THIS IS AN UNOFFICIAL ENGLISH TRANSLATION (“TRANSLATION”)
OF THE POLISH LANGUAGE VERSION OF THE TERMS OF SUBSCRIPTION (THE “TERMS OF SUBSCRIPTION”) IN CONNECTION WITH THE PUBLIC OFFERING OF UP TO 1,800,000 SERIES G SHARES OF
THE GLOBE TRADE CENTRE S.A. (THE “COMPANY”)

The Polish language version of the Terms of Subscription is the only binding document. Neither the Company nor any of its advisors take any responsibility whatsoever for the Translation and its accuracy or content. The Translation has been prepared for informational purposes only. The Translation does not constitute an offer or invitation by or on behalf of the Company or the Managers (as defined below) to subscribe for any of the Company’s shares. 

TERMS OF SUBSCRIPTION

IN CONNECTION WITH THE PUBLIC OFFERING OF 

UP TO 1,800,000 SERIES G SHARES, WITH A NOMINAL VALUE OF 1 PLN EACH (“NEW ISSUE SHARES”)

OF

GLOBE TRADE CENTRE S.A.
WITH ITS SEAT IN WARSAW, POLAND
 (“GTC”, “COMPANY”)

This document contains the terms of subscription (the “Terms of Subscription”) in connection with the public offering of the New Issue Shares (the “Offering”) and their subscription by means of a private subscription, as defined in Art. 431, sec. 2, item 1 of the Polish Commercial Companies Code of 15 September 2000 (the "Commercial Companies Code"). The Offering is directed solely to qualified investors, within the meaning of Art. 8, item 1 of the Act of 29 July 2005 on Public Offering and Conditions for Introduction of Financial Instruments into Organised Trading System and on Public Companies (the "Securities Law") and to other investors, each of which will acquire New Issue Shares with the aggregate issue price of at least a PLN equivalent of EUR 50,000, converted at the average exchange rate published by the National Bank of Poland on the date of pricing of the Offering (collectively referred to as the “Eligible Investors”). These Terms of Subscription do not constitute an offering prospectus, offering memorandum or listing particulars (collectively referred to as the “Offering Documents”). Based on the exemptions set forth in Art. 7 sec. 3 points 1) and 2) and sec. 4 point 1) of the Securities Law no Offering Documents will be prepared in connection with the Offering or the listing of the New Issue Shares on the Warsaw Stock Exchange.
Legal basis of the Offering
The issuance of the New Issue Shares has been approved by the extraordinary general meeting of shareholders of GTC on 20 March 2006. The Terms of Subscription of the New Issue Shares have been disclosed by GTC on 21 March 2006 in the form of a current report (the “Current Report”) in accordance with art. 56 sec. 1, item 2 of the Securities Law.
Offerors, Managers and Joint Bookrunners of the Offering
Centralny Dom Maklerski Pekao S.A. (“CDM Pekao”) and ING Securities S.A. (“ING Securities”) are acting as the Offerors of the New Issue Shares in the Offering. CDM Pekao, CAIB Corporate Finance Limited, London and CAIB International Markets Limited, (collectively, “CAIB London”), ING Securities, and ING Bank N.V., acting through its London branch (“ING London”) are acting as joint lead managers and joint book runners of the Offering (the “Managers”).
Description of New Issue Shares
The Offering comprises up to 1,800,000 series G shares of GTC. It is the intention of GTC to place the maximum number of the New Issue Shares, subject to satisfactory pricing. If fully subscribed, the New Issue Shares will represent 8.27% of the share capital and the total number of votes at the general meeting of GTC’s shareholders.
The New Issue Shares will be ordinary bearer shares and will rank pari passu with all existing shares of the Company, denoted with the ISIN code PLGTC0000037. The Company intends to seek listing of the New Issue Shares on the Warsaw Stock Exchange (“WSE”) as soon as practicable after the closing of the Offering. Pending court registration of the share capital increase resulting from the Offering, the Company intends to seek listing of rights to New Issue Shares (“PDA”) on the WSE.
Timetable
As of the date hereof, the Offering is planned to take place between 21 March and 29 March 2006 in accordance with the following timetable:
21 March 2006, at about 17.00 hours Warsaw time	Publication by GTC of these Terms of Subscription in the form of a Current Report.	
21 March 2006, after 18.00 hours Warsaw time	Bookbuilding commences. Declarations of interest to acquire the New Issue Shares from Eligible Investors to be received.	
23 March 2006	Bookbuilding ends - subscription price of the New Issue Shares (the “Subscription Price”) to be determined by the Management Board of GTC, upon advice from the Managers, and announced. Allotment list to be prepared.	
following preparation of allotment list 	Notices to be sent to the Eligible Investors of the respective number of the New Issue Shares allocated in the allotment list, along with a offer by GTC to subscribe for the New Issue Shares.	
	Opening of the subscription offering for the New Issue Shares.	
24 March 2006, by 16.00 hours Warsaw time (“Closing”)	Agreements (as defined below) to be signed between GTC and the Eligible Investors.
Payment of the total subscription price from the Eligible Investors received.	
	Closing of the subscription offering for the New Issue Shares.	
27 March 2006	Application by GTC to the National Depository of Securities (“NDS”) to register the PDAs and to the WSE for listing. Application to the registry court for the registration of the share capital increase.	
28 March 2006 (expected date)	Acceptance of the PDAs to the NDS’s deposit, assignment of the ISIN code for the PDAs.	
	Acceptance of the PDAs by the WSE for listing and continuous trading on the main market.	
29 March 2006 (expected date)	Trading in the PDAs starts on the WSE.	
End of April/early May	Registration of the share capital increase, New Issue Shares deposited with the NDS and listed on the WSE (replacing PDAs). 	

