1
CONSOLIDATED
ANNUAL
REPORT
OF GLOBE TRADE CENTRE S.A.
CAPITAL GROUP
FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER
2023
Place and date of publication:
Warsaw, 24 April 2024
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
LIST OF CONTENTS:
01. Letter of the management board
02. Management board’s report on the activities of Globe Trade Centre S.A.
Capital Group in the financial year ended 31 December 2023 including
Statement on the application of the principles of corporate governance for
the financial year ended 31 December 2023
03. Management board’s representations
04. Management board’s information on the appointment of the audit company
05. Supervisory board’s statement
06. Assessment of the supervisory board
07. Consolidated financial statements for the year ended 31 December 2023
08. Independent auditor’s report on the audit of the annual consolidated financial
statements
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Dear Stakeholders,
despite overall challenging market conditions, the 2023 showed some signs of stabilisation, we were
able to maintain stable occupancy, expand our portfolio and achieve an increase in revenues. At the
end of the year, we had 87% of our commercial space occupied with an average lease term of 3.5 years
and our revenues boosted by indexation increased 10% to EUR 183 million and FFO reached EUR 71
million. GTC Group is open to new opportunities and challenges that 2024 brings.
PORTFOLIO DEVELOPMENT AND MANAGEMENT
Throughout 2023, we continued to advance our business, strengthening our standing as a global
purveyor of office and retail properties. In January 2023, disposal of Forest Offices Debrecen in Hungary
– our A-class office located in Debrecen – generated €49m of free cash, which was reinvested into
development of Center Point 3 in Budapest and acquisition of value-add properties, including Lánchíd
and Vörösmarthy Office, which while redeveloped will add to our portfolio and cash flow generation.
We grew our portfolio by completion of development/redevelopment of office projects in Budapest where
we completed redevelopment of two out of seven office buildings in Rose Hill Business Campus and in
Zagreb where we delivered Matrix C, an A-class and green office building that offers 10,500 sq m of
highly attractive office space which is already 96% occupied.
Leasing activity in the office sector reached 106,000 sq m in 2023 which allowed us to keep our office
occupancy at stable 84%, with an average weighted lease term of 3.5 years. Retail sector leasing has
also reached its hights with 38,100 sq m leased in 2023 which turned into an increase in occupancy to
96%. The average weighted lease term stood at healthy 3.5 years.
As a result, at the end of the year, our property portfolio remained its value and stood at EUR 2.4 billion.
The Group's EPRA net asset value (NAV) now stands at EUR 1,232 million as compared to EUR 1,273
million.
FINANCIAL RESULTS
Having been appointed to the management board only during 2023, we have spent the past months
gaining comprehensive view into the strength and resilience of our business model, the robust property
solutions, our strong customer focus, and the exceptional team. This review resulted in a new strategic
directions being drafted centred around stable growth, financial prudence and environmental
sustainability with a commitment to create long-term value for its stakeholders. Group will focus on its
core sectors in its core markets, however also foresees entering broadly understood living sector in its
core markets but also in new strong markets with growth potential (Germany, UK) or highly rated
countries to increase the overall rating of the Group.
Our future growth should be based on our core competences including construction of new real assets
to earn developer’s profit and adding value to the standing properties via strong asset management.
From a financial perspective, 2023 was a good year, where despite challenging market conditions we
were able to record revenue growth of 10%, mostly boosted by an increase in rental revenues following
the completion of Pillar in Budapest, GTC X in Belgrade, two office buildings in Rose Hill Business
Campus in Budapest and Matrix C in Zagreb combined with indexation of rental rates at the European
CPI. We also recorded a 4% increase in FFO to EUR 71 million.
Loss on the revaluation of standing investments was EUR 56.3 million following a slight increase in yield
combined with changes in Estimated Rental Values.
In the fourth quarter of 2023, we signed a new loan for our ABC office project in Sofia in the amount of
EUR 36 million, which confirms our ability to raise debt financing. We decided to dedicate majority of
those new funds to dedicate towards the acquisition of green bonds issued by GTC Aurora. Our
weighted average cost of debt increased slightly to 2.48% which is still below the current market interest
rates.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
ESG VALUES EMBEDDED IN OUR DNA
While we have many reasons to be proud of our track record and consistent ESG approach, we never
forget about our responsibility to the environment and the local communities of which we are a part.
GTC was the first commercial developer in Central and Eastern Europe to begin publishing reports
concerning Environmental, Social and Corporate Governance. In 2023, we have already published our
third consecutive ESG report.
To minimize our environmental impact, we are pursuing the ideal of sustainable construction at every
stage of our projects. As much as 92% of our entire portfolio is BREEAM/LEED/DGNB certified, and we
aim to have all new and existing buildings (where possible) BREEAM/LEED certified – the remainder
6% is in the certification process. These certifications symbolise sustainability through cost-saving,
efficiency improvement, carbon emission reduction, and creation of healthier spaces.
Major accomplishments in 2023 included the achievement of LEED Gold certifications for the Sofia
Tower, GTC X building, Mall of Sofia, and GTC Hungary’s flagship project – CenterPoint I&II. We
continuously monitor their data, performance, and LEED scores. Our facilities are strategically located
for easy public transportation access and reduction of car commutes. We also invest in green spaces
like roof gardens.
We are constantly upgrading our leased office spaces for tenant comfort, introducing amenities such as
evacuation chairs, sign language interpreters, intercoms in elevators, Braille buttons, and additional
ramps. Our efforts have been rewarded, with 8 buildings in Poland receiving “Building without Barriers”
certificates and 13 assets in Croatia and Hungary receiving access4you® certificates.
Moreover, for the third consecutive year, GTC has been honoured with the silver EPRA Sustainability
Best Practices Recommendations Award. We received this prestigious award for the implementation of
environmental, social, and corporate governance reporting practices, as outlined in our 2022 ESG
Report. It confirms the high ESG standards implemented by the Group on a CEE scale.
THANK YOU FOR BEING A PART OF OUR JOURNEY
We would like to thank all our stakeholders and business partners for their trust and faith in the GTC
Group’s performance. We would also like to express gratitude to our employees – it is your engagement,
experience, positive energy and extensive sector knowledge that makes GTC so versatile and
successful. The pivotal role of our workforce in accomplishing our strategic goals cannot be overstated.
We remain keenly aware of the persistent hurdles posed by the uncertain macroeconomic landscape.
Consequently, we pledge to uphold a prudent strategy regarding financial leverage, safeguarding the
resilience of our balance sheet. Our success, as well as our readiness to solve problems and meet
challenges, would not be possible without the constant support of our employees, tenants, banks, and
bondholders. Whatever 2024 brings, we know we can rely on you, and we are looking forward to our
future shared accomplishments.
Sincerely,
Members of the management board
Globe Trade Centre S.A.
Gyula Nagy
Chief Executive Officer
Zsolt Farkas
Chief Operating Officer
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
MANAGEMENT BOARD’S REPORT
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP
IN THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
TABLE OF CONTENT
1. Introduction .......................................................................................................................................... 8
2. Presentation of the Group ................................................................................................................... 9
2.1 General information about the Group ............................................................................................ 9
2.2 Main events of 2023 .................................................................................................................... 10
2.3 Structure of the Group ................................................................................................................. 12
2.4 Changes to the principal rules of the management of the Company and the Group .................. 13
2.5 The Group’s Strategy .................................................................................................................. 14
2.6 Information on the Company’s policy on sponsorship, charity, and other similar activities. ....... 16
2.7 Business overview ....................................................................................................................... 18
2.7.1 Overview of the investment portfolio .................................................................................... 18
2.7.1.1 Overview of income generating portfolio including real estate assets held for sale ......... 18
2.7.1.1.1 Overview of the office portfolio ....................................................................................... 20
2.7.1.1.1.1 Office portfolio in Budapest ......................................................................................... 20
2.7.1.1.1.2 Office portfolio in Poland ............................................................................................. 21
2.7.1.1.1.3 Office portfolio in Sofia ................................................................................................ 22
2.7.1.1.1.4 Office portfolio in Bucharest ........................................................................................ 23
2.7.1.1.1.5 Office portfolio in Belgrade .......................................................................................... 23
2.7.1.1.1.6 Office portfolio in Zagreb ............................................................................................. 24
2.7.1.1.2 Overview of the retail portfolio ........................................................................................ 24
2.7.1.1.2.1 Retail portfolio in Poland ............................................................................................. 25
2.7.1.1.2.2 Retail portfolio in Belgrade .......................................................................................... 25
2.7.1.1.2.3 Retail portfolio in Zagreb ............................................................................................. 26
2.7.1.1.2.4 Retail portfolio in Sofia ................................................................................................ 26
2.7.1.1.2.5 Retail portfolio in Budapest ......................................................................................... 27
2.7.1.2 Overview of properties under construction ........................................................................ 27
2.7.1.3 Overview of investment property landbank ....................................................................... 28
2.7.1.4 Rights of use – investment property .................................................................................. 28
2.7.2 Residential landbank ............................................................................................................ 28
2.7.3 Non-current financial assets (related to investment property) .............................................. 28
2.8 Overview of the markets on which the Group operates .......................................................... 30
2.8.1 Office market ........................................................................................................................ 30
2.8.2 Retail market ........................................................................................................................ 35
2.8.3 Investment market ................................................................................................................ 38
3. Selected financial data ...................................................................................................................... 41
4. Operating and financial review .......................................................................................................... 43
4.1 General factors affecting operating and financial results ............................................................ 43
4.2 Specific factors affecting financial and operating results ............................................................ 43
4.3 Presentation of differences between achieved financial results and published forecasts .......... 44
4.4 Statement of financial position .................................................................................................... 44
4.5 Consolidated income statement .................................................................................................. 46
4.6 Consolidated cash flow statement ............................................................................................... 48
4.7 Future liquidity and capital resources .......................................................................................... 49
5. Information on loans granted with a particular emphasis on related entities .................................... 50
6. Information on granted and received guarantees with a particular emphasis on guarantees granted
to related entities ............................................................................................................................... 50
7. Off balance sheet assets and liabilities ............................................................................................. 50
8. Major investments, local and foreign (securities, financial instruments, intangible assets, real estate),
including capital investments outside the Group and its financing method ....................................... 50
9. Remuneration policy and human resources management ................................................................ 51
9.1 Remuneration policy .................................................................................................................... 51
9.2 Incentive system .......................................................................................................................... 52
9.2.1 Phantom Shares program control system ................................................................................ 53
9.3 Agreements concluded between GTC and management board members ................................. 53
9.4 Evaluation of the remuneration policy for the realization of its objectives ................................... 53
9.5 Remuneration of the members of the management board and supervisory board ..................... 54
9.6 Number of employees ................................................................................................................. 55
9.7 Training policy ............................................................................................................................. 55
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
9.8 Information on any liabilities arising from pension and similar benefits for former members of the
management board and the supervisory board ................................................................................. 55
10. Shares in GTC held by members of the management board and the supervisory board ............... 55
11. Transactions with related parties concluded on terms other than market terms ............................. 56
12. Information on signed and terminated loan agreements within a given year .................................. 57
13. Information on contracts of which the Company is aware of (including those concluded after
the balance sheet date) which could result in a change in the shareholding structure
in the future ...................................................................................................................................... 57
14. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries
the total value of the liabilities or claims is material ........................................................................ 57
15. Material contracts signed during the year, including insurance contracts and co-operation
contracts .......................................................................................................................................... 58
16. Agreements with an entity certified to execute an audit of the financial statements ....................... 58
17. Key risk factors ................................................................................................................................ 58
18. Terms and abbreviations ................................................................................................................. 70
19. Statement on the application of the principles of corporate governance for the financial year ended
31 December 2023 .......................................................................................................................... 72
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1. Introduction
GTC Group is an experienced, established, and fully integrated, real
estate group of companies operating in the CEE and SEE region with
a primary focus on Poland and Budapest and capital cities in the SEE
region including Bucharest, Belgrade, Zagreb and Sofia, where it
directly acquires, develops and manages primarily high-quality office
and retail real estate assets in prime locations. The Company is
listed on the Warsaw Stock Exchange and inward listed on the
Johannesburg Stock Exchange. The Group operates an asset
management platform and is represented by local teams in each of
its core markets.
GTC GROUP:
Poland
Budapest
Belgrade
Bucharest
Sofia
Zagreb
The Group’s headquarters are located in Poland in Warsaw, at Komitetu Obrony Robotników 45A.
PRESENTATION OF FINANCIAL INFORMATION
Unless indicated otherwise, the financial information presented in this Report was prepared according
to International Financial Reporting Standards (“IFRS”) as approved for use in the European Union.
All the financial data in this Report is presented in EUR or PLN and expressed in millions unless
indicated otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain numerical
figures shown as totals in this Report may not be exact arithmetic aggregations of the figures that
precede them.
PRESENTATION OF PROPERTY INFORMATION
The properties' valuation is based on the value that the Group presents in its consolidated financial
statements. The occupancy rate given for each of the markets is as of 31 December 2023. Information
on properties is presented pro-rata to the Group’s holding rights of each of the properties.
INDUSTRY AND MARKET DATA
In this Report the Group sets out information relating to its business and the markets in which it operates
and in which its competitors operate. The information regarding the markets, their potential,
macroeconomic situation, occupancy rates, rental rates, and other industry data relating to the Group's
markets are based on data and reports compiled by various third-party entities. The information included
in that section is not expressed in thousand and is prepared by Jones Lang LaSalle IP, Inc („JLL”) and
iO Partners. It is based on material that JLL believes to be reliable. While every effort has been made
to ensure its accuracy, GTC cannot offer any warranty that contains no factual errors.
Moreover, in numerous cases, the Group has made statements in this Report regarding the industry in
which it operates based on its own experience and examining market conditions. The Group cannot
guarantee that any of these assumptions properly reflect the Group’s understanding of the markets in
which it operates. Its internal surveys have not been verified by any independent sources.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements relating to future expectations regarding the Group’s
business, financial condition, and results of operations. You can find these statements by looking for
words such as "may", "will", "expect", "anticipate", "believe", "estimate", and similar words used in this
Report. By their nature, forward-looking statements are subject to numerous assumptions, risks, and
uncertainties. Accordingly, actual results may differ materially from those expressed or implied by
forward-looking statements. The Group cautions you not to place undue reliance on such statements,
which speak only as of this Report's date.
The cautionary statements set out above should be considered in connection with any subsequent
written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The
Group does not undertake any obligation to review or confirm analysts’ expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect events or circumstances after
the date of this Report.
The Group discloses essential risk factors that could cause its actual results to differ materially from its
expectations under Item 4. Operating and financial review and under Item 17. Key risk factors, and
elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable
to us or persons acting on behalf of the Group. When the Group indicates that an event, condition, or
circumstance could or would have an adverse effect on the Group, it means to include effects upon its
business, financial situation, and results of operations.
2. Presentation of the Group
2.1 General information about the Group
GTC Group is an experienced, established, and fully integrated real estate group of companies
operating in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in
the SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where it directly acquires, develops
and manages primarily high-quality office and retail real estate assets in prime locations. The Company
is listed on the Warsaw Stock Exchange and the Johannesburg Stock Exchange. The Group operates
an asset management platform and is represented by local teams in each of its core markets.
As of 31 December 2023, the book value of the Group’s total property portfolio including non-current
financial assets (related to investment property) was €2,449.2.
As of 31 December 2023, the book value of the Group’s property portfolio was €2,314.1. The breakdown
of the Group's property portfolio was as follows:
• 46 completed commercial buildings, including 40 office buildings and 6 retail properties with
a total combined commercial space of approximately 753 thousand sq m of GLA, an occupancy
rate at 87% and a book value of €2,007.4 which accounts for 87% of the Group's total property
portfolio;
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
• three office projects under construction with a total GLA of approximately 51 thousand sq m and
a book value of €67.5, which accounts for 3% of the Group's total property portfolio;
• investment landbank intended for future development (including 1 land plot in Poland and 1 plot
in Budapest held for sale in the amount of €13.6) with the book value of €172.0 which accounts
for 7% of the Group's total property portfolio;
• residential landbank with book value of €26.2, which accounts for 1% of the Group's total
property portfolio; and
• right of use of land under perpetual usufruct, including assets held for sale with value of €41.0
(including €1 from residential landbank) which accounts for 2% of the Group's total property
portfolio.
46
753,000
3
€159m
completed
buildings
sq m of
GLA
projects
under
construction
landbank
for future
development
Additionally, GTC holds non-current financial assets in the amount of €135.1 mainly including:
• 25% of notes issued to finance Kildare Innovation Campus (technology campus) project, which
currently comprises nine completed buildings with the total GLA of approximately 102 thousand
sq m (the project extends over 72 ha of which 34 ha are undeveloped). Fair value of these notes
as 31 December 2023 amounted to €119.1, which accounts for 5% of the Group's total property
portfolio including non-current financial assets;
• 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund
GP S.á.r.l., which holds 4 completed commercial buildings including 3 office buildings and
1 retail property with a total combined commercial space of approximately 41 thousand sq m of
GLA. Fair value of these units amounted to €13.9, which accounts for 1% of the Group's total
property portfolio including non-current financial assets.
2.2 Main events of 2023
TRANSACTIONS
As of 30 January 2023, the transaction of sale of the Forrest Offices Debrecen building for ca. €49.2
owned by GTC FOD Property Kft., a wholly-owned subsidiary of the Company, was completed.
On 12 June 2023, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired
100% holding of G-Gamma LCHD Kft. ("GTC LCHD Projekt Kft”) from an investment fund related to the
majority shareholder of the Company, which owns a hotel under refurbishment for a consideration of
€9.6. The transaction was accounted for as an asset deal and presented as landbank within investment
properties.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
On 12 June 2023, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company, acquired
100% holding of G-Alpha VRSMRT Kft. ("GTC VRSMRT Projekt Kft”) from an investment fund related
to the majority shareholder of the Company for a consideration of €3.5. The SPV owns a part of a
condominium with a total area of 1,300 sqm and is designated to office project after refurbishment and
fit-out works. The transaction was accounted for as an asset deal and presented as landbank within
investment properties.
On 6 December 2023, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company,
signed a conditional sale and purchase agreement concerning the sale of GTC LCHD Projekt Kft, the
owner of a real property located in Budapest. The sale price under the Agreement is €13.2. If the
conditions to close the transaction are not met until 28 June 2024 the transaction may be cancelled.
DEVELOPMENTS
In the third quarter of 2023, GTC Group completed Matrix C building in Zagreb, offering 10,500 sq m of
A-class office space. As of 31 December 2023 building had 95% occupancy.
In the third quarter of 2023, GTC Group completed redevelopment of 2 office buildings in Ross Hill
Campus (Budapest). As of 31 December 2023 buildings had 100% occupancy.
FINANCING ACTIVITIES
In April 2023, Seven Gardens d.o.o., a wholly-owned subsidiary of the Company, signed €14 loan
agreement with Erste&Steiermarkische Bank d.d. with a maturity of five years following the end of
construction period (the latest repayment date is June 2029). As of 31 December 2023, €13.1 out of this
amount was drawn down.
On 4 May 2023 and 6 November 2023, on the maturity dates of respective tranches, GTC S.A. repaid
the last tranches of bonds issued under ISIN code PLGTC0000318 (two-third of total issue) in the
amount of €34.2 (PLN 146.6) – including the hedge component. As of the publication date the bonds
issued under ISIN code PLGTC0000318 are fully repaid.
In May 2023, Glamp d.o.o. Beograd, a subsidiary of the Company, signed €25 loan agreement with
Erste Group Bank AG and Erste Bank AD Novi Sad with a maturity of five years from the signing date.
As of 31 December 2023, the full amount was drawn down.
In December 2023, Advance Business Center EAD, a wholly-owned subsidiary of the Company, has
signed €36 loan agreement with UniCredit Bulbank EAD with a maturity of five years from the signing
date. As of 31 December 2023, the full amount was drawn down.
OTHERS
On 21 June 2023, the Company’s shareholders adopted a resolution regarding distribution of dividend
in the amount of PLN 132.1 (€29.7). The dividend was paid in September 2023.
On 11 December 2023 the GTC Dutch Holdings B.V. (“GTC Dutch”), GTC Holding Zártkörüen Müködö
Részvénytársaság (“GTC Holding”) and Icona Securitization Opportunities Group S.à r.l. (“ISO” and
jointly with GTC Dutch and GTC Holding, the “Shareholders”) concluded a conditional global settlement
agreement aimed to unwind their cooperation with respect to the Company (GSA). Pursuant to the GSA,
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
the Parties agreed, among others, on the transfer of 15.7% shares in the share capital of the Company
(“ISO Shares”) by ISO to GTC Dutch in connection with redemption in kind of debt instruments issued
by ISO (“ISO Shares Transfer”) and on conditional termination (upon the due transfer of legal title to ISO
Shares from ISO to GTC Dutch) of the following agreements:
• the shareholders’ agreement concluded among the Shareholders on 18 February 2022 which
entered into force on 1 March 2022, constituting an acting in concert agreement within the
meaning of Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act on Public
Offering on joint policy towards the Company and exercising of voting rights on selected matters
in an agreed manner (the “SHA”); and
• the assignment agreement concluded between GTC Dutch and ISO on 18 February 2022 which
entered into force on 1 March 2022, pursuant to which ISO assigned and transferred the voting
rights attached to all ISO Shares to GTC Dutch and granted the power of attorney to GTC Dutch
to exercise voting rights attached to all ISO Shares (the “Assignment Agreement”).
The Company was informed that the transfer of shares in accordance with the GSA did not result in any
change in the number of votes in the Company held either jointly or individually by the GTC Dutch and
GTC Holding as all voting rights attached to shares were already exercised by GTC Dutch under the
Assignment Agreement prior to the execution of the GTC SA.
On 14 December 2023 the Company received a notification that 15 December 2023 the terms of the
agreement had been met.
EVENTS THAT TOOK PLACE AFTER 31 DECEMBER 2023:
In February 2024, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, has signed €55 loan
agreement with DSK Bank AD and OTP Bank PLC with a maturity in March 2029. The full amount was
drawn down.
In first quarter of 2024 the Broker bought back 4400 Aurora bonds and transferred to GTC Group with
nominal value of €4.4 at cost of €3.9. GTC Group recognized income from buy-back of Aurora bonds in
amount of €0.5.
In addition, on 13 March 2024 the Broker returned to GTC Group €12.2 in cash, including interest income
of €0.4. For the remaining amount of €13.8, GTC Group and the Broker signed an amendment to extend
the current agreement for a further short-term period.
2.3 Structure of the Group
The Group’s structure is presented in the Group’s annual consolidated financial statements for the year
ended 31 December 2023 (see note 8 to the consolidated financial statements for 2023).
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
2.4 Changes to the principal rules of the management of the Company and the
Group
There were no changes to the principal rules of management of the Company and the Group.
CHANGES IN THE COMPOSITION OF THE MANAGEMENT BOARD:
• on 25 April 2023:
o Ariel Ferstman resigned from his seat on the management board of GTC S.A.;
o Barbara Sikora was appointed to the post of Chief Financial Officer of GTC Group and
a member of the management board of GTC S.A. effective from 1 May 2023;
• on 29 August 2023:
o Zoltán Fekete and János Gárdai resigned from their seats on the management board
of GTC S.A., effective from 31 August 2023;
o Gyula Nagy was appointed to the post of Chief Executive Officer of GTC Group and a
member of the management board of GTC S.A. effective from 31 August 2023;
o Zsolt Farkas was appointed to the post of Chief Operating Officer of GTC Group and a
member of the management board of GTC S.A. effective from 31 August 2023.
CHANGES THAT TOOK PLACE AFTER 31 DECEMBER 2023 IN THE COMPOSITION OF
THE MANAGEMENT BOARD:
• on 18 March 2024 Barbara Sikora resigned from her seat on the management board of GTC
S.A.
CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD:
• on 2 January 2023, Otwarty Fundusz Emerytalny PZU “Złota Jesień” appointed Sławomir
Niemierka;
• on 16 May 2023, Powszechne Towarzystwo Emerytalne Allianz Polska S.A. appointed Dominik
Januszewski;
• on 24 August 2023, Gyula Nagy resigned from his seat on the supervisory board of the
Company;
• on 24 August 2023, GTC Dutch Holdings B.V. appointed László Gut.
