1
CONSOLIDATED
ANNUAL
REPORT
OF GLOBE TRADE CENTRE S.A.
CAPITAL
GROUP
FOR
THE FINANCIAL YEAR
ENDED 31 DECEMBER
2024
Place and date of publication:
Warsaw, 29 April 2025
2
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 2024 including
Statement on the application of the principles of corporate governance for
the financial year ended 31 December 2024
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 2024
08. Independent auditor’s report on the audit of the annual consolidated financial
statements
1
Dear Stakeholders,
The year 2024 demonstrated further signs of market stabilization, enabling GTC to take a historic,
strategic step forward. This step was the expansion into Western European markets. Entering the
German residential market is an achievement that elevates our operations to an entirely new level
– geographically and across sectors – placing us among a select group of highly diversified real
estate companies present in both emerging and developed markets with higher ratings. This marks
a significant milestone in GTC’s growth, reaffirming our potential among the leading European
investors and developers.
Throughout 2024, we also actively worked to strengthen our existing commercial portfolio, which
resulted in consistently high occupancy levels and solid revenue growth. Thanks to our ongoing
efforts to build strong relationships with tenants, GTC’s properties remain highly attractive
destinations for work, shopping, entertainment, and now also living.
We have also focused on our balance sheet and maintaining credit ratios at a comfortable level.
Moreover the Group executed several disposals to strengthen its cash position to remain well-
positioned for the opportunities that 2025 will bring.
PORTFOLIO DEVELOPMENT AND MANAGEMENT
At the end of 2024, we finalized the acquisition of a portfolio comprising 5,169 residential rental
units, located in Kaiserslautern, Helmstedt, Heidenheim, and their surrounding areas. The total area
of these properties, reaching 325,450 sqm and leased at a comfortable occupancy rate of 83%,
means that today 19% of GTC’s income-producing portfolio value and 30% of our total leasable
area are located in Germany. The transaction also represents an expansion of our overall operations
by nearly one quarter, based on the gross asset value of income-generating properties.
It is worth mentioning that this was not our only transaction on the German market in 2024, as we
also acquired the Elibre development project in the senior living for rent segment in Berlin. The
investment, with a total area of 4,000 sqm, will offer 50 apartments. The project is designed
according to standards of DGNB Gold certification.
We have been also actively working on bolstering our balance sheet and cash reserves through the
disposal of non-core assets or those which, in our view, have reached their peak value.
Consequently, in 2024, we signed agreements for the sale of two high-quality office buildings in
Zagreb and Belgrade, with both transactions successfully finalized in Q4 2024 and Q1 2025,
respectively. The disposal of the Matrix C and the GTC X office buildings totaled EUR 79 million,
resulting in net proceeds of EUR 36 million. In Q1 2025, we also completed the sale of a prime land
plot in Warsaw’s prestigious Wilanów residential district for EUR 55 million, further strengthening
our cash reserves.
Additionally, we completed the disposal of the Lanchid revitalization project in Budapest, achieving
a sale price of EUR 13 million and generating a profit of EUR 3 million over the acquisition price.
When it comes to development and redevelopment, we focused our activities on Budapest and
Zagreb, where we have new projects underway in carefully selected locations, drawing on our local
experience. In the Croatian capital, the Matrix D office building is under construction, offering 10,600
sqm of sustainable space in the city’s business center.
Our leasing activity in the office sector across CEE reached 106,500 sqm in 2024, enabling us to
maintain a stable office occupancy rate of 82%, with an average weighted lease term of 3.8 years.
Leasing performance in the retail sector also reached good levels, with 52,800 sqm leased during
the year, driving occupancy to 96%. The average weighted lease term in the retail portfolio remained
healthy at 3.7 years Throughout 2024, our retail properties recorded almost 11% year-on-year
increase in turnover. They were visited by nearly 30 million customers, which translated into a 3%
increase in footfall.
2
FINANCIAL RESULTS
In 2024, the Management Board continued to build on the firm foundations of GTC’s resilient
business model, robust property solutions, strong customer focus, and exceptional team. This
ongoing review and analysis led to the refinement of our strategic direction, with a focus on stable
growth, financial discipline, and environmental responsibility, all aimed at creating long-term value
for our stakeholders. The Group will continue to concentrate on its core sectors within its key
markets, while also preparing to enter the broadly understood living sector.
At the end of 2024, a total of 86% of our commercial space was occupied, with an average lease
term of 3.8 years. Revenues, supported by the completion of GTC X, two office buildings at Rose
Hill Business Campus in Budapest, and Matrix C in Zagreb, along with rental rate indexation and
active asset management, increased by 2% to EUR 188 million. Our gross margin (profit) from
operations followed the revenues growth and increased by EUR 2.3 million to EUR 130.5 million.
