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Content of resolutions approved by the Ordinary Shareholders Meeting of Globe Trade Centre S.A. held on 16 May 2017
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: 10/2017
Date: 16 May 2017
Subject: Content of resolutions approved by the Ordinary Shareholders Meeting of Globe Trade
Centre S.A. held on 16 May 2017
The Management Board of Globe Trade Centre S.A. ("Company") hereby publishes the content of
resolutions approved by the Ordinary Shareholders Meeting held on 16 May 2017.
Legal grounds § 38 sec. 1 point 7 of the Regulation of the Council of Ministers of 19 February 2009
concerning the submission of current periodical information by the securities' issuers and the
conditions of recognizing as equal the information demanded by the national lawful regulation of a
country which does not hold the membership in European Union.
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. 1
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the election of the Chairman of the Meeting
§ 1.
Pursuant to Article 409 § 1 of the Commercial Companies Code, the Annual General Meeting of the
Shareholders of the Company elects Agnieszka Smorszczewska as the Chairman of the Meeting.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
389,693,500 84.68% 389,693,500 389,693,500 - -
RESOLUTION No. 2
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the adoption of the agenda
The Annual General Meeting of the Shareholders of the Company adopts the following agenda:
1. Opening of the General Meeting;
2. Election of the Chairman of the General Meeting;
3. Statement regarding the fact that the General Meeting was duly convened and that it may adopt
resolutions, and adoption of the General Meeting’s agenda;
4. Adoption of a resolution on the review and approval of the Company’s financial statements for
the 2016 financial year, and of the report of the Management Board on the Company’s
operations in the 2016 financial year;
5. Adoption of a resolution on the review and approval of the Company’s Capital Group’s
consolidated financial statements for the 2016 financial year and of the report of the
Management Board on the Company’s Capital Group’s operations in the 2016 financial year;
6. Review of the motion of the Company’s Management Board regarding the division of profits for
the 2016 financial year and dividend payment and adoption of a resolution regarding division of
profits for the 2016 financial year and dividend payment;
7. Adoption of resolutions on the approval of the duties performed by the Company’s Management
Board Members in the 2016 financial year;
8. Adoption of resolutions on the approval of the duties performed by the Company’s Supervisory
Board Members in the 2016 financial year;
9. Adoption of a resolution 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 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;
10. Adoption of a resolution on amending the Company’s statute;
11. Adoption of a resolution regarding the new Rules of the Supervisory Board;
12. Adoption of a resolution on the application of the International Financial Reporting Standards
for the stand-alone financials of the Company as of June 2017; and
13. Closing of the Meeting.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
389,693,500 84.68% 389,693,500 389,693,500 - -
RESOLUTION No. 3
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the review and approval of the Company’s financial statements for the 2016 financial year and the
report of the Management Board on the Company’s operations in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.1 of the Commercial Companies Code and
Article 53, section 1 of the Accounting Act dated 29 September 1994, the Annual General Meeting of
the Shareholders of the Company, after examination and becoming familiar with the opinion of the
Supervisory Board of the Company, hereby approves the financial statements of the Company for the
2016 financial year, including the balance sheet, the profit and loss account, the cash flow statement
and the additional information, as well as the report of the Management Board on the Company’s
operations in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 4
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the review and approval of the Company’s Capital Group’s consolidated financial statements for
the 2016 financial year and of the report of the Management Board on the Company’s Capital
Group’s operations in the 2016 financial year
§ 1.
Pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c, section 4 of the
Accounting Act dated 29 September 1994, the Annual General Meeting of the Shareholders of the
Company, following a review, approves the consolidated financial statements of the Company’s
Group for the 2016 financial year and the report of the Management Board on the Company’s Capital
Group’s operations in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 5
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the division of profits for the 2016 financial year and dividend payment
§ 1.