Investors should note that the bookbuilding period may be shortened to one day by GTC, upon advice of the Managers, if the demand in the bookbuilding process is sufficient to determine the subscription price and prepare the allotment list.
GTC reserves the right to change any of the dates set forth above regarding the Offering, including the commencement and closing dates of the bookbuilding process and the subscription period. GTC will announce information on any such change in the form of a Current Report no later than one business day prior to the respective date set forth above.
Bookbuilding process
Declarations of interest regarding the purchase of the New Issue Shares may only be placed by the Eligible Investors invited to do so by the Managers, acting upon a mandate from GTC.
The number of the New Issue Shares allotted to each of the Eligible Investors will be determined by GTC in its sole discretion, upon advice of the Managers, provided, however, that the number of New Issue Shares allotted to each of the Eligible Investors cannot be higher than the number set forth in the declaration of interest placed by such Eligible Investor. Investors who declare a price lower than the Subscription Price will not have the right to subscribe for the New Issue Shares and will not be included on the allotment list. GTC reserves the right to refuse to allot any, or allot a lesser number of the New Issue Shares than that specified in a given Eligible Investor’s declaration of interest, without stating a reason for such decision. The results of the bookbuilding process will not be disclosed to the public.
Subscription
The subscription orders for the New Issue Shares will be accepted from Eligible Investors included on the allotment list who have been invited to place subscription orders by the Managers, acting upon a mandate from GTC.
To place a subscription order each of the Subscribing Investors will enter, in accordance with Art 441, paragraph 2, item 6 of the Commercial Companies Code, into a standard, non-negotiable subscription agreement with the Company (the “Agreement”), in the form attached hereto as Exhibit A. 
Terms, place and date of payment for the New Issue Shares 
Payment for the New Issue Shares may only be made in PLN. It should be made with a value date not later than 24 March 2006 in such a manner that the funds can be accessed on that date. 
The funds should be paid In, depending on the place of placing the subscription, into the account of one of the Managers. The appropriate account number shall be provided to the Eligible Investor by the Manager together with information on the number of New Issue Shares that have been allotted to such investor in accordance with the allotment list.