• on 15 December 2023, the mandate of Bruno Vanini expired, as a result of the transfer of the
legal title to the shares from Icona Securitization Opportunities Group S.à r.l. to GTC Dutch
Holdings B.V.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
CHANGES THAT TOOK PLACE AFTER 31 DECEMBER 2023 IN THE COMPOSITION OF
THE SUPERVISORY BOARD:
• on13 March 2024, Aletheia Investment AG appointed Dr. Leonz Meyer,
• on 15 March 2024, GTC Dutch Holdings B.V. revoked Mr. Balázs Figura and Mr. Mariusz
Grendowicz from the positions of members of the Supervisory Board of GTC S.A,
• on 15 March 2024, GTC Dutch Holdings B.V. appointed Dr. Tamás Sándor and Mr. Csaba
Cservenák as members of the Supervisory Board of the Company.
2.5 The Group’s Strategy
The Group's strategy centres around stable growth, financial prudence and environmental sustainability
with a commitment to create long-term value for its stakeholders.
The Group’s growth should be based on GTC ‘score competences, i.e. construction of new real assets
to earn developer’s profit and adding value to the standing properties via strong asset management.
Core asset classes:
o Green office buildings (both newly constructed and existing ones)
o Green shopping malls (operations only)
o Broadly understood living sector (residential for sale and rent, senior living and student
housing) to be newly constructed;
o Renewable energy
o Hospitality sector
Countries to operate in:
o Existing European countries of GTC presence to remain GTC’s core markets
o New strong markets with growth potential (Germany, UK)
o Highly rated countries to increase the overall rating of the Group.
Portfolio management priorities:
• Active management of our portfolio to improve rental income and occupancy and maintain
cost efficiency
• Repositioning of old / non energy efficient assets or the ones located in challenging
(especially regional) markets
• Sale of non-core assets to unlock equity for new developments and acquisitions and
increase the return on invested equity
• Selective disposals of operating commercial properties that are either capex intensive or
reached a peak of the book value (fully rented with high WAILT)
• Value-add acquisitions that provide tangible potential through reletting, improvement in
occupancy and rental upside and realisation of redevelopment potential
• Entering asset classes and countries which offer higher returns / further growth potential
meeting investment criteria adopted by the Group
15
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
• Running at any time at least one construction in each of the countries of GTC presence
• Converting ongoing development projects and land reserves into income-generating
properties
Active liabilities’ management:
• Gradual exit from bond capital markets and financing investment needs from senior bank
debt
• Active management of financing cost through continuous refinancing to increase the
recurring return on equity
• While LTV shall be decreased in longer term interim increases of the ratio connected with
capital markets exit or cash intensive developments in project’s development early stages
would be acceptable
Sustainability measures (ESG):
• Focus on green buildings, carbon footprint reduction, and sustainable portfolio certification
to mitigate climate change
• Prioritize tenant relationships and community impact through responsible investments
• Uphold anti-corruption and anti-money laundering measures and effectively manage risks
• Actively raise employees’ awareness of ESG aspects and encourage reporting of ESG-
related issues
• Restrictively adhere to sanctioned countries and individuals policies
• Support initiatives in ESG area and membership on organisations which promulgate ESG
ideas
Others:
• Further optimisation of overheads through processes’ improvements and digitalisation
• Centralisation of selected functions and outsourcing of functions where competences are
missing
ESG Policy Pillars
Environmental issues, including climate issues, are an important area of the Group management. They
are included in our ESG Policy which is based on 3 pillars and 8 focus areas:
Environment: concern for the environment
We are reducing our environmental footprint. We deliver and manage green-certified buildings (saving
energy and resources, lowering carbon emissions). We contribute to a circular economy.
Focus areas of the pillar:
E.1. Green Buildings
E.2. Climate Change Mitigation
16
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Social: empowerment, respect and diversity
We deliver office and retail space where our tenants can grow. We care about the employees, who are
our biggest asset. We are a good neighbour, investing in local communities.
Focus areas of the pillar:
S.1. Tenants
S.2. Employees
S.3. Communities
Governance : best governance practices
We act ethically and assure compliance of all our operations. We implement processes minimising ESG-
related risks. We lead open and honest communication with all our stakeholders.
Focus areas of the pillar:
G.1. Compliance
G.2. Rusk management
G.3. Transparency
Detailed description of the pillars is presented in the Group’s annual report for the year ended
31 December 2022 (see item 4.5) or on the company website in ESG section.
2.6 Information on the Company’s policy on sponsorship, charity, and other similar
activities.
As a Group, we set ourselves ambitious business goals that we want to implement in a sustainable
manner. It is a responsible task for our entire team, which is why creating a stable and motivating work
environment is so important to us. All our corporate social responsibility activities are run in a coordinated
manner to support local communities in which the Group operates. Such support involves:
• Enhancement of local infrastructure, including road and traffic infrastructure. Throughout the
Group, we share the principle of taking responsibility for the space we create. The infrastructure
created in connection with or for the purposes of the developments constructed is handed over
to the local self-government free of charge to be used by all residents. Moreover, prior to the
development of the Group’s projects, public green areas (such as squares and parks) are placed
on undeveloped plots or plots which will surround future developments following their
completion by the Group.
• Local initiatives. The Group takes an active part in a great number of non-profit activities as a
partner, organizer, or sponsor. We often present our projects to local communities. We actively
participate in public meetings dedicated to spatial planning. The Group’s regional offices know
the needs of the local community and the market in which they operate best, so they decide
which social topics form a priority for them. The Group participates in and supports local
initiatives such as:
- Charity donations for orphaned children and children with disabilities during holidays
seasons
17
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
- support of Charity donation Croatian Red Cross;
- support of Red Cross with providing a place for blood donations;
- finance the largest campaign in Częstochowa promoting blood donation "MOTOSERCE
2024",
- support of charity organizations with providing a place in our shopping malls and office
buildings for promotional activities in attracting sponsors and making people aware of
their initiatives as well as humanitarian associations and charities;
- promotion of local businesses by continuously providing organic and home-made
products for all visitors,
- organization of artwork competition for local elementary schools;
- free medical examination for women and men;
- organization of family picnics;
- organization of monthly garage sales;
- organization of Christmas gift collection;
- opening free parking at night due to bad weather conditions;
- tree planting campaigns;
- bridge rebuilding in a higher point in the mountain of Vitosha.
We support a foundation in Hungary, which is helping kids with disability -Első Lépések –
Mozgássérült Gyermekeket Segítő Alapítvány.
Additionally, the Group conducted several local initiatives with support sports activities
or participated in sponsorship :
▪ yoga training - promotion of active leisure time activities;
▪ exercise games for children during holiday;
▪ city games for families - promotion of outdoor activities;
▪ volleyball festival - promotion of a healthy lifestyle;
▪ Beach Volleyball tournament - Cup of Silesia;
▪ Open 40+ Championship in beach volleyball in Galeria Jurajska;
▪ the North Bridge Run (“Bieg przez Most”) in Warsaw;
▪ Charity volleyball – JLL volleyball tournament;
▪ Independence Run (“Bieg Niepodległości”) in Warsaw and
▪ Love Run race in Zagreb.
• Embracing environmental certification. The investments of the Company and the Group are
fully compliant with LEED or BREEAM guidelines. As of 31 December 2023, approximately 92%
of our properties hold a green certificate, which proves the sustainability of the properties that
GTC develops and manages.
18
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Poland
38%
Budapest
31%
Sofia
10%
Bucharest
8%
Belgrade
7%
Zagreb
6%
In 2023, the Group total expenses to support charities amounted to €201 thousand, including: €97
thousand for social organizations, €27 thousand for general donations, €30 thousand for sport related
actions and €47 thousand for sponsorship of culture and related actions.
2.7 Business overview
As of 31 December 2023, the book value of the Group’s property portfolio amounted to €2,314.1 and
comprised mainly commercial investment properties (including rights of use) which constituted 99% of
the Group’s total property portfolio and residential landbank (including rights of use) which constituted
1% of the Group’s total property portfolio. Additionally, GTC holds non-current financial assets (related
to investment properties) with the book value of €135.1 (GTC’s share).
2.7.1 Overview of the investment portfolio
INVESTMENT PORTFOLIO
The Group is focused on commercial assets,
mainly office buildings and office parks as well as
retail and entertainment centers. The Group’s
investment properties include income generating
assets (completed properties and real estate
assets held for sale), projects under construction,
investment property landbank (including land held
for sale) and rights of use.
2.7.1.1 Overview of income generating portfolio including real estate assets
held for sale
As of 31 December 2023, the Group had 46 income generating assets with total GLA of 752,500 sq m
as compared to 44 income generating assets (including 1 office asset held for sale) with 762,200 sq m
as of 31 December 2022. The value of income generating assets was €2,007.4 as of 31 December
2023, as compared to €2,051 as of 31 December 2022. The average occupancy rate within the income
generating portfolio was 87% as of 31 December 2023 as compared to 88% as of 31 December 2022.
The portfolio was valued based on an average yield of 7.5% as of 31 December 2022 as compared to
an average yield of 6.8% as of 31 December 2022. The average duration of leases in the Group`s
income generating portfolio was 3.5 years as of 31 December 2023, as compared to 3.7 years as of 31
December 2022. The average rental rate was €19.3/sq
m/month as of 31 December 2023as compared to €17.5/sq
m/month as of 31 December 2022.
As of 31 December 2023, approximately 38% of the income
generating portfolio (by value) is located in Poland, 31% in
Budapest, 10% in Sofia, 8% in Bucharest, 7% in Belgrade,
and 6% in Zagreb.
Investment property
under construction
3%
Investment
property landbank
(incl. AHFS)
7%
Right of
use
2%
Income generating portfolio
88%
% of Investment property
19
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Office
65%
Retail
35%
The following table presents income generating portfolio by country in which the Group operates as of
31 December 2023:
Location
Total gross
leasable area
(sq m)
% of GLA
(sq m)
Average
occupancy
(%)
Book value
(€)
% of total
book value
Poland
309,100
41%
83%
768.0
38%
Budapest
209,400
28%
87%
616.1
31%
Sofia
74,700
10%
90%
193.8
10%
Bucharest
62,500
8%
77%
161.9
8%
Belgrade
51,700
7%
100%
139.5
7%
Zagreb
45,100
6%
97%
128.1
6%
Total
752,500
100%
87%
2,007.4
100%
The Group is focused on the office sector. As of 31 December
2023, office properties accounted for around 65%, and retail
properties accounted for the remaining 35% of the book value
of income generating portfolio, remained unchanged as
compared to 31 December 2022.
The following table presents income generating portfolio by sector as of 31 December 2023:
Usage type
Total gross
leasable area(sq m)
% of GLA
(sq m)
Average
occupancy(%)
Book value
(€)
% of total
book value
Office
548,200
73%
84%
1,298.8
65%
Retail
204,300
27%
96%
708.6
35%
Total
752,500
100%
87%
2,007.4
100%
The Group’s office buildings provide convenient space, flexible interiors and a comfortable working
environment. They are located in the heart of business districts and in proximity to the most important
transport routes, including international airports. All projects have earned the trust of a significant
number of multinational corporations and other prestigious institutions, including ExxonMobil, evosoft,
Ericsson, KEF, IBM, Allegro, MKB Bank, Rempetrol, Concentrix, UniCredit, CBRE, LOT, Deloitte, KPMG
and others.
The Group’s shopping centers are located in both capital cities, in one Polish secondary city as well as
in Serbia, Bulgaria, Croatia and Budapest. The majority of Group’s shopping centres is very highly
ranked in the city of their location. Their tenants include big multinationals as well as local brands like
Carrefour, Cinema City, H&M, LPP, CCC, Inditex Group and others.
20
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
2.7.1.1.1 Overview of the office portfolio
As of 31 December 2023, the Group’s office portfolio comprised 40 office buildings and compared to 38
buildings (including 1 office asset held for sale) as of 31 December 2022. Total gross rentable office
space was 548,200 sq m compared to 558,000 sq m as of 31 December 2022. The occupancy rate was
84% as of 31 December 2023 and remained unchanged as compared to 31 December 2022. The
average duration of leases was 3.5 years at the year-end 2023, as compared to 3.7 years as of 31
December 2022. The applied average yield was 7.6% as of 31 December 2023, as compared to 6.8%
as of 31 December 2022. The average rental rate generated
by the office portfolio was €18.0 sq m/month as of 31
December 2023, as compared to 16.1 sq m/month as of 31
December 2022. The total value of the office portfolio as of
31 December 2023 was €1,298.8 compared to €1,330.7 as
of 31 December 2022. The decrease in value is mainly
attributable to decrease in the value of the income
generating portfolio mostly offices in Poland and Hungary,
due to a slight increase in yield combined with higher
vacancy rates and changes in ERV and sale of Debrecen
Offices building partially offset by completion of Matrix C
office building in Zagreb and 2 office buildings in Ross Hill
Campus (Budapest).
The Group’s office buildings are located in Poland and Budapest and other capital cities of CEE and
SEE region: Belgrade, Zagreb, Bucharest, and Sofia.
The following table presents the office portfolio by country as of 31 December 2023:
Location
Total gross
leasable area
(sq m)
% of GLA
(sq m)
Average
occupancy
(%)
Book value
(€)
% of total
book value
Budapest
203,000
37%
87%
595.8
46%
Poland
195,500
36%
77%
335.4
26%
Bucharest
62,500
12%
77%
161.9
12%
Sofia
52,000
9%
86%
113.1
9%
Belgrade
17,700
3%
100%
49.5
4%
Zagreb
17,500
3%
96%
43.1
3%
Total
548,200
100%
84%
1,298.8
100%
2.7.1.1.1.1 Office portfolio in Budapest
The Group’s total gross rentable area in Budapest comprised 203,000 sq m in thirteen office buildings
located in Budapest as of 31 December 2023 as compared to 223,200 sq m in twelve office buildings
(including 1 office asset held for sale) as of 31 December 2022. The occupancy rate was 87% as of 31
December 2023 as compared to 89% as of 31 December 2022. The average duration of leases was 3.6
years at the year-end as compared to 4.1 years at the year-end 2022. The applied average yield was
7.2% as of 31 December 2023, as compared to 6.1% as of 31 December 2022. The average rental rate
generated by the office portfolio in Hungary was €20.3 sq m/month as of 31 December 2023 as
compared to €16.4 sq m/month as of 31 December 2022. The book value of the Group’s office portfolio
in Hungary amounted to €595.8 as of 31 December 2023, as compared to €584.0 (€631.5 including
Hungary
46%
Poland
26%
Bucharest
12%
Sofia
9%
Belgrade
4%
Zagreb
3%
21
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
assets held for sale) as of 31 December 2022. This increase is attributable mainly to the completion of
two office buildings in Rose Hill Campus.
The following table lists the Group’s office properties located in Budapest:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Center Point I&II
Budapest
100%
40,700
2004/2006, under
redevelopment
Duna Tower
Budapest
100%
31,300
2006
GTC Metro
Budapest
100%
16,200
2010
Vaci 173-177
1
Budapest
100%
6,400
-
Vaci Greens D
Budapest
100%
15,600
2018
Ericsson Headquarter
Budapest
100%
21,100
2017
evosoft Hungary Ltd.
Headquarter
Budapest
100%
20,700
2020
V188
Budapest
100%
15,000
2001
Döbrentei
1
Budapest
100%
2,300
-
Pillar
Budapest
100%
29,100
2022
Rose Hill Campus²
Budapest
100%
4,600
2023
Total
203,000
1
Property acquired as landbank for future development, with a small office building located on the plot.
² Two refurbished office building with 4,600 sq. m, additional 11,400 sq. m under redevelopment.
2.7.1.1.1.2 Office portfolio in Poland
The total gross rentable area in Poland comprised 195,500 sq m in 16 office buildings located in Warsaw,
Kraków, Łódź, Katowice, Poznań and Wrocław and remained unchanged from 31 December 2022. The
average occupancy rate was at the level of 77% as of 31 December 2023, as compared to 80% as of
31 December 2022. The average duration of leases was 2.8 years at the year-end as compared to 3.0
years at the year-end 2022. Applied average yield was at the level of 8.3% as of 31 December 2023as
compared to 7.7% as of 31 December 2022.The average rental rate generated by the office portfolio in
Poland was at the level of €15.5/sq m/month in 2023, as compared to €14.7/sq m/month as of 31
December 2022. The book value of the office portfolio in Poland amounted to €335.4 as of 31 December
2022, as compared to €356.4 as of 31 December 2022. The decrease in value reflects a decrease in
occupancy rate and increase in applied yield.
22
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The following table lists the Group’s office properties located in Poland:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Galileo
Kraków
100%
10,600
2003
Globis Poznań
Poznań
100%
13,800
2003
Newton
Kraków
100%
10,800
2007
Edison
Kraków
100%
10,900
2007
Nothus
Warsaw
100%
9,550
2007
Zephirus
Warsaw
100%
9,550
2008
Globis Wrocław
Wrocław
100%
16,100
2008
University Business Park A
Łódź
100%
20,150
2010
Francuska Office Centre A&B
Katowice
100%
23,000
2010
Sterlinga Business Center
Łódź
100%
13,400
2010
Corius
Warsaw
100%
9,600
2011
Pixel
Poznań
100%
14,400
2013
Pascal
Kraków
100%
5,900
2014
University Business Park B
Łódź
100%
20,150
2016
Artico
Warsaw
100%
7,600
2017
Total
195,500
2.7.1.1.1.3 Office portfolio in Sofia
The Group’s total gross rentable area in Sofia comprised 52,000 sq m in four office buildings as of 31
December 2023, unchanged from 31 December 2022. The occupancy rate of the Group’s office portfolio
in Sofia was 86% as of 31 December 2023, as compared to 89% as of 31 December 2022. The average
duration of leases was 4.4 years at the year-end, as compared to3.4 years at the year-end 2022.The
applied average yield was 7.8% as of 31 December 2023, as compared to 7.9% as of 31 December
2022.The average rental rate generated by the office portfolio in Sofia was at the level of €16.5/sq
m/month as of 31 December 2023, as compared to €16.0/sq m/month as of 31 December 2022. Book
value of the Group’s office portfolio in Sofia amounted to €113.1 as of 31 December 2023 compared to
€113.6 as of 31 December 2022.
The following table lists the Group’s office investment properties located in Sofia:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Advance Business Center I
100%
16,000
2019
Advance Business Center II
100%
17,800
2020
Sofia Tower
100%
10,400
2006
Sofia Tower 2
100%
7,800
2022
Total
52,000
23
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
2.7.1.1.1.4 Office portfolio in Bucharest
The Group’s total gross rentable area in Bucharest comprised 62,500 sq m in four office buildings as of
31 December 2023, unchanged from 31 December 2022. The occupancy rate was 82% as of 31
December 2023, as compared to 74% in 2022. The average duration of leases was 3.7 years at the
year-end, as compared to 4.0 years at the year-end 2022.The applied average yield was 7.3% as of 31
December 2023, as compared to 6.3% as of 31 December 2022. The average rental rate generated by
the office portfolio in Bucharest was at the level of €19.4/sq m/month in 2023, as compared to €18.8/sq
m/month as of 31 December 20223. Book value of the Group’s office portfolio in Bucharest amounted
to €161.9 as of 31 December 2022, compared to €163.8 as of 31 December 2022.
The following table lists the Group’s office properties located in Bucharest:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Premium Plaza
100%
8,500
2008
City Gate
100%
47,600
2009
Premium Point
100%
6,400
2009
Total
62,500
2.7.1.1.1.5 Office portfolio in Belgrade
The Group’s total gross rentable area in Belgrade comprises17,700 sq m in one office building as of 31
December 2023, unchanged from 31 December 2022. The occupancy rate was at the level of 100% as
of 31 December 2023 as compared to 94% as of 31 December 2022. The average duration of leases
was 4.9 years at the year-end, as compared to 5.8 years at the year-end 2022. The applied average
yield was 7.7% as of 31 December 2023, as compared to 7.2% as of 31 December 2022. The average
rental rate generated by the office portfolio in Belgrade was at €18.4/sq m/month as of 31 December
2023 as compared to €18.0/sq m/month as of 31 December 2022. The book value of the Group’s office
portfolio in Belgrade amounted to €49.5 as of 31 December 2023 compared to €50.4 as of 31 December
2022.
The following table lists the Group’s office properties located in Belgrade:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
GTC X
100%
17,700
2022
Total
17,700
24
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
2.7.1.1.1.6 Office portfolio in Zagreb
The Group’s total gross rentable area in Zagreb comprises 17,500 sq m in two offices building as of 31
December 2023 as compared to 6,900 sq m in one office building. The occupancy rate of the Group’s
office portfolio in Zagreb was 95% as of 31 December 2023, as compared to 96% as of 31 December
2022. The average duration of leases was 4.2 years at the year-end, as compared to 2.9 years at the
year-end 2022. The applied average yield was 7.6% as of 31 December 2023as compared to 8.4% as
of 31 December 2022. The average rental rate generated by the office portfolio in Zagreb was at the
level of €16.3/sq m/month as of 31 December 2023, as compared to €15.5/sq m/month as of 31
December 2022. Book value of the Group’s office portfolio in Zagreb amounted to €43.1 as of 31
December 2022 compared to €14.8 as of 31 December 2021. The increase in value was attributed to
the completion of Matrix C.
The following table lists the Group’s office investment properties located in Zagreb:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Avenue Centre
70%
6,900
2007
Matix C
100%
10,600
2023
Total
17,500
2.7.1.1.2 Overview of the retail portfolio
As of 31 December 2023, the Group’s retail properties comprised
six shopping centres with a total gross rentable area of 204,300
sq m, as compared to 204,200 sq m as of 31 December 2022.
The occupancy rate was 96% as of 31 December 2023 and 31
December 2022. The average duration of leases was 3.5 years
at the year end, as compared to 3.7 years as of 31 December
2022. The applied average yield was 7.4% as of 31 December
2023, as compared to 6.9% as of 31 December 2022. The
average rental rate in the retail portfolio was €22,2 sq m/month
as of 31 December 2023, as compared to €21,0/sq m/month as of 31 December 2022. The total value
of retail investment properties as of 31 December 2023 was €708.6 compared to €719.9 as of 31
December 2022. The decrease in value was attributed mainly to the increase of yield.
Poland
61%
Belgrade
13%
Zagreb
12%
Sofia
11%
Budapest
3%
25
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The following table presents the retail portfolio by country as of 31 December 2023:
Location
Total gross
leasable area
(sq m)
% of total
retail portfolio
(%)
Average
occupancy
(%)
Book
value
(€)
% of total
book value
Poland
113,600
56%
95%
432.6
61%
Belgrade
33,900
17%
99%
90.0
13%
Zagreb
27,600
13%
99%
85.0
12%
Sofia
22,700
11%
99%
80.7
11%
Budapest
6,500
3%
96%
20.3
3%
Total
204,300
100%
96%
708.6
100%
2.7.1.1.2.1 Retail portfolio in Poland
The total gross rentable retail space in Poland comprised 113,600 sq m in two retail schemes located
in Warsaw and Częstochowa as of 31 December 2023, unchanged from 31 December 2022. The
average occupancy rate was 95% as of 31 December 2023 and as of 31 December 2022. The average
duration of leases was 3.0 years at the year-end, a compared to 3.3 years at the year-end 2022. The
applied average yield was 6.6% as of 31 December 2023, as compared to 6.2% as of 31 December
2022. The average rental rate generated by the retail portfolio in Poland was €22.1/sq m/month as of
31 December 2023, as compared to €21.5/sq m/month as of 31 December 2022. The book value of the
Group’s retail portfolio in Poland amounted to €432.6 as of 31 December 2023, as compared to €442.7
as of 31 December 2022. The decrease in value was attributed mainly to the increase of yield.
The following table lists the Group’s retail properties located in Poland:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Galeria Jurajska
Częstochowa
100%
48,600
2009
Galeria Północna
Warsaw
100%
65,000
2017
Total
113,600
2.7.1.1.2.2 Retail portfolio in Belgrade
The total gross rentable retail space in Belgrade comprised 33,900 sq m in one shopping mall as of 31
December 2023, unchanged from 31 December 2022. The average occupancy rate was 99% as of 31
December 2023, as compared to 100% as of 31 December 2022. The average duration of leases was
3.8 years at the year-end, as compared to 4.4 years at the year-end2022. the applied average yield was
9.0% as of 31 December 2023, as compared to 8.5% as of 31 December 2022. The average rental rate
generated by the retail portfolio in Belgrade was at €19.9/ sq m/month as of 31 December 2023, as
compared to €18.7/ sq m/month as of 31 December 2022. Book value of the Group’s retail portfolio in
Belgrade amounted to €90.0 as of 31 December 2023 unchanged from 31 December 2022.
