The management board of Globe Trade Centre SA (the “Company”) hereby announces a revised draft of the resolution No.18 of the ordinary general meeting of the shareholders of the Company convened for 16 May 2017 (the “General Meeting”) regarding the increase of the Company's share capital through the issuance, solely to certain shareholders of the Company as of the dividend record date, of ordinary series L bearer shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all of the series L shares, the amendment of the Company's statute, the application for the admission and introduction of series L shares and/or rights to series L shares to trading on the regulated market operated by the Warsaw Stock Exchange and the dematerialisation of series L shares and/or rights to series L shares (“Resolution No. 18”). The change involves § 1 section 4, § 1 section 7, § 3 section 1 and § 3 section 4 of Resolution No. 18 and has been presented below.

The wording of § 1 section 4 of Resolution No. 18 contained in the announcement dated 19 April 2017 is as follows:

“4         The issue price of one Series L Share shall be determined by the management board by way of a resolution as the arithmetic average of the closing share price of the shares in the Company on the main market of the Warsaw Stock Exchange in the period of 30 calendar days prior to the Dividend Record Date, decreased by the amount of the dividend per share indicated in the Dividend Resolution.”

The new wording of §1 section 4 of Resolution No. 18 is as follows:

“4.        The issue price of one Series L Share shall be determined by the management board by way of a resolution as the arithmetic average of the daily volume-weighted average prices of the shares in the Company on the main market of the Warsaw Stock Exchange in the period of 10 session days prior to the Dividend Record Date, decreased by the amount of the dividend per share indicated in the Dividend Resolution.”

The wording of § 1 section 7 of Resolution No. 18 contained in the announcement dated 19 April 2017 is as follows:

“7.        The Series L Shares shall participate in dividends on the following terms:

7.1        if the Series L Shares are registered for the first time on the securities accounts of shareholders by the dividend record date (including such date) on which the list of shareholders eligible to receive dividends is determined, the Series L Shares will participate in dividend distributions starting from dividend distributions for the previous financial year on terms equal to the other shares in the Company, i.e. starting from 1 January of the financial year directly preceding the financial year within which the Series L Shares were registered for the first time on the securities accounts of shareholders; and

7.2        if the Series L Shares are registered for the first time on the securities accounts of shareholders on a date following the dividend record date on which the list of shareholders eligible to receive dividends is determined, the Series L Shares will participate in dividend distributions starting from the dividend distribution for the financial year within which the Series L Shares were registered for the first time on the securities accounts of shareholders, i.e. starting from 1 January of such financial year, on terms equal to the other shares in the Company.”

The new wording of § 1 section 7 of Resolution No. 18 is as follows:

“7.        The Series L Shares shall participate in dividend distributions made after the date on which they were registered for the first time on the securities accounts, whereas:

7.1        if the Series L Shares are registered for the first time on the securities accounts in the year of their issuance after the Dividend Record Date (including such date), the Series L Shares will participate in dividend distributions starting from the dividend distribution falling after the Dividend Record Date, including the dividend distribution for the financial year in which these shares were registered for the first time on the securities accounts, as well as in dividend distributions made in any subsequent years following the year in which the Series L Shares were registered for the first time on the securities accounts, on the same terms as the other shares in the Company;

7.2        if the Series L Shares are registered for the first time on the securities accounts in the year following their issuance date by the dividend record date (including such date) determined in a resolution of the annual general meeting of the Company regarding the distribution of profits, the Series L Shares will participate in dividend distributions starting from the dividend distribution falling after that dividend record date, including the dividend distribution for the financial year directly preceding the year in which these shares were registered for the first time on the securities accounts, as well as in dividend distributions made in any subsequent years following the year in which the Series L Shares were registered for the first time on the securities accounts, including the dividend distribution for the financial year in which these shares were registered for the first time on the securities accounts, on the same terms as the other shares in the Company; and

7.3        if the Series L Shares are registered for the first time on the securities accounts in the year following their issuance date on a date following the dividend record date determined in a resolution of the annual general meeting of the Company regarding the distribution of profits, the Series L Shares will participate in dividend distributions starting from the dividend distributions made in any subsequent years following the year in which the Series L Shares were registered for the first time on the securities accounts, including the dividend distribution for the financial year in which these shares were registered for the first time on the securities accounts, on the same terms as the other shares in the Company.”

The wording of § 3 section 1 of Resolution No. 18 contained in the announcement dated 19 April 2017 is as follows:

“1         The management board is authorised to take any and all actions related to the increase in the share capital referred to in this resolution, to take any and all steps aimed at offering the Series L Shares by way of a private issuance within the meaning of Article 431 § 2.1 of the CCC and to determine the detailed terms of subscription for the Series L Shares, including to set the date on which subscription offers will be submitted and the date of signing by the Company of subscription agreements for the Series L Shares, provided that the conclusion by the Company of subscription agreements for the Series L Shares will occur not earlier than on the Dividend Record Date and not later than two days prior to the dividend payment date provided in the Dividend Resolution.”

The new wording of § 3 section 1 of Resolution No. 18 is as follows:

“1         The management board is authorised to take any and all actions related to the increase in the share capital referred to in this resolution, to take any and all steps aimed at offering the Series L Shares by way of a private issuance within the meaning of Article 431 § 2.1 of the CCC and to determine the detailed terms of subscription for the Series L Shares, including to set the date on which subscription offers will be submitted and the date of signing by the Company of subscription agreements for the Series L Shares, provided that the conclusion by the Company of subscription agreements for the Series L Shares will occur no earlier than on the day immediately following the Dividend Record Date and not later than two days prior to the dividend payment date provided in the Dividend Resolution."

The wording of § 3 section 4 of Resolution No. 18 contained in the announcement dated 19 April 2017 is as follows:

“4         The management board is authorised to, at any time, decide to abandon the performance of this resolution, suspend the performance of this resolution, abandon the private issuance within the meaning of Article 431 §2.1 of the CCC, or suspend such private issuance. If the management board resolves to adopt a decision to suspend the private issuance within the meaning of Article 431 §2.1 of the CCC, it may refrain from stating a new date for such private issuance as such date may be determined at a later date, subject to the deadline referred to in § 3 section 1 of this resolution..”

The new wording of § 3 section 4 of Resolution No. 18 is as follows:

“4         The management board is authorised to (subject to receiving the Supervisory Board’s consent expressed in the form of a resolution), at any time, decide to abandon the performance of this resolution, suspend the performance of this resolution, abandon the private issuance within the meaning of Article 431 §2.1 of the CCC, or suspend such private issuance. If the management board resolves to adopt a decision to suspend the private issuance within the meaning of Article 431 §2.1 of the CCC, it may refrain from stating a new date for such private issuance as such date may be determined at a later date, subject to the deadline referred to in § 3 section 1 of this resolution.

The revised draft of Resolution No. 18 constitutes a schedule to this current report.

The remaining information regarding the convocation of the General Meeting published in current report No. 5/2017 dated 19 April 2017 remains unchanged.

Legal basis: Legal basis: § 38.1.3 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the laws of a state which is not a member state

The revised draft of Resolution No. 18

 9.05.2017  09:45