Lock-Up in connection with the Offering
Except for the issue of the New Issue Shares and as otherwise specified below, the Company agreed that in the period of six (6) months from the allocation of the New Issue Shares, it will not propose or otherwise support an offering of any of its new shares, announce any intention to offer new shares and/or to issue any securities convertible into the Company’s stock or securities that in any other manner represent the right to acquire the Company’s shares, or conclude any transaction (including any transaction involving derivatives) whose economic effect would be similar to the effect of selling the Company’s stock, without the prior written consent of the Managers, which consent shall not be groundlessly withheld if the foregoing does not have an adverse effect on the interests of the investors acquiring the New Issue Shares in the Subscription Offering. The above restriction shall not apply to any offering, issuance or transaction in connection with a management incentive option scheme of the Company. 
Furthermore, GTC International B.V. (“GTCI”) (which, at the date hereof, holds in excess of 50% of the Company’s share capital) agreed that in the period of six (6) months from the allocation of the New Issue Shares, it shall not sell or announce an intention to sell any of the Company’s shares it holds as of the date on which the Offering will be launched, or: (i) to issue any securities exchangeable into the Company’s stock or (ii) to issue any securities that in any other manner represent the right to acquire the Company’s shares, as well as not to (iii) to conclude any transaction (including any transaction involving derivatives) whose economic effect would be similar to the effect of selling the Company’s stock, without the prior consent of the Managers, which consent shall not be groundlessly withheld if the foregoing does not have an adverse effect on the interests of the investors who acquired the New Issue Shares in the Subscription Offering. In addition, GTCI undertook not to propose, vote in favour of or otherwise support: (i) any increase of the Company’s share capital, (ii) any issuance of securities convertible into the Company’s stock or (iii) any issuance of any other securities that in any other manner represent the right to acquire the Company’s shares, as well as not (iv) to conclude any transaction (including any transaction involving derivatives) whose economic effect would be similar to the effect of causing the Company to issue such instruments (referred to, together with undertaking defined in the preceding sentence as “GTCI’s Lock Up”). The above restriction shall not apply to (i) the intended legal merger between GTC Real Estate N.V. („GTC RE”) as acquiring company and GTCI as disappearing company which is most likely to be finalised before the end of April 2006, as a result of which GTCI will cease to exist and GTC RE will acquire all assets (including but not limited to the shares held by GTCI in the share capital of the Company) and liabilities of GTCI by universal title, and (ii) the 3,358,054 Company’s shares that are pledged by GTCI as collateral in connection with its indebtedness outstanding as of the date of the GTCI’s Lock Up and also to those shares that GTCI is obliged to additionally pledge in case of changes in the value of the pledged shares in connection with its indebtedness outstanding as of the date of the GTCI”s Lock Up. GTC RE will be bound by the GTCI’s Lock Up as of the effectuation of the aforementioned legal merger, and shares released from the aforementioned pledge will be covered by GTCI’s Lock Up.
Lack of registration of the New Issue Shares
If the share capital increase in connection with the issue of the New Issue Shares is not registered, the holders of PDAs will be entitled to receive repayment of the Subscription Price per each PDA that they will hold on the last day of trading in the PDAs on the WSE, without any interest or damages.
Legal restrictions
These Terms of Subscription do not constitute an offer to sell, or a solicitation of an offer to purchase, the New Issue Shares (a) in any jurisdiction where it is unlawful to make such an offer or solicitation or (b) to any person to whom it is unlawful to make such an offer or solicitation. The distribution of these Terms of Subscription may not be used for, and does not constitute, an offer to, or solicitation by, anyone in any jurisdiction in which such offer or solicitation is not authorised by the appropriate regulators or is unlawful. Persons who may come into possession of these Terms of Subscription are required by the Company and the Managers to inform themselves about and to observe such restrictions.
Except in connection with offers and sales of the New Issue Shares in Poland, no action has been taken or will be taken in any jurisdiction by the Company or the Managers or the Company that would permit a public offering of the New Issue Shares, or possession or distribution of these Terms of Subscription, or any amendment or supplement thereto, issued in connection with the proposed sale of the New Issue Shares or any other offering or publicity material relating to the New Issue Shares, in any country or jurisdiction where action for that purpose is required.
The Offering is being conducted solely on the territory of the Republic of Poland. The Terms of Subscription, the New Issue Shares or the PDAs have not been and will not be registered, approved or subject to notification in any jurisdiction, in particular in accordance with the provisions of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading or under the United States Securities Act of 1933, as amended.
Important notice
The Managers are acting for GTC and not the recipient of the Terms of Subscription. The receipt of the Terms of Subscription is not to be taken as constituting the giving of investment advice by the Managers to that recipient, nor to constitute such person a customer of the Managers. Accordingly, the Managers will not be responsible to the recipient for providing protections afforded to their customers or advising the recipient in relation to the Offering. Recipients are recommended to take their own appropriate financial or other professional advice in connection with the Offering.
Warsaw, 21 March 2006
EXHIBIT A
FORM OF SUBSCRIPTION AGREEMENT 
THIS SUBSCRIPTION AGREEMENT (hereinafter referred to as the “Agreement”) is entered into on this [●] day of [●], 2006, in Warsaw, by and between:
Globe Trade Centre Spółka Akcyjna, with its seat in Warsaw, at ul. Domaniewska 41, entered in the National Court Register kept by the District Court for the capital city of Warsaw, XX Commercial Division, under number 000061500, hereinafter referred to as the “Issuer” or the “Company”, represented by [●] and [●];