26
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The following table lists the Group’s retail properties located in Belgrade:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Ada Mall
100%
33,900
2019
Total
33,900
2.7.1.1.2.3 Retail portfolio in Zagreb
The Group’s total gross rentable retail space in Zagreb comprised 27,600 sq m in one retail scheme as
of 31 December 2023, unchanged from 31 December 2022. The occupancy rate was 99% as of 31
December 2023, as compared to 98% as of 31 December 2022. The average duration of leases was
4.3 years at the year-end, as compared to 4.0 years at the year-end2022. The applied average yield
was 9.1% as of 31 December 2023, as compared to 8.3% as of 31 December 2022.The average rental
rate generated by the retail portfolio in Zagreb was €23.8/sq m/month as of 31 December 2023, as
compared to 21.7/sq m/month as of 31 December 2022. Book value of the Group’s retail portfolio in
Zagreb amounted to €85.0 as of 31 December 2023 compared to €84.8 as of 31 December 2022.
The following table lists the Group’s retail properties located in Zagreb:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Avenue Mall Zagreb
70%
27,600
2007
Total
27,600
2.7.1.1.2.4 Retail portfolio in Sofia
The Group’s total gross rentable retail space in Sofia comprises 22,700 sq m in one retail scheme as of
31 December 2023, unchanged from 31 December 2022. The occupancy rate was 99% as of 31
December 2023, as compared to 97% as of 31 December 2022. The average duration of leases was
3.9 years at the year-end, as compared to 4.1 years at the year-end 2022. The applied average yield
was 8.1% as of 31 December 2023, as compared tos 7.2% as of 31 December 2022. The average rental
rate generated by the retail portfolio in Sofia was €24.4 /sq m/month as of 31 December 2023, as
compared to €22.3 /sq m/month as of 31 December 2022. The book value of the Group’s retail portfolio
in Sofia amounted to €80.7 as of 31 December 2023 as compared to €81.7 as of 31 December 2022.
27
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The following table lists the Group’s retail properties located in Sofia:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Mall of Sofia
100%
22,700
2006
Total
22,700
2.7.1.1.2.5 Retail portfolio in Budapest
The Group’s total gross rentable retail space in Budapest comprises 6,500 sq m in one retail scheme
as of 31 December 2023, unchanged from 31 December 2022. The occupancy rate was 96% as of 31
December 2023, as compared to 89% as of 31 December 2022. The average duration of leases was
6.1 years at the year-end, as compared to 4.9 years at the year-end2022. The applied average yield
was 7.8% as of 31 December 2023, as compared to 6.0% as of 31 December 2022. The average rental
rate generated by the retail portfolio in Budapest was at €20.9/sq m/month as of 31 December 2023, as
compared to €18.1/sq m/month as of 31 December 2022. The book value of the Group’s retail portfolio
in Budapest amounted to €20.3 thousand as of 31 December 2023 as compared to €20.7 as of 31
December 2022.
The following table lists the Group’s retail properties located in Budapest.
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Hegyvidék Office and Retail
Center
100%
6,500
2012
Total
6,500
2.7.1.2 Overview of properties under construction
As of 31 December 2023, the Group had three office projects under construction with a total gross
rentable area of 51,000 sq m and a book value of €67.5, which constituted 3% of the Group’s total
property portfolio (by value). As of 31 December 2022, the Group had three office projects (Center Point
3, Matrix C and Rose Hill Campus) with a total gross rentable area of 61,200 sq m and a book value of
€51.5.
The following table lists the Group’s properties under construction: All of them are located in Budapest,
Hungary.
Property
Segment
GTC’s share
Total gross leasable
area (sq m)
Expected
completion
Center Point 3
office
100%
36,000
Q3 2025
Rose Hill Campus¹
office
100%
11,400
Q4 2024
Andrassy
office
100%
3,600
Q3 2024
Total
51,000
¹ 11,400 sq. m under redevelopment and additional two refurbished office building with 4,600 sq. m.
28
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Technology hub
(Ireland)
90%
Real estate investment in
Slovenia and Croatia
(Trigal)
10%
2.7.1.3 Overview of investment property landbank
As of 31 December 2023, the Group the value of land plots classified as "Investment property landbank”
and designated for future commercial development amounted to €158.5 and the land bank’s held for
sale amounted to €13.6. As of 31 December 2022, the Group the value of land plots classified as
"Investment property landbank” and designated for future commercial development amounted to €150.4
and the land bank’s held for sale amounted to €51.6. Property landbank constituted 7% of the Group’s
total property portfolio (by value). The majority of the landbank is located in Warsaw, Belgarde and
Budapest.
Rich investment property landbank designated for future development allows the Group to execute
projects in countries / cities with the highest demand and best achievable returns in a given moment.
2.7.1.4 Rights of use – investment property
As of 31 December 2023, the Group’s right of use of lands under perpetual usufruct amounted to €40.0
which constituted 2% of the Group’s total property portfolio, as compared to €38.9 as of 31 December
2022. The rights of use of lands under perpetual usufruct comprised the right of use of investment
property landbank in the value of €17.9 and of completed investment property in the value of €22.1.
2.7.2 Residential landbank
As of 31 December 2023, the Group held a residential landbank (including the right of use of residential
landbank of €1.0) with a total value of €27.2 which constituted 1% of the Group’s total property portfolio,
as compared to €26.6 as of 31 December 2022.
2.7.3 Non-current financial assets (related to investment property)
As of 31 December 2023, the Group held non-current financial assets (related to investment property)
measured at fair value through profit or loss with a total value of €135.1.
GTC invested through a debt instrument into 25%
of a technology campus in Irland. The instrument
is accounted for as a non-current financial asset
and valued of €119.1 as of 31 December 2023.
Furthermore, the Group holds rights to 34% units
in the Trigal fund holding 4 completed commercial
buildings. The book value of this GTC’s
investment (accounted for as a non-current
financial assets) as of 31 December 2024
amounted to €13.9.
29
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The fair value of non-current financial assets was as follows:
31 December 2023
31 December 2022
Notes in technology hub (Ireland)
119.1
117.6
Real estate investments in Slovenia and Croatia (Trigal)
13.9
12.6
Others
2.1
0.1
Total
135.1
130.3
2.7.3.1. THE TECHNOLOGY HUB
On 9 August 2022, a subsidiary of the Company invested via a debt instrument into a joint investment
into the innovation park in County Kildare, Ireland (further Kildare Innovation Campus or “KIC”). The
idea of the project is to build a database centre with power capacity of 179 MWs. GTC’s investment
comprised acquiring upfront notes in the value of €115 and in accordance with the investment
documentations GTC is obliged to further invest up to agreed amount of ca. €9 to cover the costs
indicated in the business plan and comprising such costs as permitting, financing, capex as well as
operating costs of the business. As of 31 December 2023 the Company has already additionally invested
€4 which were spent in accordance with the business plan as indicated above.
The investment was executed by acquisition of 25% of notes (debt instrument) issued by a Luxembourg
securitization vehicle, a financial instrument which gives the right to return at the exit from the project
and dependent on the future net available proceeds derived from the project, including a promote
mechanism. The maturity date for these notes is 9 August 2032. GTC expects to execute a cash inflow
from the project at the maturity date or at an early exit date.
The investment is treated as joint investment due to the following GTC has indirect economical rights
through their notes protected by the GTC’s consent to the reserved matters such as material deviation
from the business plan, partial or total disposal of material assets [transfer of units] etc. This debt
instrument does not meet the SPPI test therefore it is measured at fair value through profit or loss.
Kildare Innovation Campus, located outside of Dublin, extends over 72 ha (of which 34 ha is
undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable
buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In
addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an
energy center. The KIC currently generates around €3.7 gross rental income per annum from the rental
of the office and warehouse space and parking spaces on the KIC grounds.
A masterplan was permitted whereby the site and the campus are planned to be converted into a Life
Science and Technology campus with a total of approximately 148,000 sq m. The planning permit was
issued initially on 7 September 2023 and was finalized on 22 January 2024.
In January 2024 the contract with a major client was signed for the full capacity of the project (179MW).
The next milestones for the project include completion of site highways and infrastructure works as well
as power infrastructure works by 26 February 2028 (Phase 1).
GTC’s investment is protected by customary investor protection mechanisms in the case of certain
significant project milestones are not achieved in a satisfactory manner.
30
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The fair value the GTC’s share in the consolidated financial statement amounted to €119.1.
2.7.3.2. REAL ESTATES IN SLOVENIA AND CROATIA
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company,
acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment
Fund GP S.á.r.l. (“Fund”) for the consideration of €12.6 from an entity related to the Majority
shareholder. The Fund is focused on commercial real estate investments in Slovenia and Croatia and
expected maturity is in Q4 2028. The fair value the GTC’s share in the consolidated financial statement
amounted to €13.9.
The following table lists real estate investments of the Fund in Slovenia and Croatia:
Property
City/Country
Type
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Feniks Building
Ljubljana,
Slovenia
Office
34%
14,685
2007
Point Shopping Center
Zagreb, Croatia
Retail
34%
13,644
2013
Rezidenca Building
(Loma Center)
Ljubljana,
Slovenia
Mixed-use
34%
8,043
2006
Kare A Building
(Krdu Building)
Kranj, Slovenia
office
34%
4,928
2007
Total
41,300
2.8 Overview of the markets on which the Group operates
1
This market commentary was prepared by Jones Lang LaSalle IP, Inc. and iO Partners. It is based on
material that we believe to be reliable. Whilst every effort has been made to ensure its accuracy, we
cannot offer any warranty that it contains no factual errors. We would like to be told of any such errors
in order to correct them. Please note, that the presented market commentaries are based on information
available to us as of 31 December 2023.
Market conditions introductory note: Transactions across markets and sectors remain low, for a variety
of reasons. The full implications of wars in the Middle East and Ukraine are unknown. Instability in these
regions and beyond may compound already difficult real estate market conditions. This is likely to be
exacerbated when coupled with inflationary pressures and other factors impacting the global economy,
including the cost and availability of debt. The combination heightens the potential for volatility and quick
changes in consumer and investor behaviours. In recognition of the potential for market conditions to
change rapidly, we highlight the critical importance of the report date and confirm the conclusions in our
report are valid at that date only.
2.8.1 Office market
Following another year of transition for office occupiers in 2023, there are signs of a gradual
improvement in demand with many companies reach an equilibrium in office attendance or advance
31
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
their objectives in driving higher office utilization. Over 80% of employees globally are back in the office
at least one day a week, compared to 61% a year ago, with most employees now working from the office
an average of 3.1 days per week. Attendance rates have increased consistently over the last year even
among the earlier adopters of remote-first policies.
For real estate occupiers, we see 2024 as a year to further solidify workplace policies and align portfolio
strategies to new ways of working and revised growth trajectories. Occupiers are working to upgrade
existing facilities and refine space requirements – location, quality, design and amenities – to make the
office “commute-worthy,” support return-to-office mandates, strengthen employee engagement, and
ultimately drive performance. There will also be a mindset shift, as corporate real estate leaders move
from operating static assets to managing dynamic workplaces, and occupancy levels and business
requirements change within any given day or week. Technology will be more critical in 2024 than ever
before, as organizations test and learn from AI pilots and strive to harness and leverage the wealth of
workplace data across their portfolios.
One area in particular we see ramping up further in 2024 is occupiers’ focus on sustainability. More than
50% of the world’s largest companies by market capitalization have announced science-based targets
that link their future building demand to a carbon commitment. Regulations and corporate disclosure
requirements around sustainability are further mounting, driving companies (and investors) into greener
buildings. Yet, most of demand for low carbon workspace will not be met with existing stock or the
current development pipeline by 2030.
In Warsaw, the total office stock stood at 6.2 million sq m at the end of Q4 2023 of which 431,500 sq m
were owner-occupied. In 2023, developers delivered just over 60,000 sq m in Warsaw, which is in stark
contrast to the results of the past few years (200,000 - 300,000 sq m). The biggest investments delivered
during the year were Lakeside (22,700 sq m, Mokotów), Studio B (18,000 sq m, Centrum), and The Park
9 (11,000 sq m, Al. Jerozolimskie). At the end of 2023 there was over 230,000 sq m under
construction/reconstruction.
There is no chance that market conditions will change in the coming twelve months. 2024 will be another
year with a subdued new supply estimated at around 94,000 sq m (of which 15,500 sq m is renovated
space).
After a rather slow start, leasing activity markedly accelerated in the second half of the year. As a result,
total demand in 2023 reached 749,000 sq m, with 256,000 sq m being leased in Q4 alone. Warsaw’s
two central zones recorded the highest transaction volumes. In these locations tenants signed the
majority of new contracts, primarily due to the relatively higher availability of new office space.
In the past year, companies in the professional services sector were the most active occupier group -
accounting for over 19% of demand. Their activity was concentrated in the City Centre zone (mainly in
the vicinity of the Daszyńskiego Roundabout) and CBD. Tenants in the manufacturing sector (14%) and
IT sector (11%) came in second and the third.
The limited availability of new space is directly reflected in the decisions of tenants. In the past year,
lease renewals accounted for 42.7% of total demand, with the fourth quarter alone accounting for over
49%. During the four quarters of 2023, the overall vacancy rate for Warsaw decreased by 1.2 percentage
points to 10.4% at the end of Q4.
Due to high demand, the central zones experienced a stronger y/y decline of vacancy, i.e. from 10.5%
to 8.5%. For locations outside the city centre, the vacancy rate decreased from 12.4% to 11.9% year-
on-year. The downward trend will continue in 2024.The increasing demand for modern, sustainable
32
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
construction translates into a stable demand for high-quality office spaces. Due to the pandemic-induced
market slowdown, newly completed projects initially recorded a high vacancy rate. Currently, buildings
completed after 2019 have a vacancy rate of around 5%. On the other hand, the number of older
properties facing long-term vacancies is increasing, despite competitive pricing offers.
In 2023, rents for prime office spaces in the central zones remained stable y/y, ranging from €18 to €26
/ sq m/month. The last quarter of the year saw an increase in rates for non-central locations to €12 - €18
/ sq m/month, due to a limited availability of new space. Another year with a new supply gap, coupled
with an expected economic recovery, will result in further rent increases for prime properties. Due to
high fit-out costs, the average lease term has been extended to 5-10 years, particularly in the case of
new buildings. Owners of older properties demonstrate greater flexibility. New leases there are still being
signed for 3-5 years, and in the case of renegotiations, for 2-5 years.
Regional cities Poland
At the end of Q4 2023, the total office stock in eight major office markets in Poland stood at 6.8 million
sq m, of which 653,500 sq m were owner-occupied. In Q4 2023, 44,700 sq m was completed across
eight major office markets in Poland, which brought full year total to 279,600 sq m. 2023 was the last
period to record such significant level of new supply. In 2024, approximately 155,000 sq m of office
space will be completed in the major regional markets in Poland. Challenging economic conditions,
prolonged decision-making processes and budget cuts on the occupier side, as well as high financing
costs, have caused many developers to revise their plans for 2024-25. The construction launches are
largely dependent on securing key tenants, with developers focusing on leasing newly completed
buildings. Furthermore, the mass introduction of hybrid work among corporate tenants has resulted in a
20-30% reduction in required space. We anticipate that lower construction activity will be the new normal
for the office market for the next few years.
Office take-up remains driven by office relocations and lease renewals. Over the year, the total leasing
volumes amounted to 741,000 sq m, of which ca. 210,000 sq m was transacted in Q4. Occupier activity
was underpinned by a few large-scale deals > 15,000 sq m, namely Intel HQ (23,000 sq m, Gdańsk),
BNY Mellon (20,300 sq m, Wrocław) and Energa (16,900 sq m, Tricity). All above-mentioned
transactions were either relocations or lease renewals.
At the end of Q4, the vacancy rate for the eight major regional markets amounted to 17.5% comparing
to 15.3% in Q4 2022. The overall vacancy rate is likely to increase over 2024 on the back of slow new
take-up recovery and space rationalization. Occupiers in the modern business services sector are often
revising their current and future space requirements, which translates into renting smaller units or
maintaining the status quo, despite intensive workforce growth plans.
During the year prime rents in the biggest markets (Kraków, Wrocław, Tri-City) demonstrated an upward
trend. Currently, the highest rates among the main regional cities are recorded in Kraków (€ 15.00-17.00
/ sq m / month), Wrocław (€ 14.5-16.25 / sq m / month) and Poznań (€ 14.00-16.00 / sq m / month). In
the short term, the upward pressure will continue in Kraków in the best locations. This is due to shortage
of new, premium quality space in the city centre and ongoing flight-to quality as well as stable occupier
demand. Rents across other regional markets are expected to stabilize.
Budapest
The total modern office stock in Budapest currently adds up to 4,369,900 sq m. It consists of 3,571,700
sq m of ‘A’ and ‘B’ category speculative office space as well as 798,200 sq m of owner-occupied space.
33
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
In 2023, developers handed over total 102,800 sq m office space, which is 61.5% decrease in
comparison with annual completion volume of 267,500 in 2022. The three largest deliveries include the
Bem Center (25,300 sq m), the Corvin Innovation Campus Phase 1 (17,520 sq m) and Roseville (15,535
sq m). At the end of 2023, there was 261,800 sq m office space under construction, which can increase
the current stock by 6% in the upcoming years.
From this volume, ca. 38% is either already pre-let or developed as a built-to-suite, owner occupied
project. Most of the developments are in the Pest Central South, Váci Corridor and Pest Central North
submarkets.
Demand for office space in Q4 2023 was nearly as dominant as in the previous quarter, marking one
the strongest quarter since outbreak of the covid. The Hungarian office market is beginning to
experience the outcome of the change in working patterns. There are notable shifts attributed to expiring
leases, but the demand may also be influenced by space downsizing, showing in vacancy rate
increasing. Given the uncertain market conditions and significant disparities in pricing, numerous
investors are postponing office acquisitions as well.
Total demand in 2023 amounted to 464,570 sq m, while net take-up reached 238,250 sq m in the same
period. The strongest occupational activity was recorded on the Váci Corridor, attracting 28% of the total
demand, and it was followed by Central Pest submarket reaching 20%.
Despite healthy demand, vacancy rate has been increasing. New completions enter the market with
huge amounts of available space, which is the main cause of the rise in vacancy rate. At the end of
2023, vacancy rate stood at 13.6%, growing by ca. 0.4 percentage points from Q3 and by 2.3 pps year-
on-year. It is only the second time the vacancy rate climbed over 13% since 2015. The gap in vacancy
rates between Class 'A' and 'B' properties disappeared, with the average vacancy rate of grade 'A'
properties rising to 13.5%, which nearly surpasses the market average. Buda North submarket had the
lowest vacancy rate with 8.7%, while the Periphery still lags behind the other eight submarkets with ca.
36.8%.
Average headline remained stable at €25.00/sq m/month in Budapest’s premium locations, while asking
rents of category ‘A’ buildings can vary between €14.0 - €26.0 /sq m/month. The highest rents were still
reported in the CBD submarket. Service charges stagnated or decreased throughout the year due to
the stabilization in energy prices and the lowering inflation rate (5.5%).
Bucharest
Bucharest modern office stock reached 3.42 million sq m at the end of 2023. During 2023 overall,
110,000 sq m were delivered in total, 11.6% below 2022 (124,500 sq m).
The pipeline for 2024 is extremely limited, with only 15,500 sq m to be delivered. This is 85% below
2023 and represents a record low. This will restrict the options available to potential tenants and increase
competition for the existing projects and will also contribute to a decrease in vacancy rates in the future.
The only office delivery expected for 2024 is AFI Cotroceni Loft, developed by AFI Europe as an
expansion of the office component in their flagship project.
Gross demand reached a record high in 2023 of approximately 409,300 sq m, 44% over 2022. However,
net demand registered a 28% decrease during the same period, to 101,400 sq m. If we consider net
take-up (gross take-up without renewals), 2023 registered almost the same level as in 2022 (+1.9%) or
approximately 182,000 sq m.
34
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Renewals and renegotiations accounted for 56% of total transactions volume in 2023 or over 227,000
sq m on the back of contracts from 2018-2019, reaching maturity. Relocations inside the competitive
stock came second, accounting for 20% of gross take-up. New leases and expansions accounted for
approximately 15% of total demand in 2023. Floreasca-Barbu Vacarescu submarket had the largest
share in total demand in 2023 (25%). In Q4 alone, gross demand reached 116,700 sq m, 9% below the
previous quarter, but 37.5% over Q4 2022. However, net take-up remained low, at approximately 24,400
sq m, 12.7% below Q3 2023 and 30% below Q4 2022.
The vacancy rate reached 14.3%, at the end of 2023, increasing from 12.5% in Q4 2022. We expect
that the vacancy rate will grow during the first part of 2024 and start decreasing in the second half of the
year due to the lack of new deliveries.
Typical rents in Bucharest range between €14.5 and €17.5 per sq m per month. However, prime office
rents increased at the end of 2023 to €22.0 per sq m but this is mostly due to adjusting to high inflation.
Belgrade
Belgrade's office market is expanding despite the country's external and internal economic challenges.
The office stock in Belgrade currently stands at 1.32 million square meters. Class A and B office space
has been growing at an annual rate of 10% to 15% during the last few years. As a result, class A makes
up 68% and Class B 32% of the total high-quality office space. The majority of office space (around
70%) is concentrated in the Novi Beograd area (CBD) while 21% located in Belgrade's central area and
the remaining 9% dispersed throughout the city.
The Belgrade office market is an attractive investment option for investors, thanks to its considerable
potential stemming from the ongoing development phase. Over 160,000 square meters of office space
were constructed in 2023, which is double that compared to 2022. It is anticipated that approximately
60,000 sq m will be completed in 2024, with an additional 120,000 sq m to be added in the following
years.
The most significant projects of 2023 were B23 (35,000 sq m), Sava Centar (17,200 sq m) and AirPort
City (14,800 sq m) in New Belgrade. Currently, there are several ongoing projects: BIGZ, Brankov,
Artklasa, and Prokop are in the pipeline for 2024 totaling 83,000 sq m. This might lead to a 6% increase
in existing stock in the following calendar year.
The yearly take-up in 2023 exceeded 220,000 sq m, a 4% decline comparing to 2022, though still
showing a strong level of market demand. The average deal size was approximately 900 sq m. The
vacancy rate was at 7.3% on average for the market while for Class A reached ca. 6.0%. It is
approximately 2% higher than reported at the end of 2022 which is due to new supply.
Prime headline rents for A class range from €16.0 to €17.5 /sq m/month (up from €17.0 reported in
2022). Service charges range from €3.0 to €4.5 per square meter per month. Well-measured buildings
with add-on features that increase the value for landlords are part of the market practice. Therefore,
add-on considerations are important and have a substantial impact on the transacted rentals.
Zagreb
The office market in Zagreb is continuously developing and maturing. The Business District East and
West, New Zagreb as well as the city center provide the majority of the office supply. A and B class
offices make up approximately 1.2 million sq m of the stock. Class A represents over 56% of the existing
stock while Class B provides the remaining part.
35
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Considering the recent completions, the office supply increased by ca. 1% in 2023. Two most notable
developments in 2023 were: the third phase of the Matrix Business Complex which provided 10,500 sq
m and Project 75 of 3,100 sq m.
Furthermore, there are two projects in the pipeline that are expected to be completed in 2024. Both
projects, Grawe Garden Center (2,100 sq m) and Buzin City Island Phases 2 and 3 (50,000 sq m) are
currently under construction. The total area of the projects is approximately 73,000 sq m and has been
scheduled for the next two years.
Demand was stable in 2023 with an average deal size of 590 sq m. The total gross take-up was reported
at ca. 13,700 sq m. Due to limited availability of office space, the majority of leasing activity focused on
the of existing agreement renewals. Moreover, coworking space is becoming to appeal businesses as
a lease option. This type of office space has been growing over the past few years but still makes up a
small percentage of the existing stock i.e. less than 3%.
