GLOBE TRADE CENTRE S.A. - Signing of the preliminary share purchase agreement

Signing of the preliminary share purchase agreement

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”)



Current report number: 13/2022


Signing of the preliminary share purchase agreement relating to the acquisition of 15.7% of the
shares in the share capital of Globe Trade Centre S.A.

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.


21 February 2022
Warsaw, Poland
Sponsor: Investec Bank Limited


Signed by:



/s/ Ariel Alejandro Ferstman      /s/ Pedja Petronijevic
Member of the Management Board   Member of the Management Board

Date: 21-02-2022 01:18:00
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