1. The net profit of the Company for the period between 1 January 2016 and 31
December 2016, as provided in the financial statements of the Company for the
financial year ending 31 December 2016, amounting to PLN 741,011,000 (seven
hundred and forty-one million, eleven thousand zlotys) shall be distributed in the
following manner:
a) the amount of PLN 124,258,449.06 shall be distributed to the Company’s
shareholders in the form of a dividend, as set forth in § 1 section 2 below; and
b) the amount of PLN 616,752,550.94 shall be earmarked for the Company’s
supplementary capital (kapital zapasowy).
2. The Company shall pay a dividend in the amount of PLN 124,258,449.06, i.e. PLN
0.27 per share. The shareholders of the Company as of 26 May 2017 (the dividend
record date) shall be entitled to receive the above-mentioned dividend. The dividend
shall be payable in cash. The dividend payment date shall be 12 June 2017.
§ 2.
1. The entry into force of § 1 of this resolution is conditional upon the adoption by the
general meeting of the Company of a resolution 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 the series L shares and/or rights to series L shares.
2. If the condition set forth in § 2 section 1 above is not satisfied on or before 30 June
2017, the profits of the Company for the period between 1 January 2016 and 31
December 2016 shall be earmarked for the supplementary capital (kapital zapasowy)
of the Company, effective as of 30 June 2017.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 6
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Thomas Kurzmann – Chairman of the Company’s
Management Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by the
chairman of the Company’s Management Board, Mr. Thomas Kurzmann in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 7
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Erez Boniel – member of the Company’s Management
Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Management Board member Mr. Erez Boniel in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 8
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Alexander Hesse – Chairman of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by the
Chairman of the Company’s Supervisory Board, Mr. Alexander Hesse in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 9
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Philippe Couturier – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Philippe Couturier in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 10
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Ryszard Koper – member of the Company’s Supervisory
Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Ryszard Koper, from 27 May 2016 to 31 December 2016.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 11
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Jan Düdden – member of the Company’s Supervisory
Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Jan Düdden in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 12
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Tomasz Styczynski – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Tomasz Styczynski, from 13 June 2016 to 31 December 2016.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 13
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Mariusz Grendowicz – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Mariusz Grendowicz in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 14
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Klaus Helmrich – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Klaus Helmrich, from 1 January 2016 to 19 May 2016.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 15
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Jaroslaw Karasinski – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Jaroslaw Karasinski, from 1 January 2016 to 24 May 2016.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 16
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Mr. Marcin Murawski – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Mr. Marcin Murawski in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 17
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the approval of the duties performed by Ms. Katharina Schade – member of the Company’s
Supervisory Board in the 2016 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the
Annual General Meeting of the Shareholders of the Company approves the duties performed by
Supervisory Board member Ms. Katharina Schade in the 2016 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
RESOLUTION No. 18
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka 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 (Gielda Papierów Wartosciowych 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 Wartosciowych 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.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 396,638,729 - 7,403,743
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
RESOLUTION No. 19
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on amending the Company’s statute
§ 1.
Pursuant to Article 430 of the Commercial Companies Code, the Annual General Meeting of the
Shareholders of the Company hereby resolves that the numbering regarding the Company’s statute
shall be updated.
§ 2.
The uniform text of the Company’s statute including the changes in the numbering, as mentioned in
the § 1 of this resolution, constitutes Schedule No. 1 to this resolution.
§ 3.
This resolution shall come into force on the date of its adoption.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
Schedule to the Resolution No. 19 of the Annual General Meeting of the Shareholders of Globe Trade
Centre Spólka Akcyjna dated 16 May 2017
The unified text of the Company’s statute in the wording allowing for the amendments resulting from
resolution No. 19 2017 dated 16 May 2017 regarding the amendment the Company’s statute.
STATUTE OF
GLOBE TRADE CENTRE S.A.
Article 1
COMPANY NAME
The Company operates under the name “Globe Trade Centre” Spólka Akcyjna, hereinafter referred to
as the “Company”. The Company may use the abbreviated name “Globe Trade Centre” S.A.
Article 2
COMPANY`S REGISTERED SEAT
The registered seat of the Company shall be the Capital City of Warsaw.