The prime office rent remained at €15.5 per sq m pre month in 2023 while vacancy rate was below 2%.
2.8.2 Retail market
Forecasts for the next three years point to Poland outperforming and closing the gap on countries in the
eurozone. Inflationary pressure is easing, but not disappearing. A challenging trading environment is
still mitigating the revival of the market although this trend does seem to have bottomed out. Short and
mid-term perspectives provide reasons for cautious optimism. The average annual inflation rate is
anticipated to be 5.5% in 2024 and 2.7% in 2026 (Oxford Economics), down from a peak of 14.4% in
2022.
Selected retail indices:
• Cumulative 3-year retail sales growth (volume) forecast in Poland at 13% outperforms
established European economies
• In 2024-2026 Polish economy is forecasted to observe a cumulative growth of 9%
• Retail confidence index at 100. Index for Poland is among highest and most rapidly recovering.
Values above 100 reflect positive sentiment among retail market players.
The retail market in Poland continues to grow with over 560,000 sq m added to the stock in 2023, a
+14% increase compared to the previous year and +8% with regard to the five-year average.
Macro trends have remained untouched with new supply strongly dominated by retail parks. This format
now claims almost 2.9 million sq m of existing stock, accounting for some 17% of total retail space in
Poland. Noteworthy, the lion’s share of today’s retail parks operates as local convenience shopping
destinations with 23 new parks delivered in 2023 being below 10,000 sq m of GLA. This format was
additionally supplied with numerous schemes of GLA below 5,000 sq m, namely convenience centres.
In 2023, these totaled some 66,000 sq m GLA of new space.
The shopping centre format was boosted by almost 90,000 sq m, however majority of this space was
attributable to re-openings and extensions of already existing projects, including E.Leclerc Jelenia Góra,
Fort Wola and Atrium Promenada in Warsaw. New stand-alone units summed up to 51,500 sq m of
GLA, over half of it being new Castorama markets.
Geographically, most of the new supply (51%) boosted the cities of below 100,000 inhabitants. This was
even stronger manifested with regard to retail park segment – almost 60% of new supply within this
36
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
format was attributable to small cities and towns. On the other hand, there were cities of 200-500,000
inhabitants, where only some 7% of total 2023 new supply was delivered.
The retail market in Poland powers ahead with a significant pipeline of almost 430,000 sq m of
constructed space across all formats. Undoubtedly, 2024 will again be led by retail parks and
convenience centres, together accounting for over 75% of the pipeline. However, in 2024 we will also
observe some shopping centre activity with re-opening of Sukcesja in Łódź and opening of Galeria
Goplana in Leszno being most significant. These will be complemented by the extensions and
modernisations with likes of Bonarka in Kraków and Galeria Wołomin. Additionally, works on new outlet
centre - Designer Outlet Kraków launched in 2023, however the scheme is to be delivered in 2025.
Key market trends for 2024 include:
• Omnichannel. E-commerce is getting back to the long-term growth line and Poles are back to
the traditional retail. Thus, seamless shopping experience across multiple channels (store,
online, mobile) becomes a must
• GEN-Z shaping the retail landscape. New generation redefines the market, underlining
importance of experiencing, authenticity and localism. Shopping centres are again destinations
for entertainment and leisure, however in a new, technological form.
• Brands entering and expanding in Poland. The 2023, with some 25 debuts, was one of the most
active years regarding the new entries. Lush, Woolworth, Popeye’s, Lviv Croissants, Moschino
are only selected newcomers to the market in 2023, and more are yet to come
• Breakthrough developments yet to come. With 2024 to be dominated by retail parks, new large-
scale projects are already launched or will be launched soon, namely Designer Outlet Kraków
and two centres by Nhood – Wilanów Park and Project Góraszka in Warsaw.
Warsaw agglomeration
At the end of 2023, the total available retail space in Warsaw for large-scale retail properties (GLA ≥
5,000 sq m) and convenience centres (2,000 ≤ GLA ≤ 4,999 sq m) amounted to 2,204,500 sq m,
encompassing various retail formats. The shopping centre format is the leading retail format, with a
market share of 63% of the total supply of retail space. Retail park and stand-alone warehouse formats
follow behind with 16% and 14%, respectively. Meanwhile, the convenience and outlet centre formats
each comprise 5% and 2% of the market share, respectively.
The retail market in Warsaw agglomeration has the most significant stock among the eight major
agglomerations in Poland.
Shopping centres dominate the market, summing up to 1,379,500 sq m. Despite ranking fifth in terms
of shopping centre space density, with 492 sq m of shopping centre space per 1,000 residents, the
Warsaw agglomeration stands out with its high level of purchasing power.
The per capita annual purchasing power in the Warsaw area is €13,618, which is approximately 59%
higher than the average purchasing power in Poland, amounting to €8,562.
At the end of 2023, several construction projects were underway in the Warsaw agglomeration. The
largest ongoing project is the San Park Mysiadło, which is currently in the construction phase. Upcoming
large-scale developments are to appear after 2026/27, namely Wilanów Park and Project Góraszka.
Prime rents in the best shopping centres in Warsaw range between €110 - €130/ sq m/ month. We have
to stress that the definition “prime rents” applies to an approx. 100-metre boutique earmarked for fashion
37
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
and accessories, located prominently in the best assets in the region. Average vacancy in shopping
centres in Warsaw was reported at ca. 4% in 2023.
Belgrade
Currently, the local retail market provides 421,000 sq m of total stock. With no new recent completions,
the retail center scene has remained stable in Belgrade. Only renovation of the Zira Retail Center is
worth to mentioned.
Furthermore, opening of 30,000 sq m new shopping center in New Belgrade in 2024 has been
announced by Eurasia Trade Center. Furthermore, AVA Shopping Park is expanding by an additional
12,000 sq m. Also, the Beo Shopping Center plans to expand by ca. 4,000 sq m in 2024.
Additionally, the first retail park in Belgrade, Zemun Park, is entering a new development phase under
the name Forum Park. Marera Properties, a company with a portfolio of retail properties and the Forum
brand, is overseeing this project.
Currently, the average rent per square meter ranges from €26.0 to €29.0 / sq m / month in Belgrade,
with the prime rent standing at €60.0.
Zagreb
The total stock of shopping centers in Zagreb remains stable at 454,000 sq m. In 2023, Park & Shop
Sesvete, the newest property in the capital has been opened on the outskirts of the city. Furthermore,
there is FT Park ongoing project in Zagreb's Jankomir area which will add about 10,000 sq m of new
retail space by the end of 2024.
Shopping center density in Zagreb is ca. 590 sq m per 1,000 inhabitants. In recent years negotiation
power in the shopping center market in Zagreb was on the tenant’s side. However, with the gradual
improvement of economic and market conditions, we have noted shopping centers strengthening their
position in the market. This resulted in the occupier’s shift to higher quality and better performing
schemes.
Regarding retail centers, no significant announcements have been made while developers are mostly
concentrating on renovation of their properties. The major refurbishment of Zagreb's King's Cross
shopping center is planned to start in 2024. The project will extend the leasable space of the property
by ca. 5,000 sq m.
Currently, average shopping center rents range from approximately €21.0 to €23.0 / sq m / month, while
prime rent is €45.0 / sq m / month.
Retail Park average rents, which range from €10.0 to €12.0 per sq m per month remained stable.
Sofia
Similarly, to the last year, in the first half of 2023, the trend of the rapid development of retail parks
continued, with the opening of 35,000 sq m throughout the country (including the expansion of existing
parks).
At the end of 2023, there were 46 retail parks in Bulgaria, with over 410,000 sq m GLA. It is important
to note that those are fairly evenly distributed across the country. The main focus of retailers is still on
regional cities and smaller settlements of less than 100,000 people.
38
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Growth in consumer demand combined with the development of commercial chains, led to a significant
expansion of retail parks in small towns, with a population of 50 to 100 thousand people. It can be noted
that smaller settlements, with a population of less than 30,000 people, are also actively developing in
terms of retail parks at the moment.
In Sofia there are 3 retail parks, with a total GLA of 80,000 sq m, with 99% occupancy. Consumer
demand is aimed at discount chains, drugstores, sports stores, supermarkets, as well as specialty
furniture and home decor stores. Private brands are becoming more and more popular, as they meet
the customer's expectations in terms of price to quality ratio.
The total modern stock in the country, including shopping centres, retail parks and outlet centres, has
increased by 42,400 sq m during the first half of 2023. Currently it amounts to over 1,21 million sq m,
out of which 548,800 sq m operating in Sofia.
With 823,400 sq m stock countrywide, the shopping centre segment have not seen any new completions
over the last few years, and it will remain so for this year. The same trend will continue in 2024 as both
developers and retailers focus on retail parks.
However, in the first half of 2023 not a single retail park was opened in Sofia as well. This type of projects
planned for late 2024 or early 2025 have a total area of 227,400 sq m GLA. The average vacancy rate in
existing retail parks is just under 5%.
2.8.3 Investment market
Poland
Office investment market has remained subdued throughout 2023. Investors committed approx. €151
million in Q4, taking the 12-month total to €427 million. This represents a decrease of 80% on FY2022,
when the Warsaw HUB was acquired by Google, setting a new record for the office investment market
in Poland. It was also the lowest full year result since 2009.
Almost all of office acquisitions seen in 2023 were related to Warsaw properties. The only modern office
scheme transacted in regional cities was Onyx in Kraków. Interestingly, the structure of capital invested
in offices was dominated by CEE investors.
The moderation in bidding intensity and the still elevated cost of debt did lead to a further upward
movement in office yields. At the end of December 2023, the yield for prime Warsaw assets, with lease
agreements exceeding five years, was expected to be approx. 6.00%. The prime cap rates in Kraków,
which remains the core regional city, are currently estimated at approx. 7.00%.
High financing costs and uncertain sentiment influenced investors’ appetites and market dynamics for
retail sector in 2023 as well. Despite growing rents, turnovers, and generally good operational conditions
for most retail properties, investor activity remained moderate, reflecting the very low transaction volume
in the retail sector reported in 2023 - only 442 million euros.
However, it is worth noting that the entire investment market in Poland decreased by almost 70%
compared to 2022, with the retail segment accounting for 30% of the total transaction volume in 2023.
Thus, low trading activity aligned with broader market trends.
Currently, investor activity is mainly focused on opportunities with potential for value enhancement
through refurbishments, repositioning or optimization of management.
39
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Retail parks, convenience centres and standalone grocery stores remain of unwavering interest to both
private investors and institutional capital. We observed an increase in investor activity in Q4 2023,
particularly in the retail park segment, and we expect that submitted offers will translate into transactions
in the first half of 2024.
The anticipated compression in interest rates in 2024 should reduce the polarization of price
expectations between buyers and sellers and gradually increase the investment volume.
JLL estimates the prime shopping centre yields at ca. 6.50%. The prime cap rates for the best retail
parks are currently estimated at 7.25%.
Hungary
The 2023 annual investment volume amounted to ca. € 610 million, the lowest annual volume since
2015, indicating a softening of ca. 30% year-over-year. The muted market performance was the result
of a combination of factors, but mainly the continued pricing uncertainty and the elevated borrowing
costs.
According to our views prime yields stand at 6.50 - 6.75% for offices and 6.75% - 7.25% for shopping
centres.
It is no surprise that in such turbulent times local buyers are more willing to commit to acquisitions; local
buyers generated nearly 90% of the 2023 volume. Although foreign capital remains interested in
Hungarian assets and keeps a close eye on the market.
Looking ahead we expect institutional investors to remain cautious and private capital to keep on actively
sourcing deals.
We recorded four open-market transactions in the office asset class. On top of these, additional four
buildings were transacted in a closed, off-market process. That means that the 2023 office transaction
volume reached € 240 million, which is ca. 22% below the 2022 volume. That said, it’s important to note
that nearly 40% of this amount was generated by one single transaction: the sale of H2O office building
by Skanska. The brand new, core asset, situated at the centre of the Váci Corridor submarket was
acquired by ERSTE Real Estate Fund at the lowest net initial yield in 2023. Hungarian buyers generated
the bulk of the deals in the asset class: the Belgian developer, Atenor, sold the 15,500 sq m, recently
handed over, Roseville office building to a new private Hungarian fund as well. Additional important
deals in the sector included Víziváros office building, disposed by CA Immo and acquired by the Austrian
FLE.
In 2023 the retail asset class generated 15% of the transaction volume. The investment activity
amounted to just below €90 million, generated by 10 asset sales.
The logistics/industrial sector remained a very sought-after asset class but due to the lack of available
products in the sector the annual transaction volume reached only ca of €120 million, 20% below the
past 3 years’ annual volumes. As availability in the Greater Budapest market is limited, investors have
started to explore opportunities in the countryside as well.
Romania
The property investment volume in Romania totaled €496 million in 2023, 60% lower compared to 2022,
which was a record year. Investment volumes were dominated by retail representing 57.5% followed by
offices with 16.6% and industrial with 15.1% share. Investment volumes experienced a significant
40
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
increase in Q4 2023, when deals worth almost €253 million were closed, four times more than in the
previous quarter, but 58% below Q4 2022.
Retail had by far the largest share in total investment volumes in Q4, with 86.6%, followed by offices,
with 6.5%. By far the largest investment deal closed in 2023 was the sale of Mitiska’s retail portfolio in
Romania, composed of 25 retail parks across the country, with a total GLA of 132,000 sq m. The portfolio
was purchased by LCP Group, part of M Core, for €219 million.
The second largest transaction of the year was the sale and leaseback of FM Logistic’s warehouse
portfolio, with a total area of approximately 100,000 sq m, acquired by CTP. The third largest deal in
2023 was the sale of One Herastrau Office in Bucharest to a private investor, for €21 million.
Prime yields were stable at the end of 2023 compared to the previous quarter at 7.75% for offices,
shopping centres and industrial. Overall, market liquidity is expected to improve in the course of 2024,
as inflation is projected to decrease and interest rates will subsequently readjust to more manageable
levels. Therefore, 2024 should see an increase of total investment volumes compared to 2023.
Serbia
In 2023, Serbia exceeded initial expectations, experiencing a stronger economic upturn in the latter part
of the year, notably marked by another record-breaking surge in construction outputs. Building
construction remained stable at a moderate pace, whereas civil engineering experienced a significant
surge, showcasing a double-digit growth rate. Although inflationary pressures have eased, aiding market
stability, the persistently high interest rates continue to pose a substantial obstacle to short-term growth.
CA Immo has sold Belgrade Office Park. The facility consists of two buildings totaling approximately
27,000 sq m. The vacancy rate in the facility was around 3%.
The Belgrade office portfolio of Indotek was acquired by Diófa Fund Management. Eleven premium
office buildings situated in five business parks inside Belgrade's central business district - Green Heart,
FortyOne, Belgrade Business Center, 19 Avenue, and House office building make up the portfolio's
more than 122,000 sq m.
The on-going crisis in Ukraine has made Investors cautious. If investors are going to invest, we expect
the focus to continue to be on the retail market segment in Serbia, which is currently in expansion. We
would not expect significant shopping center transactions.
Croatia
Croatia has historically been one of the most active markets in the area when it comes to real estate
development and investment volume. In terms of the economy, Croatia's appeal to investors has been
reinforced by its membership in the EU, projected economic development, rising GDP per capita, and
rising purchasing power.
The retail market's steadiness and the lowest returns in the area support this from the perspective of
retail development. Taking into account pertinent assets, namely retail complexes, these schemes have
also attracted investors because of the market's steadiness, restrictions on future growth, and ongoing
introduction of new brands. But this wasn't always the case in the past, when over-development and
unfavourable economic conditions prevailed.
With the acquisition of an office building in the Matrix Office Park in Zagreb, ALFI Real Estate Fund, a
Slovenia-based investor in commercial real estate in Slovenia and Croatia, is growing its holdings in that
41
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
country. The Matrix B building has 213 parking spaces and over 10,500 sq m of leasable space. Both
prime office and retail yields remain stable, and both stands at 7.50 - 8.00%.
Bulgaria
The investment volume in Bulgaria in H1 2023 reached €68.9 million, which represents a 31% decrease
y-o-y (€99.3million in H1 2022). There have been five transactions in the office sector and one was
related to a mixed-used property (office, retail and residential). During H1 2023, prime yields remained
stable comparing to those reported at the end of 2022 for all the main segments: retail, offices and
industrial i.e. 7.50%, 7.50% and 8.00% respectively.
Transactions in the office segment included those with international investors exiting from two of their
investments while the sale processes of another two trophy properties in the CBD were organized by
liquidators and snatched by local players. All transactions were recorded in Sofia with a single exception
in Plovdiv with a small office property sold there.
The largest office transaction was the sale of Europroperty’s Sofia Office Center (built-up area 24,800
sq m), bought by Everty who have increased their presence in Bulgaria to five investment properties.
Another large transaction in the office market was the sale of Emerald Building which was the HQ of
Piraeus Bank in Bulgaria. The buyer, MVF Holding is owned by a Bulgarian investor with interests in
residential development, as well as casino management. The holding will most likely occupy the majority
of the building.
The sale of the Telephone Palace was organized by the liquidators of an insolvent NG Property and
bought by GPP Management, which is related to another participant in the casino market - Winbet.
Source: © 2024 Jones Lang LaSalle IP, Inc. All rights reserved. No part of this publication may be reproduced or transmitted in any form
or by any means without prior written consent of Jones Lang LaSalle IP, Inc.
3. Selected financial data
The following tables present the Group’s selected historical financial data for the year ended 31
December 2023 and 31 December 2022. The historical financial data should be read in conjunction with
Item 4. Operating and financial review of this Report and the consolidated financial statements for the
year ended 31 December 2023 (including the notes thereto).
Selected financial data presented in PLN is derived from the consolidated interim financial statements
for the year ended 31 December 2023 presented in accordance with IFRS and prepared in the Polish
language and Polish zloty as a presentation currency. The financial statements of the Group’s
companies prepared in their functional currencies are included in the consolidated financial
statements by a translation into EUR or PLN using appropriate exchange rates outlined in IAS 21 The
Effects of Changes in Foreign Exchange Rates.
42
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The reader is advised not to view such conversions as a representation that such zloty amounts actually
represent such euro amounts or could be or could have been converted into euro at the rates indicated
or at any other rate.
For the 12-month period ended 31 December
2023
2022
(in million)
€
PLN
€
PLN
Consolidated Income Statement
Revenues from operations
183.4
833.2
166.6
780.7
Cost of operations
(55.2)
(250.8)
(47.4)
(222.0)
Gross margin from operations
128.2
582.4
119.2
558.7
Selling expenses
(2.7)
(12.3)
(1.8)
(8.3)
Administration expenses
(20.4)
(92.7)
(15.0)
(70.5)
Loss from revaluation
(56.3)
(258.7)
(29.4)
(139.2)
Finance income/(cost), net
(33.2)
(150.8)
(31.7)
(148.6)
Net profit
12.4
53.7
24.8
115.2
Basic and diluted earnings per share (not in
million)
0.02
0.08
0.04
0.19
Weighted average number of issued ordinary
shares (not in million)
574,255,122
574,255,122
574,255,122
574,255,122
Consolidated Cash Flow Statement
Net cash from operating activities
95.2
431.9
88.1
412.9
Net cash used in investing activities
(108.0)
(488.7)
(77.7)
(364.6)
Net cash from/(used in) financing activities
(42.8)
(196.7)
10.8
38.0
Cash and cash equivalents at the end of the
period
60.4
262.6
115.1
539.7
As of 31 December
2023
2022
€
PLN
€
PLN
Consolidated statement of financial position
Investment property (completed and under
construction)
2,074.9
9,021.6
2,054.4
9,634.8
Investment property landbank
158.5
689.2
150.4
705.4
Right of use (investment property)
40.0
173.9
38.9
182.4
Residential landbank
27.2
118.3
26.6
124.8
Assets held for sale
13.6
59.1
51.6
242.2
Cash and cash equivalents
60.4
262.6
115.1
539.7
Non-current financial assets measured at fair
value through profit or loss
135.1
587.4
130.3
611.3
Others
146.9
638.7
102.6
480.9
Total assets
2,656.6
11,550.8
2,669.9
12,521.5
Non-current liabilities
1,444.0
6.278.5
1,433.9
6,724.6
Current liabilities including liabilities related to
assets held for sale
86.4
375.6
100.4
471.1
Total Equity
1,126.2
4,896.7
1,135.6
5,325.8
Share capital
12.9
57.4
12.9
57.4
43
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
4. Operating and financial review
4.1 General factors affecting operating and financial results
GENERAL FACTORS AFFECTING OPERATING AND FINANCIAL RESULTS
Management board believes that the following factors and important market trends have significantly
affected the Group’s results of operations since the end of the period covered by the latest published
audited financial statements, and the Group expects that such factors and trends will continue to have
a significant impact on the Group’s results from operations in the future.
The key factors affecting the Group’s financial and operating results are pointed below:
• the economic slowdown in CEE and SEE which may slow down the general economy in the
countries where the Group operates;
• availability and cost of financing;
• impact of the supply and demand on the real estate market in CEE and SEE region;
• impact of inflation (according to Eurostat, the euro area annual inflation was 2.9% in December
2023);
• impact of interest rate movements (however, as of 31 December 2023, 97% of the Group’s
borrowings were either based on fixed interest rate or hedged against interest rate fluctuations,
mainly through interest rate swaps and cap transactions);
• impact of foreign exchange rate movements (the vast majority of the Group’s lease agreements
are concluded in euro and include a clause that provides for the full indexation of the rent linked
to the European Index of Consumer Prices, bonds issued in other currencies than euro were
hedged against foreign exchange rate movements using cross currency SWAPs).
Similarly, as at the date of this Management report, the direct impact of the war in Ukraine on the Group’s
operations is not material.
4.2 Specific factors affecting financial and operating results
CORPORATE EVENTS
On 21 June 2023, the Company’s shareholders adopted a resolution regarding distribution of dividend
in the amount of PLN 132.1 (€29.7). Dividend was paid in September 2023.
ACQUISITIONS AND DEVELOPMENTS
During the year 2023 the Group acquired:
• 100% holding of G-Alpha VRSMRT Kft., which owns a part of a condominium in Budapest with
a total area of 1,300 sq m for a consideration of €3.5. The property is designated to office project
44
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
after refurbishment and fit-out works. The transaction was accounted for as an asset deal and
presented as landbank within investment properties.
• 100% holding of G-Gamma LCHD Kft., which owns a hotel under refurbishment in Budapest for
a consideration of €9.6. This transaction was accounted for as an asset deal and presented as
landbank within the investment properties.
During the third quarter of 2023, the Group completed Matrix C office building in Zagreb and Rose Hill
Business Campus, a 4,600 sq m two buildings in office complex located in Budapest.
DISPOSAL OF ASSETS/SUBSIDIARIES
During the year 2023, the Group has sold Forest Offices Debrecen building for ca. €49.2.
In December 2023, the Group signed a sale and purchase agreement concerning the sale of GTC LCHD
Projekt Kft, the owner of a real property located in Budapest. The sale price under the Agreement is
EUR 13.2. If the conditions to close the transaction are not met until 28 June 2024 the transaction may
be cancelled.
REPAYMENT OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES TO
BANK LOAN AGREEMENTS
During the year 2023 the Group:
• signed a loan agreement for €14 with Erste&Steiermarkische Bank d.d. (Matrix C), as of
31 December 2023, €13.1 out of this amount was drawn down;
• repaid in full bonds issued under ISIN code PLGTC0000318 (the remaining two thirds of total
issue) in the amount of €34.2 (PLN 146.6) – including the hedge component;
• signed a loan agreement for €25 with Erste Group Bank AG and Erste Bank AD Novi Sad (GTC
X). As of 31 December 2023, the full amount was drawn down;
• signed a loan agreement for €36 with UniCredit Bulbank EAD (ABC). As of 31 December 2023,
the full amount was drawn down.
4.3 Presentation of differences between achieved financial results and published
forecasts
The Group did not publish forecasts for 2023.
4.4 Statement of financial position
ASSETS
Total assets decreased by €13.3 to €2,656.6 as of 31 December 2023 from €2,669.9 as of 31 December
2022.
The value of investment property increased by €29.7 (1%) to €2,273.4 as of 31 December 2023 from
€2,243.7 as of 31 December 2022, mainly due to investments into assets under construction of €85.1
45
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
and landbank in the value of €13.1. This increase was partially offset by loss from revaluation related to
investment property of €57.5.
