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”)

The Management Board of Globe Trade Centre S.A. (“Company”) hereby reports that today the Company received notification from GTC Dutch Holdings B.V. with its registered office in Amsterdam, the Netherlands (the “Seller”) and Icona Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central European Investments with its registered office in Luxembourg, Grand Duchy of Luxembourg (the “Buyer”) that the Seller and the Buyer entered into a preliminary share purchase agreement (“PSPA”) relating to the acquisition by the Buyer from the Seller of 15.7% of the shares in the Company (the “Shares”) (“Transaction”).

Pursuant to the notification, the principal Transaction documentation comprise of (i) the PSPA, (ii) a shareholders’ agreement (“SHA”) amongst, inter alios, the Buyer and the Seller, (iii) a call and put option agreement between the Buyer and the Seller (“Call and Put Option Agreement”), (iv) an assignment agreement between the Buyer and the Seller (“Assignment Agreement”) as well as other agreements and documents to ensure the completion of Transaction (“Transaction Documentation”). The Transaction Documentation will be effective upon (i) the execution of all of them and (ii) obtaining all required corporate authorizations.

Pursuant to the notification, the Buyer and the Seller agreed that the SHA will constitute an acting in concert agreement within the meaning of Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 on Public Offerings and the Conditions for the Introduction of Financial Instruments to the Organised Trading System and Public Companies (the “Act on Public Offering”) on joint policy towards the Company and exercising of voting rights on selected matters in an agreed manner.

Pursuant to the Assignment Agreement, the Buyer will, among others, transfer to the Seller its voting rights attached to the Shares and grant the power of attorney to exercise voting rights attached to the Shares. The Assignment Agreement expires in case either call or put option under the Call and Put Option Agreement is exercised and/or in case of a material default under the Transaction Documentation.

Pursuant to the notification, upon the consummation of the Transaction, the Buyer will hold the Shares, with reservation that the voting rights attached to the Shares will be held by the Seller.

Pursuant to the notification, upon the consummation of the Transaction, the Parties will submit the relevant notifications pursuant to Article 69 et seq. of the Act on Public Offering and meet other information obligations as may be required by the relevant provisions of law.

Legal grounds: Art. 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC – inside information.

Warsaw, Poland

Sponsor: Investec Bank Limited