GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC.S.A)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
(“GTC” or “the Company”)

THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS CURRENT REPORT IS PUBLISHED TO SATISFY THE INFORMATION REQUIREMENTS WITH WHICH GLOBE TRADE CENTRE S.A. AS A PUBLIC COMPANY THE SECURITIES IN WHICH ARE ADMITTED TO TRADING ON A REGULATED MARKET MUST COMPLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE DISCLAIMER AT THE END OF THIS CURRENT REPORT.

The Management Board of Globe Trade Centre S.A. (the “Company”) hereby announces that the private subscription of Series O ordinary bearer shares (the “Series O Shares”) has been completed.

The Series O Shares were subscribed for pursuant to Resolution No. 28 of the Ordinary General Meeting of the Company dated 29 June 2021 regarding the increase of the Company’s share capital through the issuance of ordinary series O bearer shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all of the series O shares, the amendment of the Company’s statute, the application for the admission and introduction of the series O shares and/or rights to series O shares to trading on the regulated market operated by the Warsaw Stock Exchange and the dematerialisation of the series O shares and/or rights to series O shares ( the “Resolution on the Share Capital Increase”).

1. Date of opening and closing of the subscription or sale: The accelerated book-building process took place between 14 and 16 December 2021. The subscription agreements for the Series O Shares were executed on 20-21 December 2021.
2. Date of the allotment of the securities: Not applicable. The subscription agreements for the Series O Shares were executed on 20-21 December 2021.
3. Number of securities covered by the subscription or sale: The maximum number of Series O Shares that could have been issued pursuant to the Resolution on the Share Capital Increase was 97,111,024. The final number of the Series O Shares subject to the subscription was 88,700,000.
4. Reduction rate for individual tranches in the event that in any tranche the number of the allotted securities was smaller than the number of securities that were subscribed for: Not applicable.
5. Number of securities that were subscribed for under the subscription or sale: No subscriptions (zapisy) within the meaning of the Commercial Companies Code were made. Under the subscription, 88,700,000 Series O Shares were subscribed for.
6. Number of securities that were allotted under the subscription or sale: 88,700,000 Series O Shares were subscribed for in the course of the subscription.
7. Price at which the securities were acquired (subscribed for): subscription price – PLN 6.40 per each Series O Share.
8. Number of individuals who subscribed for securities covered by the subscription or sale in individual tranches: Not applicable – no subscriptions (zapisy) within the meaning of the Commercial Companies Code were made and the private subscription was not divided into individual tranches.
9. Number of individuals who were allotted securities under the subscription or sale in individual tranches: The Series O Shares were subscribed for by eighteen (18) entities.
10. Name (business name) of the underwriters that have subscribed for the securities under underwriting agreements, with a specification of the number of securities they have subscribed for along with the actual unit price per security (the issue price or the sale price after the deduction of the fees charged for subscribing for one security in performance of an underwriting agreement): Not applicable. The issuance of the Series O Shares was not subject to any underwriting commitment.
11. Value of the subscription or sale calculated by multiplying the number of securities covered by the offering by the issue price or the sale price: PLN 567,680,000.00.
12. Total costs that were recognised as the costs of the issuance, broken down by cost types, including at least the following cost items: a) arrangement and implementation of the offering; b) fees charged by individual underwriters; c) preparation of a prospectus, including the costs of advisory services; d) promotion of the offering: PLN 9,741,471.80 – all such costs are related to point a) (i.e. the arrangement and implementation of the offering), since points b), c) and d) did not apply: the series O shares were not subject to any underwriting undertaking, no prospectus was prepared in connection with the public offering of the series O shares or the seeking of the admission thereof to trading on the regulated market, and no promotional activities were conducted in relation to the public offering.
13. Average cost of the implementation of the subscription or sale attributable to one security covered by the placement or sale: PLN 0.11.
14. The manner of covering the price for the subscribed (acquired) securities (in the event the subscription (purchase) for the securities was made by way of a set-off): Not applicable.

Disclaimer:

This current report was prepared in accordance with Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (inside information) and Article 56.1 section 2 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 current report 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 (i) 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 or (ii) represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the securities of Globe Trade Centre S.A. or their subscription, purchase or offering or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for such securities.

This current report is not an advertisement referred to in Article 22 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

In particular, this current report and the information contained in it is not intended for publication, release, transmission, distribution or forwarding, 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 current report 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 registration requirements under the U.S. Securities Act.

Legal basis: § 16 section 1 of the Regulation of the Minister of Finance of 29 March 2018 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.

Warsaw, Poland

Sponsor: Investec Bank Limited