The value of assets held for sale decreased by €38.0 (74%) to €13.6 as of 31 December 2023 from
€51.6 as of 31 December 2022, mainly as a result of the completion of the sale of Forest Offices
Debrecen. This decrease was partially offset by reclassification of land in Budapest to assets held for
sale in the amount of €10.2.
The value of cash and cash equivalents decreased by €54.7 (48%) to €60.4 as of 31 December 2023
from €115.1 as of 31 December 2022. The cash balance was decreased partially due to the following
cash allocations:
• transfer to construction escrows in the amount of €19.4 for funding of assets under construction,
• transfer to green bonds acquisition escrow in the amount of €29.5.
Key cash outflows for the period were as follows:
• expenditures on investment properties of €113.7,
• acquisition of land plots in Hungary of €14.1,
• payment of dividend of €28.6,
• repayment of borrowings of €48.2,
• interest paid in the amount of €30.5,
whereas key inflows comprised:
• net cash proceeds from operating activities of €95.2
• inflow from disposal of Forest Offices Debrecen in the amount of €49.2,
• acquisition of new long-term loans of €74.1.
LIABILITIES
The value of loans and bonds increased by €36.1 (3%) to €1,274.0 as of 31 December 2023 as
compared to €1,237.9 as of 31 December 2022 mainly due to proceeds from long-term borrowings in
the amount of €74.1 combined with foreign exchange differences on bonds denominated in PLN and
HUF of €9.9, compensated by repayments during the period in the amount of €48.2.
The value of derivatives decreased by €30.3 (62%) to €18.7 as of 31 December 2023 from €49.0 as of
31 December 2022, mainly due to change in fair value of cross-currency interest swaps on the
Hungarian bonds.
The value of trade payables and provisions decreased by €8.6 (20%) to €34.0 as of 31 December 2023
from €42.6 as of 31 December 2022, mainly due to repayments of liabilities related to development
activity.
EQUITY
The value of equity decreased by €9.4 (1%) to €1,126.2 as of 31 December 2023 from €1,135.6 as of
31 December 2022 mainly due to dividend of €29.7, partially offset by recognition of profit for the period
in the amount of €12.4 and €8.2 gain in the value of hedge reserve.
46
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
4.5 Consolidated income statement
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €16.8 (10%) to €183.4 in the year ended 31 December 2023,
compared to €166.6 in the year ended 31 December 2022. The Group recognized an increase in rental
revenues of €11.1 following the completion of Pillar in Budapest, GTC X in Belgrade, Rose Hill Business
Campus in Budapest and Matrix C in Zagreb. The Group observed also an increase in an average rental
rate following the indexation of its rental rates to the European CPI. The increase was partially
compensated by a decrease in rental revenues following the sale of Forest Offices Debrecen in the first
quarter of 2023 as well as Cascade and Matrix office buildings in the third and fourth quarter of 2022.
COST OF RENTAL ACTIVITY
Service costs increased by €7.8 (16%) to €55.2 in the year ended 31 December 2023, as compared to
€47.4 in the year ended 31 December 2022. The Group recognized an increase in service costs
following completion of Pillar, GTC X, Rose Hill Business Campus and Matrix C of €2.9 and an increase
in operating costs of €6.5 coming from inflation. The increase was partially offset by a decrease in the
service costs due to the sale of Cascade and Matrix office buildings in the third and fourth quarter of
2022 and Forest Offices Debrecen in the first quarter of 2023 of €1.6.
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations increased by €9.0 (8%) to €128.2 in the year ended 31 December
2023, as compared to €119.2 in the year ended 31 December 2022, mainly due to an increase in rental
and service revenues partially offset by an increase in the service charge cost due to inflation combined
with a decrease in gross margin from operations resulting from the sale of office buildings in Hungary,
Romania and Croatia.
The gross margin on rental activities in the year ended 31 December 2023 was 70% compared to 72%
in the year ended 31 December 2022.
ADMINISTRATION EXPENSES
Administration expenses increased by €5.4 (36%) to €20.4 in the year ended 31 December 2023, from
€15.0 in the year ended 31 December 2022, mainly due to recognition of one-off payments related to
the severance payments, an increase in remuneration fees and other advisory expenses.
PROFIT/(LOSS) FROM THE REVALUATION
Net loss from the revaluation of the assets amounted to €56.3 in the year ended 31 December 2023,
compared to a net loss of €29.4 in the year ended 31 December 2022. Loss in the year ended 31
December 2023, is mainly due to a decrease in fair value of completed assets, mostly offices in Poland
and Hungary, due to a slight increase in yield combined with higher vacancy rates and changes in ERV,
combined with maintenance capex expenses which were not increasing the value of the properties.
47
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
FINANCE COST, NET
Finance cost, net increased by €1.5 (5%) to €33.2 in the year ended 31 December 2023 as compared
to €31.7 in the year ended 31 December 2022. The increase was mainly due to an increase in the
weighted average interest rate (including hedges) to 2.48% as of 31 December 2023 from 2.21% as of
31 December 2022. The marginal cost of borrowing increased to ca. 6% p.a. for new financing. The
increase in interest rates resulted in an increase in the cost of the unsecured part of financing (3% of
total financing).
RESULT BEFORE TAX
Profit before tax amounted to €14.4 in the year ended 31 December 2023, compared to a profit before
tax of €37.6 in the year ended 31 December 2022. The decrease mainly resulted from the loss on
revaluation of investment properties.
TAXATION
Corporate income tax in the value of €2.0 for the year ended 31 December 2023, compared to €12.8
tax in the year ended 31 December 2022, is a combination of current tax expense amounting to €6.5
and deferred tax income amounting to €4.5.
NET PROFIT
Net profit was €12.4 in the year ended 31 December 2023, compared to a net profit of €24.8 in the year
ended 31 December 2022. The decrease mainly resulted from loss from revaluation.
SEGMENTAL ANALYSIS OF TOTAL PORFTOLIO
Detailed description of segmental analysis of investment properties, residential landbank, assets held
for sale and value of buildings (including right of use is presented under Note 14 to the consolidated
financial statements for year 2023.
The chart presents rental income from completed
properties by sector in the year ended 31
December 2023, as compared to 40% retail sector
and 60% office sector in 2022.
Office
sector
62%
Retail
sector
38%
48
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The chart presents gross margin from
operations by country in the year ended
31 December 2023, which is virtually
unchanged from 2022.
The chart below presents real estate value share by country in the year ended 31 December 2023,
which is virtually unchanged from 2022.
4.6 Consolidated cash flow statement
Net cash flow from operating activities was €95.2 in the year ended 31 December 2023 as compared to
€88.1 in the year ended 31 December 2022. An increase of €7.1 was mainly due to a decrease in
working capital changes by €2.2 and lower tax payment for the corresponding period by €3.8.
Net cash flow used in investing activities amounted to €108.0 in the year ended 31 December 2023
compared to €77.7 cash flow used in investing activities in the year ended 31 December 2022. Cash
flow used in investing activities is mainly composed of expenditure on investment properties of €113.7
and acquisition of land plot in Hungary of €14.1 compensated by sale of completed assets of €49.2.
Net cash flow used in financing activities amounted to €42.8 in the year ended 31 December 2023,
compared to €10.8 of cash flow from financing activities in the year ended 31 December 2022. Cash
flow used in financing activities is mainly composed of proceeds from long-term borrowings of €74.1,
repayment of long-term borrowings of €48.2, dividend paid of €28.6 and interest paid in the amount of
€30.5.
Cash and cash equivalents as of 31 December 2023 amounted to €60.4 compared to €115.1 as of
31 December 2022. The cash balance was decreased partially due to the following cash allocations: (i)
transfer to construction escrows in the amount of €19.4 for funding of assets under construction and (ii)
transfer to green bonds acquisition escrow in the amount of €29.5. The Group keeps its cash on current
accounts and in the form of bank deposits.
Poland
37%
Belgrade
8%
Budapest
32%
Bucharest
8%
Zagreb
6%
Sofia
8%
Other
1%
Poland
39%
Belgrade
8%
Budapest
28%
Bucharest
7%
Zagreb
7%
Sofia
11%
49
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
4.7 Future liquidity and capital resources
As of 31 December 2023, the Group believes that its cash balances, cash generated from disposal of
properties, cash generated from renting out of its investment properties, and cash available under its
existing and future loan facilities will be sufficient to fund its needs.
The Group manages its liabilities efficiently and is constantly reviewing its funding plans related to (i)
developments and acquisitions of new properties, (ii) debt acquisitions and service of its existing assets
portfolio, and (iii) CAPEX in its existing properties. Any cash needs are covered from operating income,
new debt acquisitions and sale of operating assets or landbank.
As of 31 December 2023, the Group’s non-current liabilities amounted to €1,444.0 compared to €1,433.9
as of 31 December 2022.
The Group’s total debt from long and short-term loans and borrowings as of 31 December 2023
amounted to €1,274.0, as compared to €1,237.9 as of 31 December 2022.
The Group’s net loan-to-value ratio amounted to 49.3% as of 31 December 2023 as compared to 45.6%
as of 31 December 2022 due to decrease in value of properties following increase in yields and
maintenance capex expenditures which are not translated in to increase in value combined with slightly
increase in net debt.
As of 31 December 2023, 97% of the Group’s loans and bonds (by value) were based on the fixed
interest rate or hedged against interest fluctuations, mainly through interest rate swaps and cap
transactions.
AVAILABILITY OF FINANCING
The Management has analyzed the Groups cash flow projections based on certain hypothetical
defensive assumptions to assess the reasonableness of the going concern assumption given the current
developments on the market.
Based on Management’s analysis, the current cash liquidity of the Company, and the budget
assumptions, Management concluded that there is no material uncertainty as to the Company’s ability
to continue as a going concern in the foreseeable future i.e., at least in the next 12 months. Management
notes that it is difficult to predict the ultimate short, medium, and long-term impact of the macroeconomic
conditions on the financial markets and the Company’s activities. Management conclusions will be
updated and may change from time to time.
The Group’s principal financial liabilities comprise bank and shareholders’ loans, bonds, hedging
instruments, trade payables, and other long-term financial liabilities. The main purpose of these financial
instruments is to finance the Group’s operations. The Group has various financial assets such as trade
receivables, loans granted, derivatives, cash and short-term deposits.
The main risks connected with the Group’s financial instruments are interest risk, liquidity risk, foreign
currency risk and credit risk.
50
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Detailed description of financial instruments and risk management is presented under Note 34 to the
consolidated financial statements for the year 2023.
5. Information on loans granted with a particular emphasis on related entities
As of 31 December 2023, the Group does not have any long-term loans granted to its associates or
joint ventures.
6. Information on granted and received guarantees with a particular emphasis on
guarantees granted to related entities
In 2023 the Group did not grant any material guarantees. As of 31 December 2023, and 31 December
2022 there were no guarantees given to third parties.
Additionally, the typical warranties are given in connection with the sale of assets, to guarantee
construction completion and to secure construction loans (cost-overruns guarantee). The risk involved
in the above warranties and guarantees is very low.
7. Off balance sheet assets and liabilities
COMMITMENTS
The Group had contracted commitments in relation to future capital expenditures on investment
properties, amounting to €104.7 as of 31 December 2023 (€116.5 as at 31 December 2022). These
commitments are expected to be financed from available cash and current financing facilities, new
external financing or future instalments under already contracted sale agreements and yet to be
contracted sale agreements.
CROATIA
In relation to the Marlera Golf project in Croatia, a part of the land is leased from the State. From 2014
there is an open court case. The exposure is covered by a provision in the amount of €1.4. During 2023
there were no significant changes of the actual state.
8. Major investments, local and foreign (securities, financial instruments, intangible
assets, real estate), including capital investments outside the Group and its
financing method
As of 31 December 2023, the Group held a non-current financial assets (related to investment property)
measured at fair value through profit or loss with a total value of €135.1. The details of those assets are
provided Item 2.7.3 non-current financial assets.
51
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
9. Remuneration policy and human resources management
9.1 Remuneration policy
The Remuneration Policy of the Company was adopted on 14 June 2022. The Remuneration Policy
governs the remuneration of the management and supervisory board members.
REMUNERATION OF THE MANAGEMENT BOARD
In accordance with the Remuneration Policy, the remuneration of the members of the management
board is determined by the supervisory board and is set at a level appropriate to the roles assigned to
individual persons and related responsibilities and takes into account the performance of any additional
functions, qualifications and professional experience, the current market and economic situation, as well
as the Company’s financial and operational situation and needs.
Members of the management board are entitled to the following components of remuneration: (i) fixed
remuneration; (ii) variable remuneration and related payouts; (iii) Phantom shares or other incentive
programs either based on the Company’s shares or the movement of prices of these shares to be
established in the future by the general meeting or the supervisory board; (iv) compensation for
compliance with the non-compete clause; and (v) a severance payment related to the termination of the
legal relationship with the Company.
With respect to the variable components of remuneration, as defined in the Remuneration Policy, it is
designed to be motivational and to reward the members of the management board for fulfilling their
roles, discharging their responsibilities and delivering superior results. Variable remuneration targets
and the related payouts reflect a range of expected levels of performance. Members of the management
board may be entitled to Annual Performance Bonus if they achieve the minimum level of the set targets
in the given financial year. The Annual Performance Bonus should amount to a particular percentage or
part of the maximum bonus amount, as specified in the contract with a particular member of the
management board, depending on the level of achievement of the set targets. The Annual Performance
Bonus awarded to members of the management board is determined by the supervisory board.
The Annual Performance Bonus is paid after the approval of the annual financial statements by the
supervisory board of the Company. As of the date of this Report, the Annual Performance Bonus for
2023 has not yet been paid.
The Company determines the remuneration system so that the total share of the variable remuneration
is between 30% (thirty per cent) and 300% (three hundred per cent) of the annual fixed remuneration
for a particular member of the management board. The value of the Phantom Share Programme is not
taken into account in the calculation of the above proportion between the fixed and variable parts of the
remuneration.
Moreover, the management board members may receive and have received in 2023 additional benefits,
such as: (i) private medical care, including for family members; and (ii) the use of company cars,
company telephones and other electronic devices for private purposes and the covering of their costs.
52
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The members of the management board may also receive compensation for compliance with the non-
compete clause following the end of an engagement; however, the Company has exercised its right to
withdraw from such non-compete obligations and such compensation has not been paid to the former
members of the management board.
During the 2023 financial year, and in line with the Company’s approved Policy regarding the
remuneration of the management board members, management board members received a base fixed
remuneration as well as variable elements of the remuneration in accordance with the relevant contract
concluded with the Company or other entity from the Company’s capital group. One of the management
board members joined the 3-year Phantom Shares program. The establishment of a link between the
management board member's remuneration in a form of Phantom Shares and the increase in the
Company's share prices aligns such members’ personal interest with the interests of the shareholders.
The implementation of the Company’s strategy and commitment to long-term interests should have a
positive impact on the Company’s share prices, which in turn should translate into higher remuneration
of the management board members. In addition, it also increases the motivation of management board
members and facilitates in the Company retaining them and, as such, contributes to the stability of the
Company.
REMUNERATION OF THE SUPERVISORY BOARD
Members of the supervisory board are entitled to monthly fixed remuneration for performing their
functions, or if performing additional functions in a separate committee(s), they are entitled to additional
monthly fixed remuneration. The amount of the above-mentioned remuneration is determined by the
general meeting. There are no performance-based variable components of remuneration or financial or
non-financial benefits awarded to members of the supervisory board.
In 2023, there were changes in the composition of the supervisory board. The remuneration paid to the
supervisory board members was granted and paid in compliance with the Remuneration Policy as the
supervisory board members were granted only fixed remuneration for holding a position on the board
and, in some cases, additional remuneration for performing additional functions in a separate
committee(s) of the supervisory board.
The remuneration of supervisory board is approved by general meeting of shareholders.
9.2 Incentive system
The Company has a remuneration and incentive system that consists of a bonus for meeting specific
goals or objectives set by the management board or supervisory board (as the case may be) or achieving
special achievements. The Company’s management board members, certain key managers are also
incentivized by participation in Phantom Shares program, according to which a certain number of
phantom shares is vested to the employee once a year.
The Phantom Shares grant to the entitled persons a right for a settlement from the Group in the amount
equal to the difference between the average closing price for the Company’s shares on the Warsaw
Stock Exchange during the 30-day period prior to the date of delivery to the Company of the exercise
notice, and settlement price (“strike”) amount per share (adjustable for dividend). The Phantom Shares
are not securities convertible or exchangeable into shares in the Company, in particular, they are not
options on such shares. The Phantom Shares are merely a means of calculation of deferred variable
53
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
compensation of the entitled persons, which depends on the future market price of the shares on the
regulated market.
The company uses binomial model to evaluate the fair value of the phantom shares. The input data
includes the date of valuation, strike price, and expiry date.
9.2.1 Phantom Shares program control system
Granting Phantom Shares to members of the management board and setting their condition is reviewed
and approved by the Remuneration Committee and the supervisory board and is in accordance with the
Remuneration Policy. Remuneration to other key personnel is set by the management board.
9.3 Agreements concluded between GTC and management board members
In 2023 the Company has concluded agreements with its members of the board, providing for their basic
compensation, performance-related bonus, severance payment in the case of their dismissal. The
management board members may be entitled to participation in the Phantom Share program
Furthermore, the agreements contain a non-competition clause and confidentiality clause. As of 31
December 2023 one member of the management board joined 3-year Phantom Shares program.
9.4 Evaluation of the remuneration policy for the realization of its objectives
The remuneration policy is consistent with the shareholders' target to have a long-term increase in
shareholder value. Furthermore, it aims to provide stability in managing the Company and carrying out
its policies by attracting and retaining highly skilled employees across the organization and operation
countries of the Company. Such goals guarantee motivation for quality work and the good attitude of
employees, stable financial results, in the long run, sound and effective risk management, supporting
the implementation of the business strategy, and the reduction of conflict of interest.
54
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
9.5 Remuneration of the members of the management board and supervisory board
MANAGEMENT BOARD
The following table presents the remuneration of the members of the management board as of
31 December 2023 for the 12 months ended 31 December 2023:
Name
Periods
Fixed
remuneration¹ (€)
(not in million)
Variable
remuneration² (€)
(not in million)
Vested Phantom
Shares
(not in million)
Gyula Nagy
31 August -
31 December 2023
104 427
3 049
-
Barbara Sikora
1 May -
31 December 2023
168 000
45 000
-
Zsolt Farkas
31 August -
31 December 2023
72 000
-
-
Zoltán Fekete
1 January -
31 August 2023
254 147
1 435 895
900 000
Ariel Ferstman
1 January -
25 April 2023
115 082
580 436
-
János Gárdai
1 January -
31 August 2023
283 900
1 203 256
350 000
¹ Remuneration (or fees to entities in which the holder is key personnel) consists of payment for 2023 and success fee
amounts paid for present and the past year in addition to Group’s Phantom Shares program exercised during 2023, as detailed
in Item 9.2. Phantom shares. Fixed remuneration includes fringe benefits.
² Related to severance payment following the mutually agreed termination and to exercised phantom shares.
SUPERVISORY BOARD
The following table presents the remuneration of the members of the supervisory board as of
31 December 2023 for the 12 months ended 31 December 2023:
Name
Periods
Remuneration (€)
(not in million)
János Péter Bartha
1 January - 31 December 2023
52 333
Lóránt Dudás
1 January - 31 December 2023
27 732
Balázs Figura
1 January - 31 December 2023
27 732
Mariusz Grendowicz
1 January - 31 December 2023
31 024
László Gut
24 August - 31 December 2023
9 840
Artur Kozieja
1 January - 31 December 2023
43 865
Marcin Murawski
1 January - 31 December 2023
47 515
Gyula Nagy
1 January - 24 August 2023
17 917
Bálint Szécsényi
1 January - 31 December 2023
27 732
Bruno Vannini
1 January - 15 December 2023
26 539
Sławomir Niemierka
2 January - 31 December 2023
30 664
Dominik Januszewski
16 May - 31 December 2023
17 361
55
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
9.6 Number of employees
As of 31 December 2023 and 2022, the number of full time equivalent working employees in the
Group companies was 219 and 223, respectively.
9.7 Training policy
The Company offers its employees various forms to raise professional qualifications. The key strategic
training and workshops are conducted by external companies. Such training opportunities focus mainly
on market and product knowledge, marketing, processes, and IT applications competencies, asset
management, legal, tax, and accounting. The Company believes that such training is increasing the
employee’s commitment to the performance of business tasks, improving his/her skills, and maintaining
high customer service quality.
9.8 Information on any liabilities arising from pension and similar benefits for former
members of the management board and the supervisory board
There are no liabilities arising from pension and similar benefits for former members of the management
board and the supervisory board.
10. Shares in GTC held by members of the management board and the supervisory
board
The following table presents shares owned directly or indirectly by members of the Company’s
management board and supervisory board of the date of publication of this interim report, and changes
in their holdings since the date of publication of the Group’s last financial report (quarterly report for the
three and nine-month periods ended 30 September 2023) on 15 November 2023.The information
included in the table below is based on information received from members of the management board
and supervisory board.
Balance as of
23 April 2024
(not in million)
The nominal value of
shares in PLN
(not in million)
Change since
15 November 2023
(not in million)
Management board members
Barbara Sikora
¹
0
0
No change
Gyula Nagy
0
0
No change
Zsolt Farkas
0
0
No change
Total Management board members
0
0
56
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Supervisory board members
János Péter Bartha
0
0
No change
Csaba Cservenák ²
0
0
No change
Lóránt Dudás
0
0
No change
Balázs Figura³
0
0
No change
Mariusz Grendowicz³
13,348
1,335
No change
László Gut
0
0
No change
Artur Kozieja
0
0
No change
Dr. Leonz Meyer⁴
0
0
No change
Marcin Murawski
0
0
No change
Bálint Szécsényi
0
0
No change
Dr.Tamás Sándor ²
0
0
No change
Bruno Vannini⁵
0
0
No change
Sławomir Niemierka
0
0
No change
Dominik Januszewski
0
0
No change
Total Supervisory board members
13,348
1,335
¹Balance as of 18 March 2024
² Change since 15 March 2024
³ Balance as of 15 March 2024
⁴ Change since 13 March 2024
⁵ Balance as of 15 December 2023
Detailed description of changes in composition of the management board and supervisory board is
presented under item 2.4 this Report.
11. Transactions with related parties concluded on terms other than market terms
The Group presents information on the material transactions that the Company, or its subsidiaries,
concluded with a related party in the consolidated financial statements for the financial year ended
31 December 2023 in Note 32 Related Party Transactions.
In 2023, the Group did not conduct any material transactions with the related parties that are not based
on arm’s length basis.
However, in 2023, the Group acquired two assets for the total consideration of €13.1 from companies
related to the majority shareholder of the Company. For further details please refer to Item 2.2 Main
events in 2023.
57
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
12. Information on signed and terminated loan agreements within a given year
In April 2023, Seven Gardens d.o.o., a wholly-owned subsidiary of the Company, has signed €14 loan
agreement with Erste & Steiermarkische Bank d.d. with a maturity of five years following the end of
construction period (latest repayment date is June 2029). As of 31 December 2023, €13.1 out of this
amount was drawn down.
On 4 May 2023, on the maturity date, GTC S.A. repaid partially bonds issued under ISIN code
PLGTC0000318 (one third of total issue) in the amount of €17.1 (PLN 73.3) including the hedge
component.
In May 2023, Glamp d.o.o. Beograd, a subsidiary of the Company, has signed €25 loan agreement with
Erste Group Bank AG and Erste Bank AD Novi Sad with a maturity of five years from the signing date.
As of 31 December 2023, the full amount was drawn down.
On 6 November 2023, on the maturity date, GTC S.A. repaid the last tranche of bonds issued under
ISIN code PLGTC0000318 (one-third of the total issue) in the amount of €17.1 (PLN 73.3) including
the hedge component. As of the publication date the bonds issued under ISIN code PLGTC0000318
are fully repaid.
In November 2023 GTC S.A. cancelled in full revolving credit facility agreement in the amount of € 94.
In December 2023, Advance Business Center EAD, a wholly-owned subsidiary of the Company, has
signed €36 loan agreement with UniCredit Bulbank EAD with a maturity of five years from the signing
date. As of 31 December 2023, the full amount was drawn down.
