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Updated opinion of the Management Board
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: 8/2017
Date: 9 May 2017
Subject: Updated opinion of the Management Board regarding the exclusion of the pre-emptive
rights and the determination of the issue price for the Series L Shares which constitutes a
Schedule to 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 updated on 9 May 2017
Further to current report No. 7/2017 published on 9 May 2017, the Management Board of Globe Trade
Centre SA (the “Company”) hereby announces an updated opinion of the Management Board
regarding the arguments in favour of excluding the pre-emptive rights of the shareholders in their
entirety in relation to the proposed increase of the Company’s share capital through the issuance, solely
to certain shareholders of the Company as at the dividend record date, of the Series L Shares and the
procedure for the determination of the issue price for the Series L Shares (the “Opinion of the
Management Board”), which constitutes a schedule to the amended draft of 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 at 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 the Series
L Shares and/or the rights to the 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 the rights to the Series
L Shares published in current report No. 7/2017 on 9 May 2017.
The updated Opinion of the Management Board constitutes a schedule to this current report.
The remaining information regarding the convocation of the General Meeting published in current
reports No. 5/2017 dated 19 April 2017 and No. 7/2017 published on 9 May 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
Schedule to the Resolution No. 18 of the Annual General Meeting of the Shareholders of Globe Trade
Centre Spólka Akcyjna dated 16 May 2017
OPINION OF THE MANAGEMENT BOARD OF GLOBE TRADE CENTRE SPÓLKA
AKCYJNA WITH ITS REGISTERED SEAT IN WARSAW.
dated 9 May 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 9 May 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 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.
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 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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