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Change of the draft of resolution No. 18 of the ordinary general meeting of the shareholders of GTC
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”)
GLOBE TRADE CENTRE S.A.
Current report number: 7/2017
Date: 9 May 2017
Subject: Change of the draft of resolution No. 18 of the ordinary general meeting of the
shareholders of Globe Trade Centre S.A. convened for 16 May 2017 regarding inter alia the
increase of the Company`s share capital
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
Signed by:
/s/ Thomas Kurzmann /s/ Erez Boniel
President of the Management Board Member of the Management Board
Warsaw, Poland
Sponsor: Investec Bank Limited
RESOLUTION No. 18
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spó?ka Akcyjna (the “Company”)
dated 16 May 2017
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
§ 1.
1 The Company’s share capital shall be increased by no less than PLN 0.10 (ten Polish
groszy) and no more than PLN 1,553,230.60 (one million, five hundred and fifty-three
thousand, two hundred and thirty zlotys and sixty groszy) up to an amount not lower
than PLN 46,021,647.90 (forty-six million, twenty-one thousand, six hundred and
forty-seven zlotys and ninety groszy), but not higher than PLN 47,574,878.40 (forty-
seven million, five hundred and seventy-four thousand, eight hundred and seventy-eight
zlotys and forty groszy) through the issuance of no less than 1 (one) but no more than
15,532,306 (fifteen million, five hundred and thirty-two thousand, three hundred and
six) ordinary series L bearer shares with a par value of PLN 0.10 (ten groszy) each (the
“Series L Shares”).
2 The Series L Shares shall be issued by way of a private issuance (in Polish: subskrypcja
prywatna) within the meaning of Article 431 §2.1 of the CCC and shall be addressed
solely to the Company’s shareholders of record as of the dividend record date set forth
in resolution No. 5 of the annual general meeting of the Company dated 16 May 2017
(the “Dividend Resolution”) (the “Dividend Record Date”), which are “professional
clients” (within the meaning of the Polish Act on Trading in Financial Instruments dated
29 July 2005, as amended) or whose shares are registered only in the accounts
maintained with Computershare Investor Services Proprietary Limited (the “South
African Shareholders”) (the “Eligible Shareholders”).
3 In order for an Eligible Shareholder to be eligible to participate in the offering of the
Series L Shares, such Eligible Shareholder must meet the following conditions:
3.1 submit to the management board of the Company a document evidencing (i) that
such Eligible Shareholder was the Company’s shareholder as of the Dividend
Record Date and the number of shares held by such Eligible Shareholder as of
such date, and (ii) in the case of Eligible Shareholders other than the South
African Shareholders, statements or documents certifying that such Eligible
Shareholders are “professional clients” (within the meaning of the Polish Act
on Trading in Financial Instruments dated 29 July 2005, as amended);
3.2 in relation of the Eligible Shareholders to which a rate of withholding tax lower
than the statutory one applies (including an exemption from such tax), in order
to certify that the amount of dividend net of applicable income tax to which they
are entitled is higher than the amount of dividend calculated using the statutory
rate of income tax: submit to the management board of the Company copies of
any documents that were provided to the entity maintaining the securities
account or an omnibus account in which the shares held by such Eligible
Shareholder are deposited and that certify the right of such Eligible
Shareholders to pay a lower rate of income tax (or qualify for an exemption
from such tax), along with confirmation from such entities that such documents
were provided to them; and
3.3 enter into an agreement with the Company to acquire the Series L Shares offered
to it at the issue price determined in accordance with § 1 section 4 of this
Resolution;
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.
5 The maximum number of Series L Shares to be offered to an Eligible Shareholder shall
be calculated as the quotient of the amount of the dividend (net of applicable income
tax) which such Eligible Shareholder shall be entitled to receive pursuant to the
Dividend Resolution and the issue price of the Series L Shares determined in
accordance with § 1 section 4 of this Resolution, rounded down to the nearest integral
number. The Eligible Shareholder will be entitled to subscribe either for the maximum
number of the Series L Shares offered thereto or for any lower number of the Series L
Shares. The total number of Series L Shares shall not exceed the lower of (i) the
maximum number indicated in § 1 section 1; and (ii) the sum of the maximum numbers
of the shares to which the Eligible Shareholders will be entitled to subscribe for in
accordance with the first sentence of this § 1 section 5.