Article 3
TERRITORY OF THE COMPANY`S OPERATIONS
1 The Company shall conduct its operations within the territory of the Republic of
Poland and abroad.
2 The Company may create branches and representative offices and enterprises in
Poland and abroad.
Article 4
THE COMPANY`S DURATION
The duration of the Company shall be unlimited.
Article 5
SCOPE OF THE COMPANY`S ACTIVITIES
The scope of activities of the Company shall include:
a) Development of building projects related to the construction of buildings –
41.10.Z
b) Construction of residential and non-residential buildings – 41.20.Z
c) Other building completion and finishing – 43.39Z
d) Activities of holding companies – 64.20.Z
e) Other credit granting – 64.92.Z
f) Other financial service activities not elsewhere classified, except insurance and
pension funding – 64.99.Z
g) Other activities auxiliary to financial services, except insurance and pension
funding – 66.19.Z
h) Buying and selling of own real estate – 68.10. Z
i) Letting and operating of own or leased real estate – 68.20.Z
j) Real estate agencies – 68.31.Z
k) Management of real estate on a fee or contract basis – 68.32.Z
l) Legal activities – 69.10.Z
m) Accounting, bookkeeping and auditing activities; tax consultancy – 69.20.Z
n) Activities of head offices and holdings, except financial holdings – 70.10.Z
o) Business and other management consultancy activities – 70.22.Z
p) Architectural activities – 71.11.Z
q) Combined office administrative service activities – 82.11.Z
r) Activities of other membership organisations not elsewhere classified –
94.99.Z.
Article 6
COMPANY CAPITAL AND SHARES
1 All the shares are bearer shares.
2 The share capital amounts to PLN 46,021,647.80 (forty-six million twenty-one
thousand six hundred forty-seven zloty and eight 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 of PLN 0.10 (ten groszy)
nominal value each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, two hundred and
forty) series B shares of PLN 0.10 (ten groszy) nominal value each;
c) 235,440 (two hundred and thirty-five thousand, four hundred and forty) series
B1 shares of PLN 0.10 (ten groszy) nominal value each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, five hundred
and forty) series C shares of PLN 0.10 (ten groszy)nominal value each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and
twenty) series D Shares of PLN 0.10 (ten groszy) nominal value each;
f) 39,689,150 (thirty nine million, six hundred and eighty-nine thousand, one
hundred and fifty) series E shares of PLN 0.10 (ten groszy) nominal value
each.;
g) 3,571,790 (three million, five hundred and seventy-one thousand, seven
hundred and ninety) series F shares of PLN 0.10 (ten groszy) nominal value
each;
h) 17,120,000 (seventeen million, one hundred and twenty thousand) series G
shares of PLN 0.10 (ten groszy) nominal value each;
i) 100,000,000 (one hundred million) series I shares of PLN 0.10 (ten groszy)
nominal value each;
j) 31,937,298 (thirty-one million nine hundred thirty-seven thousand two hundred
ninety-eight) series J shares of PLN 0.10 (ten groszy) nominal value each; and
k) 108,906,190 (one hundred eight million nine hundred six thousand one
hundred ninety) series K shares of PLN 0.10 (ten groszy) nominal value each.
3 The Company`s share capital may be paid in by transfer thereto of funds from the
reserve, supplementary or other special purpose capital created from write offs from
net profit or from funds originated from net profit or from payments of premiums paid
above the aggregate nominal value of the issued shares.
4 The shareholders shall have pre-emptive right to subscribe for shares of new issues,
except for exclusion of the pre-emptive right in compliance with Article 433,
paragraph 2 of the Commercial Companies Code.
5 Shares may be redeemed through the decrease of the share capital or out of net profit,
provided that prior consent of each of the Shareholders whose shares are to be
redeemed is obtained.
6 All the shares are ordinary shares. Each share shall give the right to 1 (one) vote at the
Shareholders Meeting.
7 Bearer shares cannot be exchanged to registered shares.
8 The Company may issue bonds, including bonds convertible to shares.
Article 7
COMPANY AUTHORITIES
The Company authorities are:
- the Meeting of the Shareholders;
- the Supervisory Board; and
- the Management Board.
