GLOBE TRADE CENTRE SA - Statement of the Management Board

Subject: Statement of the Management Board of Globe Trade Centre S.A.

regarding the proposed share capital increase by way of a rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER

JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY BE

SUBJECT TO RESTRICTIONS OR PROHIBITED BY LAW

STATEMENT OF THE MANAGEMENT BOARD

of Globe Trade Centre S.A. with its registered seat in Warsaw

regarding the proposed share capital increase by way of a rights issue

On 15 September 2014, an extraordinary general meeting of the

shareholders of Globe Trade Centre S.A. (the "Company") was convened.

The announcement on the convocation of such general meeting contains,

inter alia, a draft of resolution No. 4 regarding the increase of the

Company's share capital by way of a rights issue of ordinary bearer

shares, on conducting a public offering of newly-issued shares, on

setting the record date for the pre-emptive rights related to the

newly-issued shares as 16 December 2014, on the dematerialisation and

seeking the admission and introduction to trading on the regulated

market operated by the Warsaw Stock Exchange of the pre-emptive rights,

rights to shares and newly-issued shares, and on amending the Company's

statute (the "Issue Resolution").

In connection with the share capital increase by way of the issuance of

series K shares pursuant to the Issue Resolution (the "Offering"), the

management board hereby declares that it is its intention to use the net

proceeds from the Offering to realize its new strategy of acquiring

yielding properties where GTC will unlock value add potential

capitalizing on its regional platform and asset management skills in

addition to organic growth from the existing portfolio.

The investments will be reviewed and acquired based on the following

target criteria:

• institutional grade office and retail assets;

• located in Warsaw or secondary cities in Poland and in the capital

cities of CEE and SEE countries;

• cash generation ability;

• potential growth of net operating income at a level of up to 30%

through pre-leasing, improvement in occupancy and rental rates, and

repositioning;

• return on equity: initially at the low teens level; and

• potential to increase return on equity to the mid-teens through active

asset management.

It is planned for the Offering proceeds to be invested or committed in a

period of up to 18 months from the completion of the Offering. In case

the Company during this period will have invested or committed less than

90% of the Offering proceeds for investments as outlined above, the

Company will institute a share buyback programme in the amount of the

remaining non-committed Offering proceeds, with the buyback price per

share not lower than to the Offering price plus 3M WIBOR over the

outstanding period.

The investments financed with the proceeds from the Offering will be

selective and will be evaluated based on the market opportunity and

assumed potential return on investment. The Company may invest alone or

may co-invest with partners, which will allow for increased portfolio

diversification and scope.

The Management Board will also recommend to the Supervisory Board to

establish an Investment Committee ("IC"), with the recommendation that

the majority of its members shall be independent members of the

Supervisory Board. The IC will (i) oversee the investment of the

Offering proceeds; and (ii) review and approve individual acquisition

proposals put forward by the Management Board.

Legal disclaimer

The information disclosed herein constitutes the fulfilment of

disclosure obligations to which Globe Trade Centre S.A. (the "Company")

is subject, is for information purposes only and under no circumstances

shall constitute the basis for any decision to invest in the securities

of the Company. After its approval by the Polish Financial Supervision

Authority, the prospectus (the "Prospectus") prepared in connection with

the public offering of the Company's securities in Poland (the

"Offering") and the seeking of the admission and introduction of such

securities to trading on the main market of the Warsaw Stock Exchange

will be the sole legally binding document containing information on the

Company and the offering of the Company's securities in Poland. The

Prospectus will be published in line with applicable provisions of law.

The information disclosed herein is for informational and promotional

purposes only and does not constitute an offer of securities for sale in

the United States or any other jurisdiction in which such offer or

solicitation is unlawful. 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 Canada, Japan or

Australia. The information in this document does not constitute an offer

of securities for sale.

More information on page: biznes.pap.pl

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