and
[●], with its seat in [●], entered in the [●], under the number [●], referred to hereinafter as the “Investor”, represented by [●]
The Issuer and the Investor are hereinafter jointly referred to as the “Parties”, and individually as a “Party”.
WHEREAS:
(A)	On 20 March 2006, the Management Board of the Issuer adopted the Resolution No. 1 on increasing the Issuer’s share capital (hereinafter the “Resolution”), through the issuance of up to 1,800,000 Series G ordinary bearer shares, each having a nominal value of PLN 1.00 (the “New Issue Shares”); 
(B)	According to the Resolution, the New Issue Shares are to be offered exclusively to:
a.	qualified investors within the meaning of Art. 7 section 3.1 of the Act on Public Offerings and on the Terms and Conditions of Introducing Financial Instruments to Organized Trading and on Public Companies, dated 29 July 2005 (the “Securities Law”), that is: (i) financial institutions or other legal persons authorised on the basis of applicable laws regulating their activities to operate on financial markets, including brokerage houses, banks, foreign investment firms, investment funds, investment fund companies, open-end pension funds, pension fund companies, as well as other collective investment undertakings or managing companies of such undertakings, insurance institutions, and (ii) other legal persons whose sole activity as defined in their articles of association is to invest in securities, or (iii) states, regional or local authorities, including local government bodies, central banks of states, international financial institutions, in particular the International Monetary Fund, the European Central Bank and the European Investment Bank, and (iv) legal persons other than a small or medium-sized enterprise as defined in Art. 8.3 of the Securities Law, and (v) natural persons, resident in the Republic of Poland, where such natural person has been entered in the register of qualified investors; and
b.	to such investors who will each purchase New Issue Shares with an aggregate subscription price of at least the PLN equivalent of EUR 50,000, within the meaning of Art. 7 section 3.2 of the Securities Law.
(both categories of investors referred to herein as the “Eligible Investors”);
(C)	The Issuer intends to list the New Issue Shares and the rights to the New Issue Shares (the “PDAs”) on the regulated market of the Warsaw Stock Exchange (the “WSE”);
(D)	On [●], 2006 the Management Board of the Issuer set the subscription price of the New Issue Shares at [●] PLN (the “Subscription Price”); and
(E)	The Issuer intends to offer, and the Investor intends to subscribe for at the Subscription Price, the number of the New Issue Shares specified herein, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties agree as follows:
§ 1
1.	The Issuer hereby makes an offer to the Investor to subscribe for the number of the New Issue Shares specified in Attachment No. 1 column B hereto next to the name of the Investor at the Subscription Price (hereinafter referred to as the “Offer to Subscribe for New Issue Shares”).
2.	The Investors hereby accepts the Offer and hereby subscribes for the number of shares specified in Attachment No. 1 column B hereto, next to the name of the given Investor (hereinafter referred to as the “Subscribed Shares”), in accordance with Article 431 § 2 item 1 of the Polish Commercial Companies Code. 
3.	The aggregate Subscription Price for Subscribed Shares subscribed for by the Investor is specified in Attachment No. 1 column C hereto (the “Total Price”). The Investor agrees to pay in the full amount of the Total Price in accordance with the Terms of Subscription dated 21 March 2006. 
4.	The Investor designates the securities account specified in Attachment No. 1 column D maintained by the entity specified in Attachment No. 1 column E as the securities account to which the Subscribed Shares should be deposited.
5.	In the event that the Investor fails to satisfy the payment obligation set forth in section 3 above, this Agreement shall terminate and the Issuer shall be under no obligation to deliver any New Issue Shares to the Investor.
§ 2
The Investor represents and agrees as follows:
(i)	it accepts that the Offer to Subscribe for New Issue Shares is being executed based on provisions of Polish law that permit such conduct of the Offering and the listing of the New Issue Shares on the regulated market without an offering prospectus;
(ii)	it and is, and until the registration of the New Issue Shares by the registry court, will continue to be an Eligible Investor;
(iii)	it accepts the terms of the Offer to Subscribe for New Issue Shares, as set forth in the Terms of Subscription dated 21 March 2006;
(iv)	has read and agrees to accept the wording of the Company's statutes;
(v)	it has such knowledge and experience in the financial and business matters as to be capable of evaluating the merits and risks of an investment in the New Issue Shares and is able to bear the economic risk of investment in the New Issue Shares; and
(vi)	it has not relied upon, or been induced to enter into this Subscription Agreement by, any promise, representation or warranty, whether express or implied and whether as to the past or the future, except as specifically set forth in this Subscription Agreement.
§ 3
The Issuer hereby represents and warrants as follows: 
(i)	the Issuer is a legal entity that has been duly incorporated and is conducting operations under the laws of the Republic of Poland; 
(ii)	all of the Issuer’s shares have been duly authorized and, except for the New Issue Shares, have been issued and are fully paid; and
(iii)	the Resolution has been properly adopted and constitutes a valid authorisation for the Management Board to effect the Subscription Offering.
§ 4
1.	Any amendments or supplements to this Agreement shall be invalid unless made in writing.
2.	This Agreement shall be governed by and construed in accordance with Polish law.
3.	Any disputes connected with or arising from this Agreement shall be resolved by the Polish courts.
IN WITNESS WHEREOF, the Parties have made and entered into this Agreement as of the date and year first written above.
GLOBE TRADE CENTRE S.A. 
Signature:	_____________________
Name:
Position:

Signature:	_____________________
Name:
Position:

_________________________

Signature:	_____________________
Name:
Position:

Signature:	_____________________
Name:
Position:

ATTACHMENT NO. 1
A	B	C	D	E	
Name of Investor	Number of New Issue Shares subscribed for by the Investor	Total Subscription Price	Number of securities account	Name of entity maintaining securities account	

					

					

Total:					

ACCEPTED:
[Name of Manager]