Article 8
MEETING OF THE SHAREHOLDERS
1 Ordinary Meetings of the Shareholders shall be held once a year within 6 (six) months
of the end of the Company`s financial year.
2 Ordinary Meetings of the Shareholders shall be convened by the Management Board.
The Supervisory Board shall have the right to convene an Ordinary Meeting of the
Shareholders if the Management Board fails to convene it within the timeframe
defined in section 1 above.
3 Extraordinary Meetings of the Shareholders shall be convened by the Management
Board. The Supervisory Board shall have the right to convene an Extraordinary
Meeting of the Shareholders if it believes it is necessary and the Management Board
failed to convene an Extraordinary Meeting of the Shareholders within 14 (fourteen)
days from the date of a relevant request of the Supervisory Board. One or several
Shareholders authorised to exercise no less than 5% (five percent) of the votes at the
Meeting of the Shareholders shall have the right to demand that an Extraordinary
Meeting of the Shareholders be convened. Additionally, each member of the
Supervisory Board is entitled to convene an Extraordinary Meeting of the
Shareholders.
4 Pursuant to the rules set forth in this section 4, the Management Board can decide to
use means of electronic communication during a Meeting of the Shareholders for:
a) real-time broadcasting of the Meeting of the Shareholders; and
b) two-way, real time communication enabling the shareholders to take the floor
during the Meeting of the Shareholders while being at a location other than the
venue of the Meeting of the Shareholders.
For the avoidance of doubt, the broadcasting of the Meeting of the Shareholders using means
of electronic communication and the shareholders` right to take the floor during the Meeting
of the Shareholders (referred to as electronic online communication) pursuant to this section 4
does not grant: (i) the right to vote (such as voting “in favour of” or “against” or “abstaining”
or lodging objections) to shareholders or their proxies through the use of means of electronic
communication; or (ii) the right to participate in the Meeting of the Shareholders within the
meaning of Art. 4065 of the Commercial Companies Code.
5 If the Management Board elects to hold the Meeting of the Shareholders using means
of electronic communication within the scope regulated above, the Management Board
should determine and announce the rules for conducting such Meeting of the
Shareholders on the Company`s website not later than 26 days before the Meeting of
the Shareholders.
6 Resolutions of Meeting of the Shareholders shall be adopted by an absolute majority
of the votes cast, unless the regulations of the Commercial Companies Code or this
statute provide for more stringent conditions for the adoption of resolutions.
7 Meetings of the Shareholders are valid regardless of the share capital represented
thereat, unless the Commercial Companies Code provides otherwise.
8 Meetings of the Shareholders shall be opened by the chairman or another member of
the Supervisory Board appointed by the chairman, and in the absence thereof, a
Management Board member.
Article 9
SUPERVISORY BOARD
1 The Supervisory Board shall consist of 5 (five) to 20 (twenty) members, including the
chairman elected in compliance with the procedure set forth below. The number of
Supervisory Board members shall be defined in compliance with the procedure as
provided for below.
a) Each shareholder who individually holds more than 5% (five percent) of the
shares in the Company`s share capital (the “Initial Threshold”) shall be
entitled to appoint one Supervisory Board member. Shareholders shall be
further entitled to appoint one additional Supervisory Board member for each
tranche of held shares constituting 5% (five percent) of the Company`s share
capital above the Initial Threshold. The Initial Threshold and each following
threshold of 5% of the share capital above the Initial Threshold will be
collectively called “Appointing Thresholds”, and the shareholders entitled to
appoint Supervisory Board Members will be called “Entitled Shareholders”.
b) Subject to section 5, Supervisory Board members shall be appointed by a
written notice of Entitled Shareholders given to the chairman of the Meeting of
the Shareholders at the Meeting of the Shareholders or outside of the Meeting
of the Shareholders delivered to the Management Board and a written
statement of the selected person stating that he/she agrees to be appointed to
the Supervisory Board. The Entitled Shareholder shall provide together with
the written notice a deposit certificate proving the shareholder`s ownership of
shares entitling him to appoint the Supervisory Board member or members on
the date of receipt of the written notice by the chairman of the Meeting of the
Shareholders or the Management Board.
c) The Supervisory Board member will be appointed from the moment of receipt
of the written notice by the chairman of the Meeting of the Shareholders or the
Management Board, respectively, unless the notice provides for a later date.
d) The number of Supervisory Board members shall be equal to the number of
members appointed by the Entitled Shareholders, increased by one
Independent Member, provided that in each case such number may not be
lower than 5 (five).