FFO remained unchanged at EUR 71 million.
By year-end 2024, net loss from the revaluation of the assets amounted to EUR 2.2 million,
compared to a net loss of EUR 56.3 million in 2023. Net loss from the revaluation was mainly due
to a decrease in the value of completed office portfolio in Poland as a result of a decrease in
occupancy rate compared to 2023 and capitalized expenses, mainly on completed properties,
partially offset by an increase in the value of landbank in the amount of EUR 13.2 million and
increase in the value of selected assets in Poland and Hungary.
As a result, our net profit increased year-on-year by EUR 40.6 million, reaching EUR 53.0 million in
2024.
The Group’s EPRA Net Asset Value (NAV) now stands at EUR 1,284 million, compared to EUR
1,232 million at the end of 2023, and the value of our investment portfolio increased to EUR 3.0
billion.
Throughout 2024 and continuing into the present, we have actively managed our balance sheet,
which reflects an increase in assets base following our strategic expansion into the German market.
Though our net debt increased as a result of the acquisition, our LTV remains within a comfortable
range. Additionally, in Q1 2025, we successfully fulfilled the conditions precedent for the updated
EUR 100 million refinancing agreement for Galeria Jurajska, resulting in the extension of the loan
maturity until 2030.
Our ability to secure debt financing remains strong, and GTC continues to enjoy the trust of leading
banks.
DRIVEN BY ESG AT EVERY LEVEL
While we take pride in our strong track record and consistent commitment to ESG principles, we
remain deeply aware of our responsibility to the environment and the communities we serve. Today,
93% of our entire portfolio is BREEAM, LEED, or DGNB certified, and we are actively working
towards certifying all new and existing buildings wherever possible. These certifications stand as a
testament to our focus on cost efficiency, energy savings, carbon emission reduction, and the
creation of more sustainable spaces. Our newest accomplishments in 2024 included new
certifications for the completed Matrix C building in Zagreb, which received a DGNB Platinum
certificate and a LEED Gold certificate for Sofia Tower 2.
We are continuously enhancing our properties to improve tenant and client comfort and accessibility,
introducing a range of new features and amenities to better meet the diverse needs of our users
and to strengthen local communities.
GTC actively supports ESG initiatives by promoting well-being, environmental responsibility, and
healthy lifestyles through events, partnerships with international humanitarian organizations, and
support for local businesses.
3
THANK YOU FOR BEING A PART OF OUR STORY
We would like to thank all our stakeholders and business partners including financing institutions
and tenants – for their trust and belief in the growth potential of the GTC Group. We are also grateful
to our employees for their dedication, positive energy, and continuously evolving skills – it is thanks
to you that GTC succeeds across various sectors of the market.
We remain aware of the challenges posed by the global macroeconomic environment. Therefore,
we intend to maintain our current, cautious approach to financial leverage, which will help strengthen
the company’s resilience to external factors and protect its balance sheet.
As we closely monitor developments throughout 2025, we aim to respond proactively to emerging
challenges and seize every opportunity to drive further success for the GTC Group – benefiting all
our stakeholders.
Sincerely,
Members of the management board
Globe Trade Centre S.A.
