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

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

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

The decision of the intention to carry out the cross-border merger of the Company with GTC REIU results from the belief of the Management Board that the Mergers is the fastest and most effective way to simplify the structure of a group of affiliated companies of the Company ("GTC Group"). GTC REIU is an indirect shareholder in operating companies active on the Ukrainian market (hereinafter: "Local Companies"), which GTC Group uses to carry out business activities. The long-term goal of the Merger is to obtain greater control over Local Companies by eliminating one of the intermediate levels of the ownership structure.

The restructuring should bring the effect of optimization of management processes within GTC Group, reduction of operating costs of the merging companies by reducing administrative costs and reduction of operating costs of GTC Group.

Reduction of fixed costs as a result of liquidation of supervisory/management bodies of GTC REIU, centralization of accounting and administration, as well as the introduction of a common, integrated management system will result in additional savings.

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

The Merger is part of GTC Group's strategy aimed at reducing the cost of operation of particular companies within the group and reducing operating costs at the consolidated/group level, which at the same time should also result in the achievement of synergies within a consolidated GTC Group.

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

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

As a result of the Merger, the Company will enter into all rights, obligations, assets and liabilities of GTC REIU. Due to the Company's ownership of 100% of the share capital of GTC REIU the merger will take place without increasing the share capital of the Company, in accordance with Art. 515 § 1 in conjunction with Art. 516¹ CCC and using a simplified mode, as defined in Art. 516¹⁵ § 1 CCC, in particular, the merger plan will not be subject to examination by an auditor. As a result of the Merger GTC S.A. will not change its legal form, name or registered office, however, GTC REIU will liquidated without carrying out the liquidation procedure.

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

The following companies are to be merged:

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

The Company is a global developer, the parent company in the capital group that operates in the commercial real estate sector in Central, Eastern and Southern Europe (i.e. GTC Group), focused on building and management of office, retail and residential properties in Central and Eastern Europe.

2. GTC Real Estate Investments Ukraine B.V. with its registered office in Amsterdam (the Netherlands), address: Diakenhuisweg 11, 2033AP Haarlem, the Netherlands, entered in the Commercial Register of the Chamber of Commerce in the Netherlands under No 34246994, with the share capital of EUR 20,000.00.

GTC REIU is a company indirectly holding shares in companies operating on the Ukrainian market, which GTC Group carries out development/business activities through in this country.

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

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

The following are enclosed hereto

1. the Merger Plan prepared pursuant to Art. 516³ CCC with attachments:
• Draft resolution of the General Meeting of Shareholders of GTC S.A. on the merger,
• Draft resolution of the General Meeting of Shareholders of GTC REIU on the merger,
• The current version of the Articles of Association of GTC S.A. as the acquiring company.
2. the Report of the Management Board of GTC S.A. prepared pursuant to Art. 516⁵CCC.

Legal grounds: § 5 sec. 1 item 14a and § 20a of the Regulation of the Council of Ministers of 19 February 2009 concerning the submission of current periodical information by the securities’ issuers and also the conditions of recognizing as equal the information demanded by the national lawful regulation of a country which does not hold the membership in European Union

• Merger Plan
• Report of the Management Board of GTC S.A. prepared pursuant to Art. 516⁵CCC

30.03.2016  15:54