All signed in year 2023 loan agreements are denominated in euro and interest is based on margin plus
Euribor. The weighted average on the Group’s long term debt and bonds as of 31 December 2023
amounted to 2.48% p.a.
13. Information on contracts of which the Company is aware of (including those
concluded after the balance sheet date) which could result in a change in the
shareholding structure in the future
On 27 December 2023, GTC Group received two notifications from GTC Dutch Holdings B.V. and GTC
Holding Zártkörűen Működő Részvénytársaság regarding establishment of pledge on 337,637,591
Company’s shares and 21,891,289 Company’s shares, respectively.
14. Proceedings before a court or public authority involving Globe Trade Centre SA
or its subsidiaries the total value of the liabilities or claims is material
There are no material individual or group proceedings before a court or public authority involving Globe
Trade Centre SA or its subsidiaries.
58
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
15. Material contracts signed during the year, including insurance contracts and co-
operation contracts
There are no material contracts signed during the year 2023.
16. Agreements with an entity certified to execute an audit of the financial
statements
In February 2022 the Company entered into an agreement with PricewaterhouseCoopers Polska spółka
z ograniczoną odpowiedzialnością Audyt sp.k., with headquarters located in Warsaw, („PwC”), for
performance of the audit of the standalone financial statements of Globe Trade Centre S.A. and the
consolidated financial statements of Globe Trade Centre Group for the financial years ended
31 December 2022-2024. Additionally to that agreement, the Group entered into various agreements with
PwC in the countries of the relevant Group’s subsidiaries.
The independent external auditor was selected by the resolution of the Company's supervisory board
dated 9 February 2022.
The following summary presents a list of services provided by PwC as well as remuneration for the
services in the periods of 12 months ended on 31 December 2023 and 31 December 2022.
For year ended
31 December
2023
31 December
2022
€ thousand
€ thousand
Fee for audit and review of financial statements
840
769
Assessment of the remuneration report of the management board
and the supervisory board, and other assurance and related services
14
35
Total
854
804
17. Key risk factors
RISK FACTORS RELATED TO THE GROUP’S BUSINESS
Risk
Description
Risk management method
Risk of
unfavourable
macroeconomic
trends
The Group is affected by macroeconomic
conditions, especially overall conditions in
the EU and national and local economies,
such as growth in gross domestic product,
inflation, changes in interest rates, and
unemployment rates. Unfavourable
macroeconomic trends combined with
▪ Ongoing monitoring of market and
macroeconomic conditions;
▪ securing rental income by the
execution of long-term lease
agreements with indexed rent
rates;
59
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
instability of financial markets may have a
negative impact on Group's operations,
rental income, the market value of the
Group’s properties, as well as the
availability and cost of debt financing.
▪ constant analysis of the
behaviour and needs of the
tenants;
▪ making decisions on new projects
based on current and estimated
market conditions;
▪ maintaining sufficient level of
cash and available credit limits.
Geopolitical
risk
Geopolitical factors, including the war in
Ukraine, the economic sanctions imposed
on Russia and Belarus, conflict in the
Middle East, as well as general political
uncertainty may, combined with a number
of other macroeconomic and geopolitical
factors, may negatively affect the Group's
operations and financial results. The
continuation of the war in Ukraine, its
intensification, or its expansion may result
in further disruption in supply chains, a
limited availability of subcontractors and a
general increase in the prices of materials,
along with an increase of energy prices.
▪ Ongoing monitoring the
geopolitical situation in terms of
its potential impact on the Group,
individual projects and the
Group's long-term investment
plans;
▪ as at the date of this Report, the
Group has not identified specific
risks that directly result from the
war in Ukraine and/or in the
Middle East on the Group’s
operations, financial results or
development process.
Risks related to
the
implementation
of strategy
The Group may be unable to implement its
strategy in part or in full and there can be
no assurance that the implementation of
the Group's strategy would achieve its
goals. The success of the Group’s strategy
relies, in part, on various assumptions and
contingencies (e.g. with respect to the level
of profitability of any acquisition targets,
investment criteria that have been
developed by the Group, and the valuation
of a project) which may prove to be
partially or wholly incorrect or inaccurate
resulting in a lower than expected return on
investment. There is a risk that the Group
will not be able to identify and secure new
investments at attractive prices and on
favourable terms and conditions that will
satisfy its rate of return objectives and
realise their values. Consequently, the
Group may not be able to acquire
properties and develop planned projects,
and acquisitions may not actually generate
the expected income. The Group may also
fail to achieve its goals due to internal and
external factors of regulatory, legal,
financial, social or operational natures,
some of which may be beyond the Group’s
control, such as volatile market conditions,
▪ Experienced, goal-oriented
management for the Group;
▪ qualified team of specialists;
▪ monitoring market conditions
(both global and regional) and
other factors that are relevant for
the achievement of the strategic
goals of the Group;
▪ periodic verification of key
strategic goals;
▪ cooperating with renowned
brokers and agents as well as
reputable legal, tax, commercial
and technical advisors in the due
diligence process and in the
process of new investment
acquisitions.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
a lack of capital resources needed for
expansion and the changing price and
availability of investment targets in the
relevant markets, as well as changes to
laws.
Risk related to
investments in
new sectors
and new
markets
The Group decided to pursue potential new
investments in certain new sectors and
geographical regions, including: (i)
innovation and technology parks; (ii)
renewable energy facilities (iii) hospitality
sector; and (iv) broadly understood living
sector, covering PRS, senior living and
student housing properties. No assurance
can be given that investments in such new
sectors may achieve the expected returns
and increase the Group’s profitability. The
success of investments in new sectors and
in new markets depends, to a significant
extent, on possessing good knowledge of a
given market and/or sector and ability to
locate and acquire properties at attractive
prices and on favourable terms and
conditions, and more experienced
commercial real estate developers that
have operated in such sectors for longer
periods may have an advantage over the
Group and constitute significant
competition for the Group. Moreover, the
successful implementation of the Group’s
new strategy may result in certain changes
to the Group’s property portfolio, including
its geographic composition and
composition by asset classes (i.e. retail,
office, residential and other properties) and
as a result, various measures of the
Group’s business and recurring cash flows
derived from rental income
▪ Investing in new sectors on a
small scale (such investments do
not constitute more than 10% of
the Group’s assets);
▪ investing as a minority
shareholder in investment
platforms with experienced
developers and financial
investors;
▪ conducting comprehensive
analyses of new sectors and
markets;
▪ cooperating with local specialists
familiar with the conditions of a
given market;
▪ conducting a detailed due
diligence prior to making a
decision on whether to proceed
with a new project.
Risk related to
changes in
tenant and
consumer
preferences
A noticeable change in the typical work
model resulting in a growing share of
employees working in a hybrid mode
combining work from home with office
work, or working only from home
(strengthened by changes in the labour law
introduced in Poland), as well as changes
in shopping preferences combined with the
growing significance of online shopping
instead of conventional shopping may lead
to reduced demand for office and retail
space, which, in turn, may cause reduced
or negative rental returns and profits and as
▪ Conducting ongoing analyses of
the latest trends based on
industry reports and own
analyses of consumer
preferences;
▪ developing ability to flexibly
respond to changing consumer
and tenant preferences;
▪ attempting to secure high-quality
projects that are attractive to
tenants;
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
a result could have a material adverse
effect on the Group’s business, financial
condition and results of operations.
▪ improving amenities for tenants
and implementing tenant-friendly
solutions in buildings
▪ adapting the Group’s strategy in
accordance with the changing
market trends and situation
Risk related to
the
development
process
The Group is exposed to risks related to
development processes, including, among
others, a contractor’s bankruptcy, claims
and legal disputes with subcontractors,
delays in work, the improper quality of work,
increased prices of materials and labour,
and shortages of qualified teams of
professionals. Failure in any of these
respects may negatively affect the Group's
reputation and the marketability of the
completed properties. The construction of
the Group’s projects may also be delayed
or otherwise negatively affected by other
factors over which the Group has limited or
no control, such as acts of nature, industrial
accidents, changes in applicable laws, and
increases in the cost of external financing.
Additionally, no assurances can be given
that permits or other decisions required
from various authorities in connection with
existing or new development projects will
be obtained by the Group in a timely
manner. Such decisions may be challenged
by third parties, which may result in delays
in the development timetable, failing to
meet deadlines and/or an investment being
abandoned. The Group’s land may also
require rezoning or a new or amended local
spatial development plan or planning
permission. Obtaining the required
permissions cannot be guaranteed, and the
Group has encountered such difficulties in
the past.
▪ Cooperating with renowned and
experienced contractors,
subcontractors and suppliers;
▪ checking the financial condition
and technical capabilities of a
contractor or supplier prior to
signing contracts;
▪ applying mechanisms in
construction contracts protecting
investors (e.g. lump sum
remuneration, indemnification
regarding subcontractors,
obligation to provide respective
bank guarantees or other
collateral securing the proper
performance of work and
guarantee periods);
▪ conducting ongoing supervision
over construction projects by
project managers;
▪ conducting detailed analyses of
the zoning designation of land
prior to acquisition;
▪ developing experience in
obtaining permits from major
cities in Poland;
▪ cooperating with experienced
external architectural and urban
planning studios as well as
specialists in the fields of
planning and administrative
procedures.
▪
Risk of not
adjusting the
Group’s
properties to
climate
changes,
sustainability
criteria and not
reducing its
impact on the
environment
The Group is required to adapt to adopted
EU legal acts in the area of ESG, to meet
multiple sustainability criteria, and to take
actions aimed at reducing the
environmental impact of the Group’s
operations. There is a risk that the
adaptation of the Group’s buildings to be
net zero effective as well as actions taken
by the Group to improve building efficiency
may require significant capital expenditures
and in some cases could be difficult to
▪ Focusing on a thorough analysis
of the environmental impact of
the operation of the Group’s
buildings;
▪ continuously improving the
monitoring and management of
buildings based on the most
recognised environmental
certification systems such as
BREEAM or LEED;
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
implement. One cannot rule out that, for the
purpose of the reduction of their carbon
footprint, tenants will be looking for space
that provides a low carbon footprint or will
limit their office space or put a great
importance to work from home (in an effort
to generate less or even no carbon
emissions) instead of working from office,
which may lead to reduced demand for
office space and have a negative impact on
the rental returns and profitability of the
Group. There is a risk that buildings that do
not meet sustainability criteria will not be
attractive either to tenants or potential
purchasers and, as a consequence, the
sale of such buildings may be difficult, or
the price offered for such buildings will not
be satisfactory to the Group. Also, the
observed changes in the climate (in
particular, changes in the average air
temperature in the region in which the
Group operates) may require changes in
the operation of the Group’s properties as
well as its equipment (including, for
instance, changing air conditioners,
replacing old lighting with LED, etc.). Not
making these changes in a timely manner
could create a competitive disadvantage
and a decrease in rental revenue as well as
influence bankability of the investment
properties held by the Group.; .
▪ reducing the Group’s carbon
footprint primarily by ensuring the
energy efficiency of buildings and
investing in energy from
renewable sources;
▪ using green energy from certified
sources in all buildings in
Hungary, Poland, Romania and
Croatia, and partially in Bulgaria;
▪ supporting local communities and
educational and cultural activities
by working with over a hundred
organisations, including NGOs,
schools and universities;
▪ delivering new buildings, and
acquiring and managing assets
with a focus on environmental
protection.
LEGAL AND REGULATORY RISKS
Risk
Description
Risk management method
Risk of
changes in
laws
The Group’s operations are subject to
various regulations in Poland, Hungary,
Romania, Croatia, Serbia, Bulgaria and
other jurisdictions in which the Group
conducts business activities (including fire
and safety requirements, environmental
regulations, labour laws and land zoning)
and is exposed to the risk of changes to
laws in such jurisdictions. New, or
amendments to existing, laws, rules,
regulations or ordinances could require
significant unanticipated expenditures or
impose additional obligations and/or
restrictions on the use of the Group’s
properties and/or its operations.
▪ Ongoing monitoring of changes in
laws applicable to the Group’s
operations (while still in the
legislative process) so that new
requirements can be quickly
implemented in the Group's
operation;
▪ cooperating with renowned legal
advisors in the jurisdictions where
the Group conducts business
activities.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Risk of
changes in
tax laws or
their
interpretation
Taking into account that the tax
regulations in the countries in which the
Group operates, including Poland, are
complex and subject to frequent changes,
and the approaches of the various tax
authorities are not uniform and consistent,
the Group is exposed to the risk that tax
authorities will employ a different
interpretation of tax laws that apply to the
Group, which may prove unfavourable to
the Group. No assurance can be given
that specific tax interpretations already
obtained and applied by the Group will
not be changed or challenged. There is
also the risk that new tax law regulations
will be introduced, which may result in
greater costs due to circumstances
related to complying with the changed or
new regulations. Moreover, in relation to
the cross-border nature of the Group’s
business, international agreements,
including double tax treaties which apply
to members of the Group, may also have
an effect on the Group companies’
business.
▪ Monitoring changes in tax law
applicable to the Group’s operations;
▪ obtaining a tax interpretation in the
case of any uncertainty concerning
the tax treatment of a given
transaction and conducting the
transaction in line with such
interpretation;
▪ hiring experienced accountants and
financial specialists;
▪ cooperating with renowned legal and
tax advisors.
Risk of legal
disputes
The Group may face claims and may be
held liable in connection with incidents
occurring on its construction sites, such
as accidents, injuries or fatalities of its
employees, contractors or visitors to the
sites. Claims may also be brought against
the Group in connection with concluded
transactions concerning the sale of
projects (e.g. for a breach of warranties
made by the Group, and/or for the
existence of defects of which the Group
was not aware, but of which it should
have been aware when it concluded the
transaction). The Group may be also
involved in small-scale litigation and other
legal proceedings in connection with
lease agreements in the case of breaches
of certain obligations of the landlord
described in such agreements.
▪ Applying high standards in the fields
of health, safety and the
environment;
▪ monitoring the compliance with
health, safety and environmental
procedures by the Group’s
employees as well as contractors
and their employees and
subcontractors;
▪ introducing a mechanism limiting the
Group’s liability in transaction
documents (e.g. time limitations,
monetary limitations);
▪ cooperating with renowned legal
advisors in the case of a dispute
▪ acquiring appropriate insurance
policies..
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
RISK FACTORS RELATED TO THE GROUP’S FINANCIAL CONDITION
Risk
Description
Risk management method
Risk of
decline in
occupancy
levels
Any significant decline in occupancy levels
in the Group’s properties, especially the
loss of reputable anchor tenants, could
have a material adverse effect on the
ability of the Group to generate cash flows
at expected levels. There can be no
assurance that tenants will renew their
leases on terms favourable to the Group at
the end of their current tenancies and, if
they do not, that new tenants of equivalent
standing (or any new tenants) will be found
to take up replacement leases on
commercial terms satisfactory for the
Group (especially, taking into account
increasing tenant expectations in respect
of fit-out standards and incentives).
▪ Attempting to secure high quality
projects that are attractive to tenants;
▪ building good, long-term relationships
with tenants;
▪ continuously analysing market trends
and promptly adapting to changes;
▪ improving amenities for tenants and
implementing tenant-friendly
solutions in buildings;
▪ effective management of the Group’s
commercial properties;
▪ experienced leasing team;
▪ cooperating with reputable brokers
and leasing agencies.
Risk of not
fully
recovering
the operating
costs from
tenants
The Group may not be able to fully pass
on all operating costs to the tenants,
especially in a very competitive
environment where the Group has to offer
attractive conditions and terms to be able
to compete with other office or retail
properties or has to improve conditions
offered to attract new tenants to its
projects. If vacancy rates in the Group’s
building increase, the Group must cover
the portion of the service charges that is
related to the vacant space. Some of the
lease agreements concluded by the Group
provide for a cap on increases of the
service changes payable by the tenant. In
such cases, if the maintenance charges
increase, the Group would be unable to
pass on such increases to the tenants.
▪ Effective property management
focused on minimising maintenance
costs without compromising the
quality of services;
▪ the vast majority of the lease
agreements concluded with tenants
are triple-net leases, which means all
operational costs as well as property
taxes are covered by the tenants;
▪ limited caps on service charges
passed on to tenants.
Risk related
to the
valuation of
the Group’s
properties
The valuation of a property is inherently
subjective and uncertain as it is based on
different methodologies, forecasts and
assumptions (e.g. as to expected rental
values, fit-out costs, the time necessary
for renting a specific property, etc.). The
Group’s property valuations are made
based on the discounted cashflow method
(DCF), using the discount rates applicable
to the relevant local real estate market or,
in the case of certain properties, by
▪ investing in properties in reputable
and stabilised markets;
▪ developing properties based on
demand;
▪ leasing properties to reputable long
term tenants;
▪ diversifying the investment portfolio;
▪ investing into proper maintenance of
the properties.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
reference to the sale value of comparable
properties, and any change in the
valuation methodology used by the valuer
will have an impact on the valuation of a
given property and may result in gains or
losses in the Group’s consolidated income
statement. As a result, the Group can
generate significant non-cash gains or
losses from period to period depending on
the changes in the fair values of its
investment properties, regardless of
whether such properties are sold. If the
forecasts and assumptions on which the
valuations of the projects in the Group’s
portfolio are based prove to be inaccurate
or are subject to changes, the actual
values of the projects in the Group’s
portfolio may differ materially from those
stated in the valuation reports. Valuations
based on inaccurate assumptions
concerning the Group’s properties and
fluctuations in valuations may have a
material adverse effect on the Group’s
business, financial condition and
compliance with bank loan agreements
(covenants’ calculation).
Risk related
to the
Group’s debt
financing
The Group’s existing leverage and
external debt financing (including its types
and value)exposes the Group to additional
risks, including: (i) increasing its
vulnerability to and reduced flexibility to
respond to downturns in the Group’s
business or generally adverse economic
and industry conditions; (ii) limiting the
Group’s ability to obtain additional
financing to fund future operations, capital
expenditures, business opportunities,
acquisitions and other general corporate
purposes, and increasing the cost of any
future borrowings; (iii) forcing the Group to
dispose of its properties in order to enable
it to meet its financing obligations,
including compliance with certain
covenants under loan agreements; (iv)
requiring dedication of a substantial
portion of the Group’s cash flows from
operations to the payment of principal and
interest on its indebtedness; and (v)
placing the Group at a competitive
disadvantage compared to its competitors
that are less leveraged.
▪ Hedging interest rate risk and
exchange rate for non-euro external
financing in order to maintain fixed
cost of financing over the funding
period
▪ keeping the LTV under control and in
the long run decreasing it
▪ adjusting the Group’s investment
policy to fund availability and actively
working on the portfolio quality by
exiting from low cash generating
assets
▪ maintaining available credit limits and
good relationships with financing
banks.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Risk of the
failure to
meet
obligations
under
financing
agreements
The Group could fail to make principal
and/or interest payments due under the
Group’s loans or breach any of the
covenants included in loan agreements –
in some cases also due to circumstances
which may be beyond the control of the
Group. These may include requirements
to meet certain loan-to-value ratios, debt
service coverage and working capital
requirements. A breach of such covenants
by the Group could result in the forfeiture
of its mortgaged assets, the acceleration
of its payment obligations, the
acceleration of payment guarantees,
trigger cross-default clauses or make
future borrowing difficult or impossible. In
these circumstances, the Group could
also be forced in the long term to sell
some of its assets to meet its loan
obligations, or the completion of its
affected projects could be delayed or
curtailed.
▪ Monitoring the regular repayment of
debt and securing funds for such
repayment;
▪ monitoring to ensure the proper
performance of all obligations
imposed on the Group and/or its
companies under financing
documents;
▪ ensuring loan funds are spent in
accordance with the purpose of a
given loan;
▪ attempting to ensure the proper
liquidity of the Group
▪ employing specialists responsible for
handling the existing debt financing
of the Group;
▪ conducting monitoring to ensure the
proper performance of all obligations
of the Group under existing financing
documents so as to prevent the
occurrence of any breach and/or
default.
Risk related
to refinancing
The Group’s real estate projects are
financed under secured loans and
unsecured bonds that have been provided
for a limited term. The Group may not be
able to renew or refinance its remaining
obligations in part or at all, or may have to
accept less favourable terms in respect of
such refinancing. If the Group is unable to
renew a loan or bond or secure
refinancing, the Group could be forced to
sell one or more of its properties in order
to procure the necessary liquidity or to use
its existing cash to repay the loan.
Additionally, if the Group is not able to
renew certain loans or bonds, the
properties that are financed by way of
such loans or bonds will become low-
leveraged and, as a consequence, will not
be able to generate the expected returns
on equity. The refinancing is also
connected with a risk of changes in
interest rates, which may be less
favourable than under the existing
indebtedness. Interest rates are highly
sensitive to many factors, including
government monetary policies and
domestic and international economic and
political conditions, as well as other
factors beyond the Group’s control, but
▪ Monitoring to ensure the proper
performance of all obligations of the
Group under existing financing
documents so as not to lead to any
breach and/or default;
▪ maintaining the creditworthiness of
the Group at a sufficient level;
▪ extensive experience in obtaining
financing and refinancing;
▪ effectively managing the Group’s
leverage;
▪ building good and long-term
relationships with financing banks;
▪ employing experienced financial
specialists;
▪ limiting exposure to changes in
interest rates by incurring debt at a
fixed interest rate, or changing
interest from a variable to a fixed rate
via the hedging instruments.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
any changes in the relevant interest rates
may increase the Group’s costs of
borrowing in relation to existing loans,
thus impacting its profitability. Any
combination of the above if substantial in
value, might have material adverse effects
on the Group’s business, cash flows,
financial condition and results of
operations.
Currency risk
The Group’s functional currency is euro.
The Group is exposed to currency risks
arising, inter alia, from the fact that certain
of the Group’s costs (such as certain
construction costs, labour costs and
remuneration for certain general
contractors) are incurred and some of the
incomes are gained in the currencies of
the geographical markets in which the
Group operates, including the Polish zloty,
the Bulgarian leva, the Hungarian forint,
the Romanian lei and the Serbian dinar.
The exchange rates between local
currencies and the euro have historically
fluctuated. A portion of the Group’s debt is
denominated in currencies other than
EUR and as a result a portion of the
financial costs is incurred by the Group in
such other currencies (the currency risk
applies, in particular, to interest on the
bonds issued by the Group in Hungarian
forints).
▪ Obtaining debt financing
denominated in euros or converting
financing obtained in other currencies
into euros using hedging derivatives;
▪ concluding agreements with
contractors specifying remuneration
expressed in euros;
▪ engaging in other forms of currency
hedging in an attempt to reduce the
impact of currency fluctuations and
the volatility of returns.
Risk of loss
of liquidity by
the Group
There is a potential risk of a loss of
liquidity by the Group in the case of a
significant disturbance of the balance
between its receivables and liabilities, and
a material cash flow disruption in the
absence of access to debt financing.
▪ Permanent monitoring of forecast and
actual short- and long-term cash
flows, as well as receivables and
liabilities;
▪ maintaining a sufficient cash level in
order to ensure proper liquidity
management;
▪ experienced management of the
Group;
▪ diversification of the Group’s portfolio
as well as investing in new sectors
that might go through different
phases of the business cycle at
different times.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
RISK FACTORS RELATED TO THE SHAREHOLDING STRUCTURE
Risk
Description
Risk management method
Risk of conflicts of
interest between the
Group and the Group’s
controlling shareholder
The Group cannot exclude the risk of
a potential conflict of interest
between GTC’s dominant entity, i.e.
Optimum Venture Private Equity
Fund (“Optima”), which indirectly
holds 62.61% of the shares in the
Company’s share capital, and the
remaining shareholders. When
considering an investment, the
business and operational matters of
the Group, and/or the most
appropriate uses of the Group’s
available cash, the interests of
Optima may not be aligned with the
interests of the Group or of its other
shareholders, especially as Optima
operates in the same markets as the
Group and they might compete over
investments.
▪ Applying the relevant principles
of corporate governance set out
in the Good Practices of
Companies Listed on the WSE
2021;
▪ protecting the rights of minority
shareholders in the articles of
association, including the
appointment of a shareholder
meeting delegate (supervisory
board member appointed by the
general meeting), independence
criteria for at least two
supervisory board members,
special approval requirements for
related-party transactions .