2 The mandate of the Supervisory Board members expires at the end of their term, but in
case of the Supervisory Board members appointed by the Entitled Shareholders, such
mandate will expire at the moment the shareholders who appointed such members
inform the Polish Financial Supervision Authority or the Company of a decrease in
their shareholding in the Company below the Appointing Thresholds. If the Entitled
Shareholder has appointed more than one Supervisory Board member, then their
mandates will expire in the order of their appointment, i.e. the mandate of the member
last appointed will expire first.
3 The Supervisory Board shall appoint the chairman of the Supervisory Board from
among its members.
4 Members of the Supervisory Board appointed in compliance with section 1a) may be
dismissed pursuant to a resolution of the Meeting of the Shareholders adopted with a
3/5 (three-fifths) majority of the votes cast or pursuant to a written representation by
the Shareholder who appointed such member delivered to the Company`s
Management Board.
5 One Supervisory Board member shall be elected by way of a resolution of the Meeting
of the Shareholders in a separate vote and shall satisfy the following requirements (the
“Independent Member”):
a) he shall not be an employee, sub-contractor, supplier, client or advisor of the
Company or any Affiliate (as defined below) thereof, nor shall he have any
other business relations with the Company or any Affiliate thereof;
b) he shall not be a member of the supervisory or management authorities of the
Affiliate;
c) he shall not be a shareholder having more than 5% (five percent) of the votes at
the Meeting of the Shareholders of the Company or at the Meeting of the
Shareholders of and Affiliate;
d) he shall not be a member of the supervisory or management authorities or an
employee of an entity designated in section c) above;
e) he shall not be an ascendant, descendant, spouse, sibling, parent or any other
person with a close relationship to any of the persons listed in a) through d)
above; and
f) he may not be an employee, member of the supervisory or management board,
consultant, service provider, shareholder or otherwise related to any company
or other entity which is active in the real estate sector in countries in which the
Company or its Subsidiaries operate, save for banks or financial institutions
whose primary role is not the financing of real estate ventures.
The above conditions will be collectively referred to as the “Qualifying Conditions”.
6 Each Shareholder may propose to the Management Board in writing candidates for the
Independent Member within no more than 7 (seven) days prior to the Meeting of the
Shareholders at which such Independent Member is to be elected. Apart from the
personal details of the candidate, the proposal should contain a justification along with
a description of the qualifications and professional experience of the candidate. The
proposal should be accompanied by the written consent of such candidate to be
presented as a candidate for Supervisory Board member as well as his written
representation that he satisfies the Qualifying Conditions. In the event of a failure to
present any candidates who would satisfy the Qualifying Conditions, the candidate for
Independent Member will have to be presented by the Management Board at a
Meeting of the Shareholders of the Shareholders.
7 Qualifying Conditions must be satisfied throughout the term of the Independent
Member. If during his term the Independent Member ceases to satisfy any of the
Qualifying Conditions, he shall immediately, but in any event no later than within one
week from the receipt of such information or occurrence, inform the Management
Board about such fact in writing (the “Notification”). The mandate of the Independent
Member shall expire upon the receipt of the Notification by the Management Board.
8 Upon the receipt of the Notification, the Management Board shall immediately, but in
any case no later than within 60 days from its receipt, convene a Meeting of the
Shareholders in order to appoint a new Independent Member. Should the Management
Board learn that the Independent Member does not satisfy the Qualifying Conditions
and has not received the Notification, the Management Board shall immediately
convene a Meeting of the Shareholders the agenda of which shall provide for the
dismissal of such member and the appointment of new one.
