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Notice to GTC shareholders in respect of the exchange rate for the cash dividend and updated tax considerations
GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
(“GTC” or “the Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
NOTICE TO GTC SHAREHOLDERS IN RESPECT OF THE EXCHANGE RATE FOR THE CASH DIVIDEND AND
UPDATED TAX CONSIDERATIONS
Further to the announcement made on 18 May 2017, where the terms below have been defined, in respect of
a cash dividend or an election to receive newly issued GTC shares, shareholders are advised as follows:
Shareholders on the South African register will receive their cash dividend in South African Rand converted
from PLN at an exchange rate of PLN1.00 : ZAR3.53460. Accordingly, the cash dividend of PLN 0.27 per share
will be equal to ZAR0.95434 per share.
The information provided in this paragraph is only of direct application to shareholders on the South African
share register. The gross local dividend amount is ZAR0.95434 per share for shareholders exempt from paying
South African dividends tax. The net local dividend amount is ZAR0.76347 per share for shareholders liable to
pay dividends tax at the rate of 20%.
South African shareholders are required to notify their duly appointed CSDP, broker or custodian if they wish
to receive the new GTC shares pursuant to the Share Election in the manner and the time stipulated in the
agreement governing the relationship between such shareholders and their CSDP, broker or custodian, failing
which they will receive the cash dividend. The ratio, the price of the shares issued in the Share Election and the
last day for South African shareholders to participate in the Share Election in lieu of the cash dividend will be
announced on Friday, 26 May 2017.
South African Shareholders are reminded that GTC is a company incorporated under the laws of the Republic
of Poland with a primary listing on the Warsaw Stock Exchange. Consequently, Polish rules are applicable to
the Cash Dividend or Share Election process.
POLISH DIVIDEND WITHHOLDING TAX
Polish dividend withholding tax (“PWHT”) at a rate of 19% will be withheld in Poland on the dividend
distribution and the PWHT withheld will be remitted to the Polish Tax Authorities, leaving a distribution
amount per share of ZAR0.77302 per share net of PWHT.
The PWHT may be reduced if a shareholder qualifies for an exemption from or a reduction of PWHT on the
basis of Polish domestic law and/or a Double Tax Agreement concluded by Poland (“DTA”) and the formal
requirements that apply to such exemption from or reduction of PWHT are satisfied.
SOUTH AFRICAN DIVIDENDS WITHHOLDING TAX
Dividends received from a foreign resident company in respect of a share that is listed on the JSE are regarded
as foreign dividends for South African income tax and dividends withholding tax purposes. The foreign
dividends are exempt from South African income tax in respect of foreign shareholders and South African
shareholders.
The dividends will however be subject to South African dividends withholding tax (“SADWT”) at a rate of 20%,
unless a shareholder qualifies for an exemption from SADWT. For example, a South African company
shareholder or retirement fund will be exempt from SADWT.
However, a shareholder who receives a dividend which is subject to SADWT and who does not qualify for an
exemption, will qualify for a rebate of the foreign taxes paid in respect of such dividend. Accordingly, if 19%
PWHT is suffered in Poland, dividends received in respect of a share that is listed on the JSE will be subject to
an additional 1% SADWT, resulting in shareholders on the South African register who are not exempt from
SADWT receiving a net local dividend amount of ZAR0.76347 per share. The regulated intermediary will be
responsible for withholding the 1% from the dividend payable to shareholders on the South African register
and paying such amounts to the South African Revenue Service, such that the total dividend withholding tax
paid by such shareholders amounts in aggregate to 20%.
The information provided above does not constitute tax advice and is only provided as a general guide on the
Polish and South African tax treatment of the cash dividend declaration by GTC to South African tax resident
shareholders. For shareholders residing outside of South Africa, the dividend may have other legal or tax
implications and such shareholders are advised to obtain appropriate advice from their professional advisers in
this regard. Tax matters are complex, and the tax consequences to a particular shareholder will depend in part
on such shareholder's circumstances. Accordingly, a shareholder is urged to consult his own tax advisor for a
full understanding of the tax consequences to him, including the applicability and effect of Polish tax laws.
Date: 22 May 2017
Warsaw, Poland
Sponsor: Investec Bank Limited
Legal disclaimer
The material set forth herein constitutes the fulfilment of the applicable disclosure obligations of the Company.
The publication of this communication is for information purposes only and does not constitute the making
available of information to promote the purchase or acquisition of securities or an inducement of their
purchase or acquisition, including within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on
Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and
Public Companies, as amended, and does not constitute a promotional campaign within the meaning of Article
53 section 2 of such act.
The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or the laws of any state, and may only be offered or sold within the United
States under an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state laws. No public offering of the Company’s securities will be made in the
United States.
It may be unlawful to distribute this document in certain jurisdictions. In particular this document is not for
distribution in the United States, Canada, Japan or Australia.
Date: 22/05/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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