6 The issue of the Series L Shares may, at the sole discretion of the management board,
be conducted by way of a public offering within the meaning of Article 3.1 of the Act
on Public Offering, Conditions Governing the Introduction of Financial Instruments to
Organised Trading, and Public Companies dated 29 July 2005, directed at the Eligible
Shareholders.
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.
8 The Series L Shares may be paid for exclusively with cash.
§ 2.
1 In the best interest of the Company, the pre-emptive rights of the Company’s existing
shareholders to all of the Series L Shares are excluded in their entirety.
2 A written opinion of the management board stating its arguments for excluding the pre-
emptive rights of the existing shareholders to the Series L Shares and providing for the
method of the establishment of the issue price for the Series L Shares is attached to this
resolution.
§ 3.
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.
2 It is resolved that the Company will file for the admission and introduction to trading
of the Series L Shares on the regulated market operated by the Warsaw Stock Exchange
(Gie?da Papierów Warto?ciowych w Warszawie S.A.) and, if the conditions for such
admission and introduction are fulfilled, of rights to the Series L Shares. The
management board is authorised to take any and all necessary actions related to the
performance of the provisions of this section.
3 All of the Series L Shares will be dematerialised within the meaning of the Act on
Trading in Financial Instruments dated 29 July 2005. The management board is
required and authorised to execute with the National Depository of Securities (Krajowy
Depozyt Papierów Warto?ciowych S.A.) an agreement for the registration of the Series
L Shares in the securities depository and, if the conditions for such registration are
fulfilled, of rights to the Series L Shares, as well as to take any and all other necessary
actions connected with the dematerialisation thereof.
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.
§ 4.
1 In reference to § 1 – 3 of this resolution, Article 6 section 2 of the Company’s statute
shall be amended to read as follows:
“2. The share capital amounts to no less than PLN 46,021,647.90 (forty-six million, twenty-
one thousand, six hundred and forty-seven zlotys and ninety groszy) and no more than
PLN 47,574,878.40 (forty-seven million, five hundred and seventy-four thousand, eight
hundred and seventy-eight zlotys and forty groszy) and is divided into:
a) 139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand,
two hundred and ten) series A shares with a nominal value of PLN 0.10 (ten groszy) each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty)
series B shares with a nominal value of PLN 0.10 (ten groszy) each;
c) 235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares
with a nominal value of PLN 0.10 (ten groszy) each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty)
series C shares with a nominal value of PLN 0.10 (ten groszy) each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty)
series D Shares with a nominal value of PLN 0.10 (ten groszy) each;
f) 39,689,150 (thirty-nine million, six hundred and eighty-nine thousand, one hundred and
fifty) series E shares with a nominal value of PLN 0.10 (ten groszy) each;
g) 3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and
ninety) series F shares with a nominal value of PLN 0.10 (ten groszy) each;
h) 17,120,000 (seventeen million, one hundred and twenty thousand) series G shares with a
nominal value of PLN 0.10 (ten groszy) each;
i) 100,000,000 (one hundred million) series I shares with a nominal value of PLN 0.10 (ten
groszy) each;
j) 31,937,298 (thirty-one million, nine hundred and thirty-seven thousand, two hundred and
ninety-eight) series J shares with a nominal value of PLN 0.10 (ten groszy) each;
k) 108,906,190 (one hundred and eight million, nine hundred and six thousand, one hundred
and ninety) series K shares with a nominal value of PLN 0.10 (ten groszy) each; and
l) no less than 1 (one), but no more than 15,532,306 (fifteen million, five hundred and thirty-
two thousand, three hundred and six) series L shares with a nominal value of PLN 0.10
(ten groszy) each.”