9 Apart from the matters defined in the Commercial Companies Code, the competencies
of the Supervisory Board shall include the following:
a) the establishment of remuneration and commissions for the members of the
Company`s Management Board and representing the Company when
executing agreements with Management Board members and in any disputes
with Management Board members;
b) granting consent to the Company or a Subsidiary entering into an agreement or
agreements with an Affiliate, the Company`s Management Board, a member of
the Company`s Supervisory Board or with a member of the management or
supervisory authorities of an Affiliate. Such consent shall not be required for a
transaction with companies in which the Company holds, directly or indirectly,
shares entitling it to at least 50% of the votes at the meetings of the
shareholders if such transaction provides for obligations of the other
shareholders of such companies proportional to their stake in that company, or
if the difference between the financial obligations of the Company and the
other shareholders does not exceed EUR 5 million. For the purposes of this
statute, indirect ownership of shares entitling its holders to at least 50% of the
votes at the meeting of the shareholders shall mean possession of such number
of shares that entitles to at least 50% of the votes in each of the indirectly held
companies in the chain of subsidiaries;
c) approval of any change of the expert auditor selected by the Company`s
Management Board to audit the Company`s financial statements;
d) expressing consent for the Company or a Subsidiary to: (i) execute a
transaction comprising the acquisition or sale of investment assets of any kind
the value of which exceeds EUR 30 million; (ii) issue a guarantee for an
amount exceeding EUR 20 million; or (iii) execute any transaction (in the form
of a single legal act or a number of legal acts) other than those set forth in the
preceding points (i) or (ii), where the value of such transaction exceeds EUR
20 million. For the avoidance of doubt, consent is required for the Company`s
Management Board to vote on the Company`s behalf at meetings of the
shareholders of a Subsidiary of the Company authorizing transactions meeting
the above criteria.
10 For the purposes of this statute:
a) an entity is an “Affiliate” if it is: (i) a Dominating Entity with respect to the
Company, or (ii) a Subsidiary of the Company, or (iii) other than the
Company, a Subsidiary of the Dominating Entity of the Company, or (iv) a
Subsidiary of, other than the Company, Subsidiary of the Company`s
Dominating Entity, or (v) a Subsidiary of any member of the managing or
supervisory authorities of the Company or any of the entities designated in
points (i) through (iii);
b) an entity is a “Subsidiary” of any other entity (“Dominating Entity”) if the
Dominating Entity: (i) has the right to exercise the majority of the votes in the
governing bodies of the Subsidiary, including on the basis of understandings
with other authorised entities, or (ii) it is authorised to take decisions regarding
financial policies and current commercial operations of the Subsidiary on the
basis of any law, statute or agreement; or (iii) is authorised to appoint or
dismiss the majority of the members of the members of the governing bodies
of the Subsidiary; or (iv) more than half of the members of the Subsidiary`s
management board are also members of the management board or persons
performing any management functions of the Dominating Entity or any other
Subsidiary.
11 Resolutions of the Supervisory Board shall be adopted at Supervisory Board meetings.
Resolutions of the Supervisory Board may be adopted in writing if at least three-
fourths of its members cast their votes by signing the same copy of a draft resolution
or various counterparts thereof and all of the members were informed of the wording
of the draft of such resolution by mail, courier, fax or email to the addresses provided
by the members of the Supervisory Board.
12 The chairman of the Supervisory Board shall convene the Supervisory Board
meetings. Meetings convened at the request of a Supervisory Board member or at the
request of the Management Board shall be held no later than within two weeks, but no
earlier than on the 3rd (third) business day after the receipt of such request by the
chairman of the Supervisory Board. For the purposes of this statute, a business day
shall mean any day between Monday and Friday other than statutory holidays.
13 Management Board members may participate in Supervisory Board meetings in order
to give advice.
