the holders of rights to the above-mentioned shares.

Moreover, the Management Board of the Company presents the amendments introduced to the Company’s articles of association below:

Existing wording of Article 6 section 2 of the Company’s articles of association:

“2.    The share capital amounts to PLN 31,937,299 (thirty-one million, nine hundred and thirty-seven thousand, two hundred and ninety-nine) and is divided into:

a)              139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand, two hundred and ten) series A shares having a nominal value of PLN 0.10 (ten groszy) each;

b)              1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty) series B shares having a nominal value of PLN 0.10 (ten groszy) each;

c)              235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares having a nominal value of PLN 0.10 (ten groszy) each;

d)              8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty) series C shares having a nominal value of PLN 0.10 (ten groszy) each;

e)              9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty) series D Shares having a nominal value of PLN 0.10 (ten groszy) each;

f)               39,689,150 (thirty nine million, six hundred and eighty-nine thousand, one hundred and fifty) series E shares having a nominal value of PLN 0.10 (ten groszy) each;

g)              3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and ninety) series F shares having a nominal value of PLN 0.10 (ten groszy) each;

h)              17,120,000 (seventeen million, one hundred and twenty thousand) series G shares having a nominal value of PLN 0.10 (ten groszy) each; and

i)               100,000,000 (one hundred million) series I shares having a nominal value of PLN 0.10 (ten groszy) each.”

New wording of Article 6 section 2 of the Company’s articles of association:

“2.    The share capital amounts to PLN 35,131,028.80 (thirty-five million, one hundred and thirty-one thousand, twenty-eight zloty and eighty groszy) and is divided into:

a)                139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand, two hundred and ten) series A shares having a nominal value of PLN 0.10 (ten groszy) each;

b)                1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty) series B shares having a nominal value of PLN 0.10 (ten groszy) each;

c)                235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares having a nominal value of PLN 0.10 (ten groszy) each;

d)                8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty) series C shares having a nominal value of PLN 0.10 (ten groszy) each;

e)                9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty) series D Shares having a nominal value of PLN 0.10 (ten groszy) each;

f)                             39,689,150 (thirty-nine million, six hundred and eighty-nine thousand, one hundred and fifty) series E shares having a nominal value of PLN 0.10 (ten groszy) each;

g)                3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and ninety) series F shares having a nominal value of PLN 0.10 (ten groszy) each;

h)                17,120,000 (seventeen million, one hundred and twenty thousand) series G shares having a nominal value of PLN 0.10 (ten groszy) each;

i)                            100,000,000 (one hundred million) series I shares having a nominal value of PLN 0.10 (ten groszy) each; and

j)                             31,937,298 (thirty-one million, nine hundred and thirty-seven thousand, two hundred and ninety-eight) series J shares having a nominal value of PLN 0.10 (ten groszy) each.

Disclaimer:

This announcement was prepared in accordance with Article 56.1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (the “Act on Public Offering”). This announcement is for information purposes only and is made to satisfy the information requirements with which Globe Trade Centre S.A. as a public company the shares in which are admitted and introduced to trading on the regulated market operated by the Warsaw Stock Exchange must comply; furthermore, it does not constitute or form any part of any 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 to purchase or subscribe for such securities.

This announcement does not constitute any promotional campaign as set forth in Article 53.1 of the Act on Public Offering.

In particular, this announcement is not intended for distribution, whether directly or indirectly, from or to the United States of America or other jurisdictions where such distribution, publication or use is prohibited by law. The securities referred to in this announcement 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 the United States of America solely under an exemption or as part of transactions which are not covered by the registration requirements under the U.S. Securities Act.

Legal basis: § 5.9 and § 38.1.2 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical disclosure by issuers of securities and conditions for recognising as equivalent the information that is required by the laws of a non-member state.

 

The content of the Company’s articles of association