2 The amendment of the Company’s statute referred to in section 1 above shall be
effective as of its registration in the Register of Business Entities of the National Court
Register.
3 The management board will determine the final amount of the share capital that was
subscribed for and will establish the wording of § 9 section 1 of the Company’s statute
pursuant to Article 310, in conjunction with Article 431 § 7, of the CCC.
4 The supervisory board of the Company shall be authorised to establish the amended
and restated text of the Company’s statute.
§ 5.
1 The entry into force of this resolution is conditional upon the adoption by the general
meeting of the Company of a resolution on the division of profits for the 2016 financial
year and dividend payment.
2 The amendments to the Company’s statute introduced pursuant to this resolution shall
come into force on the registration date of such amendments by the registry court.
Schedule to the Resolution No. 18 of the Annual General Meeting of the Shareholders of Globe Trade
Centre Spó?ka Akcyjna dated 16 May 2017
OPINION OF THE MANAGEMENT BOARD OF GLOBE TRADE CENTRE SPÓ?KA
AKCYJNA WITH ITS REGISTERED SEAT IN WARSAW.
dated 19 April 2017
regarding the arguments in favour of excluding the pre-emptive rights of the shareholders in their
entirety in relation to the proposed increase in the Company’s share capital through the issuance,
solely to certain shareholders of the Company as of the dividend record date, of Series L Shares and
the procedure for the establishment of the issue price for the Series L Shares
Pursuant to Article 433 § 2 of the Commercial Companies Code dated 15 September 2000 (the “CCC”),
the management board of Globe Trade Centre S.A., with its registered office in Warsaw
(the “Company”), issued this opinion on 19 April 2017 in relation to the resolution to be approved by
the ordinary general meeting of the Company regarding:
a. 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 in the
Company (the “Series L Shares”), with the exclusion of all of the pre-emptive rights of the
existing shareholders to all of the Series L Shares; and
b. the issue price for the Series L Shares (the “Proposed Resolution”).
1. The exclusion of the pre-emptive rights with respect to the Series L Shares
The purpose of the increase of the Company’s share capital through the issuance of the Series L Shares
is to enable the Company’s shareholders who meet the criteria set out in the Proposed Resolution (the
“Eligible Shareholders”) to elect to receive the dividend payable by the Company pursuant to the
Dividend Resolution in the form of newly issued L Shares instead of cash. This option is designated to
give Eligible Shareholders the opportunity to participate in the Company’s prospects instead of drawing
cash dividend.
In the opinion of the Company’s management board, the exclusion of the pre-emptive rights of the
existing shareholders of the Company to all of the Series L Shares in their entirety is justified and in the
interest of the Company for the following reasons:
- the issuance of shares by private subscription is the most rapid and cost-efficient way of raising
capital; and
- it does not require the Company to prepare, have approved by the Polish Financial Supervision
Authority and publish a prospectus, moreover, it saves time by eliminating the requirement to
wait for the shareholders to exercise their pre-emptive rights and thus saves significant
additional costs in relation to the above.
2. The issue price for the Series L Shares
In accordance with the Proposed Resolution, the issue price for the Series L Shares shall be determined
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.
In light of the volatility of the capital markets and the time separating the date of the adoption of the
Proposed Resolution by the annual general meeting and the issuance of the Series L Shares, such method
of determination of the issue price is in the Company’s interest as it is balanced and less volatile, yet
provides a good approximation of actual market price. It also takes into account the payment of the
dividend pursuant to the Dividend Resolution.
3. Conclusions
In light of the arguments presented above, the management board of the Company recommends that the
ordinary general meeting adopt the Proposed Resolution, including the related amendment of the
Company’s statute, the application for the admission and introduction of the 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 the series L shares and/or rights to Series L Shares.
The management board of the Company:
............................................................
Thomas Kurzmann
President of the management board
............................................................
Erez Boniel
Member of the management board
Date: 09/05/2017 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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