14 Agreements relating to the rights and duties of Management Board members shall be
signed by the chairman of the Supervisory Board and in his absence, by any other
member authorised by the Supervisory Board upon the prior approval of such
agreements by a Supervisory Board resolution (if required). Other legal actions
between the Company and Management Board members shall be made in accordance
with the same procedure.
15 Within the limits defined by law the Supervisory Board may convene meetings both
within the territory of the Republic of Poland and abroad. Supervisory Board meetings
may be held via telephone, provided that all the participants thereof are able to
communicate simultaneously. All resolutions adopted at such meetings shall be valid,
provided that the attendance register is signed by the Supervisory Board members who
participated in such meeting. The place where the Chairman attends such meeting
shall be considered as the place where the meeting was held.
16 Unless the Statute provides otherwise, resolutions of the Supervisory Board shall be
adopted by absolute majority of votes cast in the presence of at least 5 (five)
Supervisory Board members. In the event of a tie, the Chairman shall have a casting
vote.
17 Regardless of section 16 above, resolutions relating to granting consent for any of the
actions referred to in 9a) through c) above shall require a vote in favour thereof by the
Independent Member, provided that none of the Supervisory Board members
interested in the subject of the resolution cannot vote in favour of the adoption of such
resolution.
18 Supervisory Board members may take part in the adoption of Supervisory Board
resolutions by casting their votes in writing through another Supervisory Board
member. The casting of a vote in writing through another Supervisory Board member
cannot apply to matters added to the agenda in the course of a Supervisory Board
meeting.
19 Resolutions concerning the appointment of the chairperson of the Supervisory Board,
the appointment of a Management Board member, and the dismissal and suspension
from duty of the chairperson of the Supervisory Board or a Management Board
member, respectively, cannot be adopted in the manner specified in sections: (i) 15
and (ii) 18 above.
20 At the request of an Independent Member, the Supervisory Board shall be required to
perform the supervisory actions referred to in such request, as defined in the
Commercial Companies Code, provided that the member who made the request is
designated to directly perform such supervisory actions.
21 The non-competition clause and the restrictions relating to participation in any
competitive entities which apply to the Company`s Management Board members shall
also apply to Supervisory Board members seconded to perform permanent individual
supervisory functions as defined in Article 390 of the Commercial Companies Code.
22 The Meeting of the Shareholders may adopt the rules of the Supervisory Board which
define its organisation and the manner of the performance of actions by the Board.
23 Resolutions of the Meetings of the Shareholders with respect to the issue referred to in
section 22 above as well as with regard to any amendments to such rules or the
revocation thereof shall require an absolute majority of 2/3 (two thirds) of the votes
casts in order to be adopted.
24 Members of the Supervisory Board shall be appointed for a term of three years.
25 The Supervisory Board shall appoint an audit committee responsible for the review of
matters related to the Company`s finances. The audit committee shall consist of three
members appointed by the Supervisory Board, including the Independent Member and
two members other than the chairman of the Supervisory Board.
Article 10
MANAGEMENT BOARD
1 The Management Board shall consist of 1 (one) to 7 (seven) members appointed by
the Supervisory Board. The Supervisory Board shall designate the president of the
Management Board and his or her deputy. The members of the Management Board
shall be elected for three-year terms.
2 The Management Board shall represent the Company before third parties and shall
manage the Company`s enterprises and assets. The Management Board shall operate
in accordance with the statute and the resolutions of the Meetings of the Shareholders.
The detailed scope of the competencies of the Management Board, including a
detailed description of the rules of functioning of the Management Board shall be
defined in the Rules of the Management Board and approved by the Supervisory
Board.
3 Two members of the Management Board acting jointly shall be authorised to represent
the Company. Should the Management Board consist of one member, he shall be
authorised to represent the Company individually.
4 Without the Supervisory Board`s consent, no Management Board member shall have
the right to get involved in the operations of any competitive business or participate in
a company conducting competitive activity either as its employee, management board
member or shareholder holding (directly or indirectly) more than 1% (one percent) of
the share capital of such company. A competitive business shall be understood as an
entity conducting activities including, among others, the marketing, purchase or sale
of real estate, the lease of real properties, advisory services, within the scope of real
estate, and the construction and financing of real estate ventures in Poland or other
countries in which the Company or its Subsidiaries operate.