Risk associated with
related-party
transactions
As the Group carries out transactions
with related parties, it is exposed to
the risk of such transactions being
challenged by tax authorities, taking
into account the specific nature of
related-party transactions, the
complexity and ambiguity of legal
regulations governing the methods of
determining arm’s-length terms for
the purpose of such transactions, as
well as difficulties in identifying
comparable transactions for
reference purposes.
▪ Monitoring legal and tax
regulations as well as
amendments to laws governing
related-party transactions;
▪ Applying related party
regulations, i.e. closing such
transactions at arms length and
preparing respective
documentation i.e. benchmarking
studies, pre-arrangements with
tax authorities, etc.
▪ monitoring market practice
(including the approach of the
authorities) in determining arm’s-
length terms for the purpose of
related-party transactions;
▪ cooperating with experienced tax
and legal advisors.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
RISK FACTOR RELATED TO THE MARKETS IN WHICH THE GROUP OPERATES
Risk
Description
Risk management method
Risk
associated
with
countries in
emerging
markets
The markets in the regions of CEE and
SEE in which the Group operates are
subject to greater legal, economic, fiscal
and political risks than mature markets,
and are subject to rapid and sometimes
unpredictable changes. CEE and SEE
countries still present various risks to
investors, such as economic instability or
changes in national or local government,
land expropriation, changes in taxation
legislation or regulations, changes to
business practices or customs, changes to
laws and regulations related to currency
repatriation, and limitations on the level of
foreign investment or development. In
addition, adverse political or economic
developments in the countries in which the
Group operates and/or neighbouring
countries could have a significant negative
impact on, among other things, gross
domestic product, foreign trade and the
general economies of individual countries.
The ongoing armed conflict in the territory
of Ukraine and uncertainties regarding its
duration and scale, and the relationship of
CEE and SEE countries with Russia may
affect the attitude of investors towards the
regional real estate market and their
willingness to invest in countries
neighbouring Ukraine and Russia where
the Group operates. The Group may be
exposed to risks related to investing in real
estate in CEE and SEE countries resulting
from the unregulated or uncertain legal
status of some those real properties (e.g.
due to reprivatisation claims).
▪ Monitoring political and economic
situations in the regional markets in
which the Group operates;
▪ hiring local specialists familiar with
the conditions of a given market;
▪ conducting detailed due diligence
prior to making a decision on
whether to proceed with a new
project;
▪ applying legal protections in
concluded contracts;
▪ securing rental income by way of the
execution of long-term lease
agreements,
▪ diversifying risk by investing in
different markets and investing in
new undertakings in diversified way
(one project at one time in a country),
▪ investing in new more stable highly
rated economies in order to decrease
the average risk.
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
IT RISK FACTOR
Risk
Description
Risk management method
Risk of
unauthorised
access to
data
The Group is exposed to the risk related to
unauthorised access to data from inside
and outside the organisation that may
result in the leakage of confidential data
concerning the Group.
▪ Implementing internal IT security
standards;
▪ continuous monitoring and detection
of threats to IT systems and
infrastructure;
▪ cooperating with reputable providers
of IT and cybersecurity services;
▪ building employee awareness in the
field of cybersecurity.
18. Terms and abbreviations
Terms and abbreviations capitalized in this management's board Report shall have the following
meanings unless the context indicates otherwise:
the Company
or GTC
are to Globe Trade Centre S.A.;
the Group
or GTC Group
are jointly to Globe Trade Centre S.A. and its consolidated subsidiaries;
Shares
is to the shares in Globe Trade Centre S.A., which were introduced to public
trading on the Warsaw Stock Exchange in May 2004 and later and are marked
under the PLGTC0000037 code and inward listed on Johannesburg Stock
Exchange in August 2016;
Bonds
is to the bonds issued by Globe Trade Centre S.A. or its consolidated
subsidiaries and introduced to alternative trading market and marked with the
ISIN codes PLGTC0000318, HU0000360102, HU0000360284 and
XS2356039268;
the Report
is to the consolidated annual report prepared according to art. 71 of the Decree
of the Finance Minister of 29 March 2018 on current and periodical information
published by issuers of securities and conditions of qualifying as equivalent the
information required by the provisions of the law of a country not being a
member state;
CEE
is to the Group of countries that are within the region of Central and Eastern
Europe (Poland, Hungary);
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All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
SEE
is to the Group of countries that are within the region of South-Eastern Europe
(Bulgaria, Croatia, Romania, and Serbia);
Net rentable area,
NRA, or net
leasable area,
NLA
are to the metric of the area of a given property as indicated by the property
appraisal experts to prepare the relevant property valuations. With respect to
commercial properties, the net leasable (rentable) area is all the office or retail
leasable area of a property exclusive of non-leasable space, such as hallways,
building foyers, and areas devoted to heating and air conditioning installations,
elevators, and other utility areas. The specific methods of calculation of NRA
may vary among particular properties, which is due to different methodologies
and standards applicable in the various geographic markets on which the
Group operates;
Gross rentable
area or gross
leasable area,
GLA
are to the amount of the office or retail space available to be rented in
completed assets multiplied by add-on-factor. The gross leasable area is the
area for which tenants pay rent, and thus the area that produces income for
the Group;
Total property
portfolio
is to book value of the Group’s property portfolio, including: investment
properties (completed, under construction and landbank), residential
landbank, assets held for sale, and the rights of use of land under perpetual
usufruct;
Commercial
properties
is to properties with respect to which GTC Group derives revenue from rent
and includes both office and retail properties;
Occupancy rate
is to average occupancy of the completed assets based on square meters ("sq
m") of the gross leasable area;
Funds From
Operations,
FFO,
FFO I
are to profit before tax less tax paid, after adjusting for non-cash transactions
(such as fair value or real estate remeasurement, depreciation and
amortization share base payment provision and unpaid financial expenses),
the share of profit/(loss) of associates and joint ventures, and one-off items
(such as FX differences and residential activity and other non-recurring items);
EPRA NTA
is a net asset value measure under the assumption that the entities buy and
sell assets, thereby crystallizing certain levels of deferred tax liability. It is
computed as the total equity less non-controlling interest, excluding the
derivatives at fair value as well as deferred taxation on property (unless such
item is related to assets held for sale);
In-place rent
is to rental income that was in place as of the reporting date. It includes
headline rent from premises, income from parking, and other rental income;
72
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Net loan to value
(LTV); net loan-to-
value ratio
are to net debt divided by Gross Asset Value. Net debt is calculated as total
financial debt net of cash and cash equivalents and deposits and excluding
loans from non-controlling interest and deferred debt issuance costs. Gross
Asset Value is investment properties (excluding the right of use under land
leases), residential landbank, assets held for sale, financial assets, buildings
for own use, and share on equity investments. Net loan to value provides a
general assessment of financial risk undertaken;
The average cost
of debt; average
interest rate
is calculated as a weighted average interest rate of total debt, as adjusted to
reflect the impact of contracted interest rate swaps and cross-currency swaps
by the Group;
EUR, €
or euro
are to the single currency of the participating Member States in the Third Stage
of European Economic and Monetary Union of the Treaty Establishing the
European Community, as amended from time to time;
PLN or zloty
are to the lawful currency of Poland;
HUF
is to the lawful currency of Hungary;
JSE
is to the Johannesburg Stock Exchange.
19. Statement on the application of the principles of corporate governance for the
financial year ended 31 December 2023
1
Globe Trade Centre S.A.
STATEMENT ON APPLICATION OF THE PRINCIPLES OF
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2023
2
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
TABLE OF CONTENTS
1. The principles of corporate governance to which the issuer is subject and the location where the set
of principles is publicly available ............................................................................................................. 3
2. The principles of corporate governance that the issuer has waived, including the reasons for such
waiver ................................................................................................................................................. 3
3. The principal characteristics of the internal control and risk management systems used with respect
to the procedure of preparing financial statements and consolidated financial statements .................... 5
4. Shareholders who, directly or indirectly, have substantial shareholding, including the number of
shares held by them, the percentage share in the share capital, and the number of votes attached to
their shares in the overall number of votes at the general meeting ........................................................ 6
5. Holders of any securities that grant special rights of control, including a description of such rights .. 8
6. Restrictions concerning the exercise of voting rights, such as restriction of the exercise of voting rights
by holders of any specific part or number of votes, time restrictions concerning the exercise of voting
rights or regulations whereunder, with the co-operation of the Company, the equity rights related to the
securities are separate from holding securities ....................................................................................... 9
7. Restrictions concerning the transfer of the ownership title to securities in Globe Trade Centre S.A.. 9
8. Rules concerning the appointment and dismissal of management and the rights thereof, specifically
the right to make decisions concerning the issuance and redemption of shares. ................................... 9
9. Overview of the procedure of amending the Company’s articles of association ............................... 10
10. The bylaws of the general meeting and its principal rights and description of rights of shareholders
and their exercise, in particular the rules resulting from the bylaws of the general meeting, unless
information on that scope results directly from the provisions of law .................................................... 10
11. Personnel composition and changes in the previous business year and description of the functioning
of the management, supervisory, or administrative bodies of the Company and its committees. ........ 11
12. Audit partner .................................................................................................................................... 17
13. Diversity policy in terms of the management, supervisory, or administrative bodies
of the Company. .................................................................................................................................... 19
3
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1. The principles of corporate governance to which the issuer is subject and the
location where the set of principles is publicly available
In July 2007, the Council of the Warsaw Stock Exchange adopted a set of principles for the corporate
governance for joint-stock companies issuing shares, convertible bonds, or senior bonds that are
admitted to trading on the stock exchange (the “WSE Best Practices”). The WSE Best Practices have
been amended several times since then and were brought in line with recent legislative amendments,
current international corporate governance trends, and the expectations of market participants. The last
amendment took place on 29 March 2021, when the Warsaw Stock Exchange supervisory board adopted
a resolution approving a new code of corporate governance, “Best Practice of GPW Listed Companies
2021” which came to force as of 1 July 2021 and is a base for this report on the application of the principles
of corporate governance for the financial year ended 31 December 2023.
The content of the WSE Best Practices is publicly available on the website of the Warsaw Stock
Exchange dedicated to those issues at https://www.gpw.pl/best-practice2021
2. The principles of corporate governance that the issuer has waived, including the
reasons for such waiver
We strive to make every possible effort to employ the corporate governance principles set out in the WSE
Best Practices, and try to follow, in all areas of the Company’s business, all the recommendations
regarding best practices of Warsaw Stock Exchange Listed Companies and all the recommendations
directed to management boards, supervisory boards and shareholders.
Additionally, to implement a transparent and effective information policy,
the Company provides fast and safe access to information for
shareholders, analysts and investors, employing both traditional and
modern technologies of publishing information about the Company to the
greatest extent possible.
In 2023, the Company did not apply with three principles as informed in its statement of compliance with
the Best Practice of GPW Listed Companies 2021, including:
We strive to make every
possible effort to employ all
corporate governance
principles
4
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Section
Principle
Comments of the company:
1. Disclosure
policy, investor
communication
1.4.2
To ensure quality communication with
stakeholders, as a part of the business
strategy, companies publish on their website
information concerning the framework of the
strategy, measurable goals, including in
particular long-term goals, planned activities
and their status, defined by measures, both
financial and non-financial. ESG information
concerning the strategy should among
others: present the equal pay index for
employees, defined as the percentage
difference between the average monthly pay
(including bonuses, awards and other
benefits) of women and men in the last year,
and present information about actions taken
to eliminate any pay gaps, including a
presentation of related risks and the time
horizon of the equality target.
The current strategy of the
GTC Group does not contain
the elements indicated in this
rule. Still, the Company will
consider the possibility of
including them in the new
strategy being developed by
the Company in the future.
2. Management
board,
supervisory board
2.1
Companies should have in place a diversity
policy applicable to the management board
and the supervisory board, approved by the
supervisory board and the general meeting,
respectively. The diversity policy defines
diversity goals and criteria, among others
including gender, education, expertise, age,
professional experience, and specifies the
target dates and the monitoring systems for
such goals. With regard to gender diversity of
corporate bodies, the participation of the
minority group in each body should be at
least 30%.
The company does not plan to
formally adopt a diversity
policy towards the
management board and the
supervisory board as the main
criteria in selecting its
members are knowledge,
experience, personality traits
and education, and not, for
example, age or gender.
2 Management
board,
supervisory board
2.2
Decisions to elect members of the
management board or the supervisory board
of companies should ensure that the
The company does not plan to
formally adopt a diversity
policy towards the
5
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
composition of those bodies is diverse by
appointing persons ensuring diversity, among
others in order to achieve
the target minimum participation of the
minority group of at least 30% according to
the goals of the established diversity policy
referred to in principle 2.1.
management board and the
supervisory board as the main
criteria in selecting its
members are knowledge,
experience, personality traits
and education, and not, for
example, age or gender.
3. The principal characteristics of the internal control and risk management
systems used with respect to the procedure of preparing financial statements
and consolidated financial statements
The management board is responsible for the Company’s internal control system and its effectiveness
in the process of preparing financial statements and interim reports prepared and published in
accordance with the provisions of the Decree of the Finance Minister of 29 March 2018 on current and
interim information provided by issuers of securities and the conditions for accepting, as equivalent,
information required by the provisions of a country not being a member state.
The Company draws on its employees’ extensive experience in the identification, documentation,
recording, and controlling of economic operations, including numerous control procedures supported by
modern information technologies used for the recording, processing, and presentation of operational
and financial data.
In order to ensure the accuracy and reliability of the accounts of the parent and subsidiary companies,
the Company applies a series of internal procedures in the area of transactional control systems and
processes resulting from the activities of the Company and the capital group.
An important element of risk management, in relation to the financial reporting process, is ongoing
internal controls exercised by main accountants on the holding and subsidiaries level.
The budgetary control system is based on quarterly and annual financial and operational reporting.
Financial results are monitored regularly.
One of the basic elements of control in the preparation of financial statements of the Company and
the Group is verification carried out by independent auditors. An auditor is chosen from a group of
reputable firms which guarantee a high standard of service and independence. The Group’s
supervisory board approves the choice of the auditor. Tasks of the independent auditor include, in
particular: a review of semi-annual stand-alone and consolidated financial statements and an audit of
annual stand-alone and consolidated financial statements.
An auditor’s independence is fundamental to ensuring the accuracy of an audit of books and financial
statements. An audit committee, appointed to the Company’s supervisory board, supervises the financial
reporting process in the Company, in co-operation with the independent auditor, who participates in the
audit committee meetings. The audit committee oversees the financial reporting process in order to
6
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
ensure sustainability, transparency, and integrity of financial information. The audit committee includes
one member of the supervisory board who meets the independence criteria set out in the Best Practices
of WSE Listed Companies. The audit committee reports to the supervisory board.
Moreover, under Article 4a of the Act of 29 September 1994 on accounting, the duties of the supervisory
board include ensuring that the financial statements and the report of the Company’s operations meet
the requirements of the law, and the supervisory board carries out this duty, using the powers under the
law and the articles of association of the Company. This is yet another level of control exercised by an
independent body to ensure the accuracy and reliability of the information presented in the separate and
consolidated financial statements.
4. Shareholders who, directly or indirectly, have substantial shareholding,
including the number of shares held by them, the percentage share in the share
capital, and the number of votes attached to their shares in the overall number
of votes at the general meeting
The following chart presents the Company’s shareholders, who had no less than 5% of votes at the
general meeting of GTC S.A. shareholders, as of the date of 31 December 2023.
The following chart presents the Company’s shareholders, who had no less than 5% of votes at the
general meeting of GTC S.A. shareholders, as of the date of this Report:
GTC Dutch
Holdings B.V.
58,80%
GTC Holding Zártkörüen Müködö
Részvénytársaság¹
3,81%
Allianz OFE³
10,85%
OFE PZU Złota
Jesień
9,54%
Other shareholders
17,00%
GTC Dutch Holdings
B.V.
58,80%
GTC Holding Zártkörüen Müködö
Részvénytársaság¹
3,81%
Allianz OFE³
10,85%
OFE PZU Złota Jesień
9,54%
Aletheia Investment AG
5,00%
Other shareholders
12.00%
7
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The following table presents the Company’s shareholders, who had no less than 5% of votes at the
general meeting of GTC S.A. shareholders. The table is prepared based on information received directly
from the shareholders or subscription information, and presents shareholder structure as of the date of
31 December 2023:
Shareholder
Number of
shares and
rights to the
shares held
(not in
million)
% of share
capital
Number of
votes
(not in
million)
% of
votes
Change in
number of
shares since
30 September
2023
(not in
million)
GTC Dutch Holdings B.V.
337,637,591
58.80%
337,637,591
58.80%
Change of
direct
shareholder of
90,176,000.²
GTC Holding Zártkörüen
Müködö Részvénytársaság¹
21,891,289
3.81%
21,891,289
3.81%
No change
Allianz OFE³
62,330,000
10.85%
62,330,000
10.85%
No change
OFE PZU Złota Jesień
54,800,000
9.54%
54,800,000
9.54%
No change
Other shareholders
97,596,242
17.00%
97,596,242
17.00%
No change
Total
574,255,122
100.00%
574,255,122
100.00%
No change
¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC
Holding Zártkörüen Müködö Részvénytársaság) holds 337,637,591 shares.
² On 11 December 2023 the GTC Dutch Holdings B.V., GTC Holding Zártkörüen Müködö Részvénytársaság (the
Shareholders) and Icona Securitization Opportunities Group S.à r.l. concluded a conditional global settlement
agreement aimed to unwind their cooperation with respect to the Company (GSA).The Company was informed
that the transfer of shares in accordance with the GSA did not result in any change in the number of votes in the
Company held either jointly or individually by the Shareholders, as all voting rights attached to shares were
already exercised by GTC Dutch under the Assignment Agreement (dated 18 February 2022 (with the effective
date as of 1 March 2022) prior to the execution of the GTC SA.
³ on 12 May 2023, the share of Allianz OFE in the total number of votes in the Company were above the 10%
threshold due to liquidation of Drugi Allianz Polska Otwarty Fundusz Emerytalny ("Drugi Allianz OFE") and the
transfer of its assets to Allianz OFE.
On 13 March 2024, the Company received a notification from its shareholder, i.e.: Aletheia Investment
AG (“Aletheia”) that the share of Aletheia in the total number of votes in the Company was above the
5%.
8
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
As of the date of this Report the table presents the Company’s shareholders, who had no less than 5%
of votes at the general meeting of GTC S.A.:
Shareholder
Number of shares
and rights to the
shares held
(not in million)
% of
share
capital
Number of
votes
(not in
million)
% of
votes
Change in
number of
shares since
30
September
2023
(not in
million)
GTC Dutch Holdings
B.V.
337,637,591
58.80%
337,637,591
58.80%
Change of
direct
shareholder
of
90,176,000.²
GTC Holding Zártkörüen
Müködö
Részvénytársaság¹
21,891,289
3.81%
21,891,289
3.81%
No change
Allianz OFE³
62,330,000
10.85%
62,330,000
10.85%
No change
OFE PZU Złota Jesień
54,800,000
9.54%
54,800,000
9.54%
No change
Aletheia Investment AG
28,718,871
5.00%
28,718,871
5.00%
Increase by
28,718,871
Other shareholders
68,877,371
12.00%
68,877,371
12.00%
Decrease by
28,718,871
Total
574,255,122
100.00%
574,255,122
100.00%
No change
¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC
Holding Zártkörüen Müködö Részvénytársaság) holds 337,637,591 shares.
² On 11 December 2023 the GTC Dutch Holdings B.V., GTC Holding Zártkörüen Müködö Részvénytársaság
(the Shareholders) and Icona Securitization Opportunities Group S.à r.l. concluded a conditional global
settlement agreement aimed to unwind their cooperation with respect to the Company (GSA).The Company
was informed that the transfer of shares in accordance with the GSA did not result in any change in the number
of votes in the Company held either jointly or individually by the Shareholders, as all voting rights attached to
shares were already exercised by GTC Dutch under the Assignment Agreement (dated 18 February 2022
(with the effective date as of 1 March 2022) prior to the execution of the GTC SA.
³ on 12 May 2023, the share of Allianz OFE in the total number of votes in the Company were above the 10%
threshold due to liquidation of Drugi Allianz Polska Otwarty Fundusz Emerytalny ("Drugi Allianz OFE") and
the transfer of its assets to Allianz OFE.
5. Holders of any securities that grant special rights of control, including a
description of such rights
There are no special rights of control that would be attached to any securities in Globe Trade Centre S.A.
9
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
6. Restrictions concerning the exercise of voting rights, such as restriction of the
exercise of voting rights by holders of any specific part or number of votes, time
restrictions concerning the exercise of voting rights or regulations whereunder,
with the co-operation of the Company, the equity rights related to the securities
are separate from holding securities
There are no restrictions applicable to the exercise of voting rights such as restriction of the exercise of
voting rights by holders of any specific part or number of shares, any time restrictions applicable to the
exercise of voting rights or regulations whereunder, with the co-operation of Globe Trade Centre S.A.,
the equity rights related to securities would be separate from holding securities.
7. Restrictions concerning the transfer of the ownership title to securities in Globe
Trade Centre S.A.
There are no limitations of transfer of ownership title to securities, except for those limitations that are
resulting from the general provisions of the law, in particular contractual limitations regarding the transfer
of the ownership rights to the securities issued by the Company.
8. Rules concerning the appointment and dismissal of management and the rights
thereof, specifically the right to make decisions concerning the issuance and
redemption of shares.
Pursuant to Art. 12 of the Company’s statute the management board consists of one to seven members,
appointed by the supervisory board for a three-year term.
Additionally, the supervisory board designates the president of the management board (CEO) and may
designate deputy thereof.
The management board of the Company is responsible for the Company’s day-to-day management and
for its representation in dealing with third parties. All issues related to the Company’s operations are in
the scope of activities of the management board unless they are specified as the competence of the
supervisory board or the general meeting by the provisions of applicable law or the articles of
association.
Members of the management board participate, in particular, in general meetings and provide
answers to questions asked during general meetings. Moreover, members of the management board
invited to a supervisory board meeting by the chairman of the supervisory board participate in such
meeting, with a right of voice to express their opinion on issues on the agenda.
The general meeting takes decisions regarding the issuance or buying back of shares in the Company.
The competencies of the management board in the scope are limited to execution of any resolutions
adopted by the general meeting.
10
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
9. Overview of the procedure of amending the Company’s articles of association
A change to the Company’s articles of association requires a resolution of the general meeting and an
entry into the Court register. The general provisions of law and the articles of association govern the
procedure of adopting resolutions regarding changes to the articles of association.
10. The bylaws of the general meeting and its principal rights and description of
rights of shareholders and their exercise, in particular the rules resulting from
the bylaws of the general meeting, unless information on that scope results
directly from the provisions of law
The general meeting acts pursuant to the provisions of the Polish Commercial Companies Code and
the articles of association.
The general meeting adopts resolutions regarding, in particular, the following issues:
a) discussion and approval of reports of the management board and the financial
statements for the previous year,
b) decision about allocation of profits or covering of losses,
c) signing off for the performance of duties for the supervisory board and the management
board,
d) determination of the supervisory board remuneration,
e) changes to the articles of association of the Company,
g) increase or decrease in the share capital,
h) merger or transformation of the Company,
i) dissolution or liquidation of the Company,
j) issuance of convertible or priority bonds,
k) sale or lease of the Company and the establishment of a right of use or sale of the
Company’s enterprise,
l) all decisions regarding claims for damages upon the establishment of the Company, or
the performance of management or supervision.
A general meeting can be attended by persons who are shareholders of the Company sixteen days
before the date of the general meeting (the day of registration for participation in the general meeting).
A shareholder who is a natural person is entitled to participate in general meetings and execute voting
rights in person or through a proxy. A shareholder, which is a legal entity, is entitled to participate in
11
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
general meetings and execute voting rights through a person authorized to forward statements of will
on their behalf or through a proxy.
A power of attorney to attend a general meeting and exercise voting rights must be in written or
electronic form. For the purposes of identification of the shareholder who granted a power of attorney,
a notice on the granting of such power of attorney electronically should contain:
- if the shareholder is an individual, a copy of an identity card, passport or any other official
identification document confirming the identity of the shareholder; or
- if the shareholder is not an individual, a copy of an extract from a relevant register or any
other document confirming the authorization of the individual(s) to represent the shareholder
at the general meeting (e.g., an uninterrupted chain of powers of attorney).