5 Within the limits defined by law, the Management Board may convene meetings both
within the territory of the Republic of Poland and abroad.
6 With regard to the actions referred to in section 9 Article 9 (Supervisory Board) above,
the Management Board is required to obtain the prior consent of the Supervisory
Board.
7 The Management Board may, upon receipt of the consent of the Supervisory Board
and the Meeting of the Shareholders, pay to shareholders, in the course of the financial
year, an advance towards the projected dividend at the end of the financial year in
accordance with the Commercial Companies Code.
Article 11
FINANCIAL BOOKS AND COMPANY ACCOUNTS
1 The financial year of the Company shall be the calendar year.
2 Within 3 (three) months after the end of the financial year, the Management Board
shall prepare the annual financial statements of the Company including the balance
sheet and the profit and loss account for the previous year, and recommendations with
regard to the division of profits and coverage of losses as well as all other reports
required by law and a cash flow statement and, subsequently, present such
documentation to the Supervisory Board for evaluation.
3 The Management Board of the Company shall select and use the services of expert
auditors for the purposes of auditing the financial books of the Company at the end of
each financial year, subject to 9c) of Article 9 (Supervisory Board) above.
Article 12
MISCELLANEOUS
1 The Company shall create a reserve capital through write-offs at 8% (eight percent) of
the annual profit after tax until such reserve capital reaches at least 1/3 (one-third) of
the of the value of the share capital.
2 Furthermore, the reserve capital shall also be credited with all of the surpluses from
share issues over and above the nominal value thereof, additional payments due with
respect to any additional privileges assigned to shares, other additional payments by
shareholders which do not increase the share capital as well as any and all amounts
from the revaluation of fixed assets.
3 The Company shall have the right to create other spare and special purpose funds as
defined by the Meeting of the Shareholders.
4 The Meeting of the Shareholders shall decide on the manner of use of the spare and
special purpose capital.
Article 13
FINAL PROVISIONS
1 In case of any doubt, any and all matters not regulated by this statute shall be governed
by the Commercial Companies Code and other relevant provisions of Polish law.
2 Copies of this statute shall be issued to the Shareholders and the Company.
RESOLUTION No. 20
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
regarding the adoption of the new Rules of the Supervisory Board
§ 1.
Pursuant to Article 391 §3 of the Commercial Companies Code and Article 7 section 8.7 of the
Company’s statute, the Annual General Meeting of the Shareholders of the Company hereby adopts
the new Rules of the Supervisory Board. The new Rules of the Supervisory Board constitute Schedule
No. 1 to this resolution.
§ 2.
The new Rules of the Supervisory Board attached to this resolution shall restate the previous
supervisory board bylaws, which are hereby revoked.
§ 3.
This resolution shall come into force on the date of its adoption.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 396,190,289 - 7,852,183
RESOLUTION No. 21
of the Annual General Meeting of the Shareholders
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 16 May 2017
on the adoption of the International Financial Reporting Standards for the stand-alone financials of
the Company as of June 2017
§ 1.
The Annual General Meeting of the Shareholders of the Company, further to resolution No. 9 of the
Supervisory Board of the Company dated 17 March 2017, hereby resolves, pursuant to Article 45
section 1c of the Polish Accountancy Act dated 29 September 1994, as amended, to apply the
International Financial Reporting Standards and the interpretation guidelines related thereto issued in
the form of the regulations of the European Commission to the preparation of the Company’s stand-
alone financial statements starting from the interim financial statements for the period ending 30 June
2017.
§ 2.
This resolution shall come into force on the date of its adoption.
The number of Percentage share Total number of The number of The number The number of
shares of of shares, of valid shares votes in favour of votes votes abstained
which given which given of the against the
valid votes valid votes resolution resolution
404,042,472 87.79% 404,042,472 404,042,472 - -
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