The general meeting may be attended by members of the management board and supervisory board
(in a composition which allows for substantive answers to the questions asked during the general
meeting) and by the auditor of the Company, if the general meeting is held to discuss financial matters.
At the general meeting each participant is entitled to be elected the chairman of the general meeting,
and also nominate one person as a candidate for the position of chairman of the general meeting. Until
the election of the chairman, the general meeting may not take any decisions.
The chairman of the general meeting directs proceedings in accordance with the agreed agenda,
provisions of law, the articles of association, and, in particular: gives the floor to speakers, orders votes
and announces the results thereof. The chairman ensures efficient proceedings and respecting of the
rights and interests of all shareholders.
After the creation and signing of the attendance list, the chairman confirms that the general meeting has
been called in the correct manner and is authorized to pass resolutions.
The chairman of the general meeting closes the general meeting upon the exhausting of its agenda.
11. Personnel composition and changes in the previous business year and
description of the functioning of the management, supervisory, or administrative
bodies of the Company and its committees.
THE MANAGEMENT BOARD
Composition of the management board
As of 31 December 2023,the management board was composed of three members.
12
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The following table presents the names, surnames, functions, dates of appointment, and dates of expiry
of the current term of the members of the management board as of 31 December 2023:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment for
the current term
Year of
expiry
of term
Gyula Nagy
President of the management
board
2023
2023
2026
Barbara Sikora
Member of the management
board and CFO
2023
2023
2026*
Zsolt Farkas
Member of the management
board and COO
2023
2023
2026
* On 18 March 2024 Barbara Sikora resigned from her seat on the management board of GTC S.A.
Detailed description of changes in composition of the management board is presented under Item 2.4
of Management board’s report on the activities of Globe Trade Centre S.A. Capital Group in the financial
year ended 31 December 2023 and by the date of the report publication.
Description of operations of the management board
The management board runs the Company’s business in a transparent and efficient way pursuant to
the provisions of applicable law, its internal provisions, and the “Best Practices of WSE Listed
Companies”. When making decisions related to the Company’s business, the members of the
management board act within limits of justified business risk.
The President of the Management Board (CEO) jointly with any other member of the Management
Board, or any two members of the management board acting jointly are entitled to make
representations on the Company’s behalf.
All issues related to the management of the Company which are not specified by the provisions of
applicable law or the articles of association as competencies of the supervisory board or the general
meeting are within the scope of competence of the management board.
Members of the management board participate in sessions of the general meeting and provide
substantive answers to questions asked during the general meeting. Members of the management
board invited to a meeting of the supervisory board by the chairman of the supervisory board participate
in such meeting with the right to take the floor regarding issues on the agenda. Members of the
management board are required to, within their scope of competence and the scope necessary to settle
issues discussed by the supervisory board, submit explanations and information regarding the
Company’s business to the participants of a meeting of the supervisory board.
The management board makes any decisions considered (by the management board) to be important
for the Company by passing resolutions at meetings thereof. Such resolutions are passed by a simple
majority.
13
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Moreover, the management board may adopt resolutions in writing or via a manner enabling
instantaneous communication between the members of the management board by means of audio-
video communication (e.g. teleconferencing, videoconferencing, etc.).
THE SUPERVISORY BOARD
The composition of the supervisory board
As of 31 December 2023, the supervisory board comprised of ten members. The following table presents
the names, surnames, functions, dates of appointment, and dates of expiry of the current term of the
members of the supervisory board:
Name and surname
Function
Year of the
first
appointment
Year of
appointment
for the
current term
Year of
expiry of
term
Year of next
appointment
János Péter Bartha¹
Chairman of the
supervisory board
2020
2020
2023
2024
Lóránt Dudás
Member of the
supervisory board
2020
2020
2023
2024
Balázs Figura
Member of the
supervisory board
2020
2020
2023
2024*
Mariusz Grendowicz
Member of the
supervisory board
2000
2022
2025
2026*
László Gut
Member of the
supervisory board
2023
2023
2026
2027
Marcin Murawski¹
Independent member of
the supervisory board
2013
2022
2025
2026
Artur Kozieja¹ ²
Independent member of
the supervisory board
2022
2022
2025
2026
Bálint Szécsényi
Member of the
supervisory board
2020
2020
2023
2024
Sławomir Niemierka¹
Independent member of
the supervisory board
2023
2023
2025
2026
Dominik Januszewski¹
Independent member of
the supervisory board
2023
2023
2026
2027
¹ conforms with the independence criteria listed in the Best Practices of WSE Listed Companies.
² conforms with the independence criteria listed in the articles of association of the Company
* On 15 March 2024, GTC Dutch Holdings B.V. revoked Mr. Balázs Figura and Mr. Mariusz Grendowicz from the positions
of members of the Supervisory Board of GTC S.A,
Detailed description of changes in composition of the management board and the supervisory board is
presented under Item 2.4 of Management board’s report on the activities of Globe Trade Centre S.A.
Capital Group in the financial year ended 31 December 2023 and by the date of the report publication.
14
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Description of the operations of the supervisory board
The supervisory board acts pursuant to the Polish Commercial Companies Code and also pursuant to
the articles of association of the Company and the supervisory board regulations dated 16 May 2017.
Pursuant to the Polish Commercial Companies Code, the supervisory board performs constant
supervision over activities of the enterprise. Within the scope of its supervisory activities, the supervisory
board may demand any information and documents regarding the Company’s business from the
management board.
Members of the supervisory board are required to take necessary steps to receive regular and full
information from the management board regarding material matters concerning the Company’s
business and risks involved in the business and the strategies of risk management. The supervisory
board may (while not infringing the competencies of other bodies of the Company) express their
opinion on all the issues related to the Company’s business, including forwarding motions and
proposals to the management board.
In addition to the matters defined in the Polish Commercial Companies Code or other applicable laws
the following are the competencies of the supervisory board:
a) the determination of remuneration (including 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 an entity controlled by it for entering into a related-party
transaction, in each case other than any intra-group transactions i.e. transactions between the
Company or an entity controlled by it with another entity controlled by the Company (the term
“control” and “related-party transaction” shall be understood as provided in International
Accounting Standard 24 (Related party disclosures))
c) granting consent for the Company or an entity controlled by it to execute a transaction (in the
form of a single legal act or a number of legal acts) resulting in the acquisition or disposal of
assets, or the creation of a liability, in excess of EUR 30 million, except for (i) scheduled or early
debt repayment; and (ii) hedging transactions in relation to such debt that have been approved
by the Supervisory Board under this point; for the avoidance of doubt, prior to entering into any
of the transactions referred above in this point c), in addition to the consent of the Supervisory
Board, the consent of the respective management bodies of the entity controlled by the
Company or the consent of the Management Board of the Company itself shall also be required,
as the case may be, in each case to the extent required by (a) the constitutional documents of
the entity controlled by the Company or this statute and (b) the respective legislation..
The supervisory board consists of five to twenty members, including the Chairman of the supervisory
board. Each shareholder who holds individually more than 5% of shares in the Company’s share capital
(the “Initial Threshold”) is entitled to appoint one supervisory board member. Shareholders are further
entitled to appoint one additional supervisory board member for each block of held shares constituting
5% of the Company’s share capital above the Initial Threshold. Supervisory board members are
appointed by a written notice of entitled shareholders given to the chairman of the general meeting at
15
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
the general meeting or outside the general meeting delivered to the management board along with a
written statement from the selected person that he/she agrees to be appointed to the supervisory board.
The number of supervisory board members is equal to the number of members appointed by the
entitled shareholders, increased by one shareholder meeting delegate,, provided that in each case
such number may not be lower than five.
Under the Company’s articles of association, the supervisory board should consist of at least two
members meeting the criteria of an independent member of the supervisory board as set out in the
corporate governance regulations included in the Best Practices of Warsaw Stock Exchange listed
Companies.
The chairman of the supervisory board calls meetings of the supervisory board. The chairman calls
meetings of the supervisory board at his or her own initiative or upon the request of a member of the
management board or a member of the supervisory board therefore. A meeting of the supervisory board
must take place within two weeks but no earlier than on the 3 (third) business day after the receipt of
such request by the Chairman of the Supervisory Board
Within the limits defined by law, the supervisory board may convene meetings both within the territory
of the Republic of Poland and abroad. Resolutions of the Supervisory Board shall be adopted at
Supervisory Board meetings, which may be held with the use of electronic communication to the fullest
extent permitted by applicable laws. Resolutions of the Supervisory Board may be adopted in writing or
by circulation to the fullest extent permitted by applicable laws, provided that all members are notified
about the content of such a resolution by electronic mail to the addresses provided by the Supervisory
Board members.
Unless the articles of association provide otherwise, resolutions of the supervisory board are adopted
by absolute majority of votes cast in the presence of at least five supervisory board members. In the
event of a tie, the Chairman has a casting vote.
Members of the supervisory board execute their rights and perform their duties in person. Members of
the supervisory board may participate in general meetings.
Moreover, within the performance of their duties, the supervisory board is required to:
a) once a year prepare and present to the general meeting a concise evaluation of the situation of
the Company, taking into account the evaluation of the internal control system and the
management system of risks that are important for the Company,
b) once a year prepare and present to the annual general meeting an evaluation of its own
performance,
c) discuss and issue opinions on matters which are to be subject of the resolutions of the general
meeting.
16
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
COMMITTEES OF THE SUPERVISORY BOARD
The supervisory board may appoint committees to investigate certain issues which are in the
competence of the supervisory board or to act as advisory and opinion bodies to the supervisory board.
AUDIT COMMITTEE
The supervisory board has appointed the Audit Committee, whose principal task is to make
administrative reviews, to exercise financial control, and to oversee financial reporting as well as internal
and external audit procedures at the Company and at the companies in its group.
In 2023, the Audit Committee meet 4 times in total.
The following table presents the details on the Audit Committee members as of 31 December 2023:
Member
Function
Conforms with
independence
criteria
Knowledge and skills in the
field of accounting or
auditing of financial
statements
Knowledge
and skills in
the real
estate
Artur Kozieja
Member of the
audit committee
Yes
Yes ¹
Yes ¹
Marcin
Murawski
Chairman of the
audit committee
Yes
Yes ²
No
János Péter Bartha
Member of the
audit committee
Yes
Yes³
No
¹ Artur Kozieja holds an MBA from the Wharton School of the University of Pennsylvania (USA) and is
a graduate of the Diplomatic Academy in Beijing (China). Artur Kozieja, the founder of the Europlan
group, is an experienced investor and investment banker who, between 1995 and 2017, worked as a
senior executive at Credit Suisse, Morgan Stanley and Barclays Capital in London, where he was
responsible for M&A transactions and the raising of capital for corporations, banks and countries in
Central and Eastern Europe. In addition, as a partner in a family hotel business started in 1983, he also
developed hotel projects in Lower Silesia in Poland. Since 2017, as part of the Europlan group, he has
been carrying out hotel investments in Poland, where he has opened, among other things, the Lake Hill
Resort & Spa hotel complex in the Karkonosze Mountains and the Metropolo by Golden Tulip hotel in
Cracow, and is currently preparing several hotel projects in cooperation with international hotel chains.
² Marcin Murawski graduated from the Faculty of Management of Warsaw University in 1997. He has
also the following certificates: ACCA, ACCA Practicing Certificate, KIBR entitlement, CIA. Since 2012
he has been a member of the supervisory board of CCC S.A. Between 2005 and 2012 Mr. Murawski
was a director of the internal audit and inspection department at WARTA Group and secretary of the
audit committee at TUIR WARTA S.A. and TUNŻ WARTA S.A. Between 1997 and 2005 he worked at
PricewaterhouseCoopers Sp. z o.o., as manager of the audit department (2002-2005), senior assistant
in the audit department (1999-2001), assistant in the audit department (1997-1999).
³ János Péter Bartha is a seasoned investment banker with 18-year experience in private equity
investments, especially extensive experience in privatisation, management of IPOs and M&A. Mr.
Bartha started his banking carrier at the National Bank of Hungary in 1986, became CEO of Credit
17
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Suisse First Boston in 1990, and Head of Credit Suisse First Boston in Central and Eastern Europe in
1994.
REMUNERATION COMMITTEE
The supervisory board has appointed the Remuneration Committee of the supervisory board, which has
no decision-making authority and which is responsible for making recommendations to the supervisory
board with respect to the remuneration of the members of the management board and the policies for
setting such remuneration.
In 2023, the Remuneration Committee meet 4 times in total.
The following table presents the details on the Remuneration Committee members as of 31 December
2023:
Member
Function
Conforms with
independence
criteria
Knowledge and skills in the
field of accounting or
auditing of financial
statements
Knowledge
and skills in
the real
estate
Janos Peter
Bartha
Chairman of the
remuneration
committee
Yes
Yes
No
Artur Kozieja
Member of the
remuneration
committee
Yes
Yes
Yes
Marcin Murawski
Chairman of the
remuneration
committee
Yes
Yes
No
12. Audit partner
The recommendation to select the audit firm to audit the financial statements met all the biding legal
conditions required in the procedure for selection of the audit firm to audit the financial statements.
The audit firm selected to audit financial statements provide also other services for the Company in
2023, including review of the remuneration report and review of the prospectus.
RULES FOR SELECTION OF AN INDEPENDENT AUDITOR WITHIN AN AUDIT FIRM TO AUDIT
GTC S.A.’S FINANCIAL STATEMENTS, AS WELL AS THE RULES FOR CONDUCTING
AUTHORISED NON-AUDIT SERVICES BY THE AUDIT FIRM.
On 15 November 2022, the supervisory board of GTC approved the rules for the selection of an
independent auditor according to the Act on Registered Auditors which were adopted by the Audit
Committee of the Company on 15 November 2022.
18
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The selection of an audit firm to audit and review the financial statements of the Company is the
responsibility of the supervisory board. Decisions are taken in the form of an official resolution of the
supervisory board, taking into account the prior recommendations of the Audit Committee.
The Audit Committee assesses the independence of the statutory auditor and consents to the
provision of authorised non-audit services to the Company. The consent can be expressed after the
assessment of the independence of the statutory auditor and after obtaining from the statutory auditor
a confirmation that the provision of authorised non-audit services will be carried out in accordance
with the independence requirements laid down for such services in the rules of professional ethics
and standards of performing such services.
The main assumptions of the policy for selecting an audit firm for the purpose of conducting an audit:
1. the Company's supervisory board selects an audit firm to audit the financial statements.
based on the prior recommendation of the Audit Committee of the supervisory board. The
selection decision is taken in the form of a resolution of the supervisory board.
2. the Audit Committee, in its recommendation, shall:
• recommend a preferred audit firm along with a justification of the preference of the Audit
Committee;
• state that the recommendation is free from third-party influence;
• state that the Company has not entered into any agreements containing clauses that
restrict the ability of the supervisory board to select an audit firm for the purposes of the
audit of the Company's financial statements to certain categories or lists of audit firms;
and
• indicate the proposed remuneration for conducting the audit.
3. in the event that the selection conducted by the Audit Committee does not refer to the
prolongation of the agreement for the purpose of the audit of the Company’s financial
statements, the recommendation of the Audit Committee must contain at least two options
for the selection of an audit firm, along with justifications as well as an explanation of the
reasons of the Audit Committee’s preferred option.
4. the Audit Committee shall cooperate with the Company’s management board in obtaining,
analysing and evaluating the audit offers, and will be assisted by the management board in
drafting the respective recommendation.
5. in the course of the selection procedure, the supervisory board and the Audit Committee
shall consider:
• the principles of impartiality and independence of the audit firm. This shall include an
analysis of other work carried out by the audit firm in the Company that extends beyond
the scope of the auditing of the financial statements in order to avoid any conflict of
interest;
19
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
• the experience and track record of the audit team in auditing financial statements of
similar companies, its competencies and financial criteria;
• the maximum allowed duration of continuous engagements of statutory audits carried
out by the same audit firm under any applicable law;
• the proposed remuneration for the audit;
• the assessment of the relation between the criteria specified in points 2 and 3 above
and
• the assessment of the findings and conclusions of the annual report of the Polish Audit
Supervision Agency (PANA).
13. Diversity policy in terms of the management, supervisory, or administrative
bodies of the Company.
The strategic objective of our diversity policy is to recruit and retain such workforce as to ensure
delivery of the GTC Group’s business objectives. The priority of diversity policy is to build a sense of
trust between the management and other employees, and to treat everyone fairly regardless of their
position.
The Company’s diversity policy is centered on respecting the employees as an element of diversity-
oriented culture regardless of gender, age, education and cultural heritage. It includes integrating
employees in their workplace and ensuring that all employees are treated equally at work. The Company
supports various social initiatives, which promote equal opportunities. Additionally, the Company joins
charitable activities initiated by the employees. The principles of equal treatment at the workplace have
been reflected in the company’s bylaws, which are available to all employees. The Company values its
enriched diversity policy in pursuing its goals.
GTC believes that people from different backgrounds can bring fresh ideas, thinking and approaches
which make the way work is undertaken more effective and efficient.
GTC does not tolerate direct or indirect discrimination against any person on grounds of age, disability,
gender, gender reassignment, marriage, civil partnership, pregnancy, maternity, race, religion or belief,
or sexual orientation whether in the field of recruitment, terms and conditions of employment,
remuneration, career progression, training, transfer or dismissal.
We provide equal opportunity to all who apply for vacancies through open competition and select
candidates only on the basis of their ability, qualifications and suitability for the work, by using a clear
and open process.
1
MANAGEMENT BOARD'S REPRESENTATIONS
Pursuant to the requirements of the Regulation of the Council of Ministers of 29 March 2018 on ongoing
and periodical information reported by issuers of securities and conditions of recognizing as equivalent
information required by the law of a country not being a member state the Management Board of Globe
Trade Centre S.A. represented by:
Gyula Nagy, President of the Management Board
Zsolt Farkas, Member of the Management Board
hereby represents that:
- to the best of its knowledge the consolidated financial statements for year ended 31 December 2023
and the comparable data were prepared in accordance with the prevailing accounting principles, and
they truly, reliably, and clearly reflect the asset and financial standing of the Group and its financial
result in all material respects, and the annual Management Board’s activity report contains a true image
of the Group’s development and achievements and its standing, including the description of basic risks
and threats;
- the entity authorized to audit the financial statements, which has audited the consolidated financial
statements, was selected in accordance with the regulations of law. That entity as well as the auditor
who has carried out the audit fulfilled the conditions for expressing an unbiased and independent
opinion about the audit pursuant to relevant provisions of the national law and industry norms.
Warsaw, 23 April 2024
Gyula Nagy, Zsolt Farkas,
President of the Management Board Member of the Board
1
INFORMATION OF THE GLOBE TRADE CENTRE S.A. PREPARED ON THE BASIS OF THE
SUPERVISORY BOARD’S STATEMENT ON APPOINTMENT OF THE AUDIT COMPANY FOR THE
AUDIT OF THE YEARLY FINANCIAL STATEMENTS
(pursuant with § 70 section 1 item 7 and § 71 section 1 item 7 of the Regulation of the Ministry of
Finance dated 29
th
March 2018 in respect of the current and periodical information given 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)
The Management Board of the Globe Trade Centre S.A. („Company”), on the basis of statement of the
Supervisory Board of the Company on appointment of the audit company for audit of the yearly financial
statements dated 9 February 2022 hereby informs that the selection of an auditor to audit yearly
consolidated and standalone financial statements for the year 2023 was performed due to the binding
laws and within the relevant internal regulations of Globe Trade Centre S.A. related to the selection
policy of the audit company.
The Management Board informs that:
─ audit company and members of the audit team performing audit of yearly consolidated and standalone
financial statements for the financial year ended 31 December 2023 have met the criteria to prepare
impartial and independent report on the yearly financial statements assessment due to the binding laws,
standards of profession and professional ethics;
─ the Company conforms with the rules of binding law regarding rotation of the audit company and key
chartered auditor and obligatory grace periods;
─ the Company has the policy for selecting an audit company for the purpose of conducting an audit
and the policy for conducting authorised non-audit services for the benefit of the security issues by the
audit company, entity connected with this audit company or member of its affiliate conducting non-audit
services including services conditionally dismissed from the prohibition of performing services by the
audit company.
Warsaw, 23 April 2024
Gyula Nagy, Zsolt Farkas,,
President of the Management Board Member of the Board
1
STATEMENT OF THE SUPERVISORY BOARD OF GLOBE TRADE CENTRE S.A. IN THE MATTER
OF APPOINTMENT, COMPOSITION AND FUNCTIONING
OF AUDIT COMMITTEE
(pursuant with the § 70 section 1 item 8 and § 71 section 1 item 8 of the Regulation of the Ministry of
Finance dated 29
th
March 2018 in respect of the current and periodical information given 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)
The Supervisory Board states that within Globe Trade Centre S.A.:
a) the rules on appointment, composition and functioning of audit committee are fulfilled, including
meeting criteria of independence by its members and standards of having sufficient knowledge
and skills in area of industry of operations of the issuer and accounting standards and the rules
for audit of financial statements,
b) audit committee has acted in accordance with the binding provisions of law reserved for audit
committee.
Warsaw, 23 April 2024
János Péter Bartha
Chairman of the Supervisory Board
1
STATEMENT OF THE SUPERVISORY BOARD
OF GLOBE TRADE CENTRE S.A. IN THE MATTER OF ASSESSMENT OF THE REPORT ON
ACTIVITIES OF THE ISSUER AND FINANCIAL STATEMENTS AND ITS COMPLIANCE WITH THE
BOOKS, DOCUMENTS AND STATE OF FACTS
(pursuant with the § 70 section 1 item 14 and § 71 section 1 item 12 of the Regulation of the Ministry
of Finance dated 29
th
March 2018 in respect of the current and periodical information given 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)
The Supervisory Board, as the supervising body of Globe Trade Centre S.A. (“Company” or “GTC”) has
made assessment of the report on activities of the issuer and financial statements of the issuer in the
aspect of its compliance with the books, documents and state of facts. In particular the Supervisory
Board has verified:
- report on issuer’s activity for year 2023,
- standalone financial statements of the issues for year 2023,
- consolidated financial statements of the capital group of the issuer for the year 2023.
The Supervisory Board in the effect of the performed assessment has stated that report on the
Company’s activities and report on activities of the Company’s capital group for the year 2023 remains
compliant in all material aspects with article 49 and 55 section 2a of Accounting Act and in the Regulation
of the Ministry of Finance dated 29
th
March 2018 in respect of the current and periodical information
given 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 and
the information contained therein remains in compliance with the audited by certified auditor standalone
and consolidated financial statements of the Company and the Company’s capital group for the year
2023.
The Supervisory Board assesses that the presented by the Management Board of the Company
standalone and consolidated financial statements of the Company and the Company’s capital group for
the year 2023 and report on activities of the Company and the Company’s capital group for the year
2023 illustrates genuinely and clearly all the information inevitable and significant for the assessment of
the financial standing of the Company and the Company’s capital group prepared as at 31 December
2023, as well as it remains in compliance with the books, documents and state of facts.
The Supervisory Board has made a positive assessment of the standalone financial statements for the
financial year 2023 and the report on activities of the Company and the Company’s capital group for the
year 2023 based on:
- content of the above statements, submitted by the Company’s Management Board;
- report of the independent certified auditor i.e. PricewaterhouseCoopers Polska spółka z ograniczoną
odpowiedzialnością Audyt sp.k., with its registered office in Warsaw made upon audit of the standalone
financial statements of the Company and consolidated financial statements of the Company’s capital
group prepared as at 31st December 2021 as well as an additional report prepared for Audit Committee
on the basis of article 11 Regulation (EU) No 537/2014 of the European Parliament and of the Council
of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, derogating
the EU Commission Decision no. 2005/909 and according to the rules of Act of 11 May 2017 on Statutory
Auditors, Audit Firms and Public Supervision;
- meetings with the audit firm representatives, including the key certified auditor;
2
- information from Audit Committee regarding the process, effects and meaning of an audit for the clarity
of financial reporting in the Company and also the role of the Committee in the process of audit of
financial statements;
- results of other verifying activities in selected operational and financial areas.
Warsaw, 23 April 2024
János Péter Bartha
Chairman of the Supervisory Board