Gyula Nagy
Chief Executive Officer
Zsolt Farkas
Chief Strategy Officer
Balázs Gosztonyi
Chief Finance Officer
1
MANAGEMENT BOARD’S REPORT
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP
IN THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
2
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
TABLE OF CONTENT
1. Presentation of the Group ................................................................................................................... 5
1.1 General information about the Group ............................................................................................ 5
1.2 Main events of 2024 ...................................................................................................................... 6
1.3 Structure of the Group ................................................................................................................. 12
1.4 Changes to the principal rules of the management of the Company and the Group .................. 13
1.5 The Group’s Strategy .................................................................................................................. 14
1.6 Information on the Company’s policy on sponsorship, charity, and other similar activities. ....... 16
1.7 Business overview ....................................................................................................................... 17
1.7.1 Overview of the investment portfolio .................................................................................... 17
1.7.1.1 Overview of income generating portfolio including real estate assets held for sale ......... 18
1.7.1.1.1 Overview of the office portfolio ....................................................................................... 19
1.7.1.1.1.1 Office portfolio in Budapest ......................................................................................... 19
1.7.1.1.1.2 Office portfolio in Poland ............................................................................................. 20
1.7.1.1.1.3 Office portfolio in Sofia ................................................................................................ 21
1.7.1.1.1.4 Office portfolio in Bucharest ........................................................................................ 21
1.7.1.1.1.5 Office portfolio in Belgrade .......................................................................................... 21
1.7.1.1.1.6 Office portfolio in Zagreb ............................................................................................. 22
1.7.1.1.2 Overview of the retail portfolio ........................................................................................ 22
1.7.1.1.2.1 Retail portfolio in Poland ............................................................................................. 23
1.7.1.1.2.2 Retail portfolio in Belgrade .......................................................................................... 23
1.7.1.1.2.3 Retail portfolio in Zagreb ............................................................................................. 24
1.7.1.1.2.4 Retail portfolio in Sofia ................................................................................................ 24
1.7.1.1.2.5 Retail portfolio in Budapest ......................................................................................... 24
1.7.1.2 Overview of properties under construction ........................................................................ 25
1.7.1.3 Overview of investment property landbank ....................................................................... 25
1.7.1.4 Rights of use – investment property .................................................................................. 26
1.7.2 Residential landbank ............................................................................................................ 26
1.7.3 Non-current financial assets (related to investment property) .............................................. 26
1.8 Overview of the markets on which the Group operates .......................................................... 28
1.8.1 Office market ........................................................................................................................ 29
1.8.2 Retail market ........................................................................................................................ 32
1.8.3 Investment market ................................................................................................................ 35
2. Selected financial data ...................................................................................................................... 38
3. Operating and financial review .......................................................................................................... 39
3.1 General factors affecting operating and financial results ............................................................ 39
3.2 Specific factors affecting financial and operating results ............................................................ 40
3.3 Presentation of differences between achieved financial results and published forecasts .......... 40
3.4 Statement of financial position .................................................................................................... 41
3.5 Consolidated income statement .................................................................................................. 42
3
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
3.6 Consolidated cash flow statement ............................................................................................... 44
3.7 Future liquidity and capital resources .......................................................................................... 45
4. Information on loans granted with a particular emphasis on related entities .................................... 46
5. Information on granted and received guarantees with a particular emphasis on guarantees granted
to related entities ................................................................................................................................... 46
6. Off balance sheet assets and liabilities ............................................................................................. 47
7. Major investments, local and foreign (securities, financial instruments, intangible assets, real estate),
including capital investments outside the Group and its financing method ........................................... 48
8. Remuneration policy and human resources management ................................................................ 48
8.1 Remuneration policy .................................................................................................................... 48
8.2 Incentive system .......................................................................................................................... 49
8.2.1 Phantom Shares program control system ................................................................................ 50
8.3 Agreements concluded between GTC and management board members ................................. 50
8.4 Evaluation of the remuneration policy for the realization of its objectives ................................... 50
8.5 Remuneration of the members of the management board and supervisory board ..................... 50
8.6 Number of employees ................................................................................................................. 51
8.7 Training policy ............................................................................................................................. 51
8.8 Information on any liabilities arising from pension and similar benefits for former members of the
management board and the supervisory board ................................................................................. 51
9. Shares in GTC held by members of the management board and the supervisory board ................. 52
10. Transactions with related parties concluded on terms other than market terms ............................. 52
11. Information on signed and terminated loan agreements within a given year .................................. 53
12. 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 ........... 53
13. 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............................................................................... 53
14. Material contracts signed during the year, including insurance contracts and co-operation
contracts ............................................................................................................................................... 53
15. Agreements with an entity certified to execute an audit of the financial statements ....................... 54
16. Key risk factors
............................................................................................................................................. 54
17. Terms and abbreviations ................................................................................................................. 69
18. Statement on the application of the principles of corporate governance for the financial year ended
31 December 2024 ................................................................................................................................ 70
4
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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 2024.
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 millions and is prepared by Jones Lang LaSalle IP, Inc , iO Partners
(„JLL”) (for CEE and SEE commercial properties) and Wüest Partner (for German residential properties).
It is based on material that JLL and Wüest Partner 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.
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 2. Operating and financial review and under Item 16. Key risk factors, and
elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable
to us or the 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.
5
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1. Presentation of the Group
1.1 General information about the Group
GTC Group is an experienced, established, and fully integrated real estate group of companies
operating its commercial real estate 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. Additionally, in 2024, GTC Group entered a German residential for rent sector In
Germany where currently its owns a residential portfolio of nearly 5,200 residential units. 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 2024, the book value of the Group’s total property portfolio including non-current
financial assets was €3,018.9.
As of 31 December 2024, the book value of the Group’s property portfolio was €2,864.0. The breakdown
of the Group's property portfolio was as follows:
● 45 completed commercial buildings, including 39 office buildings and 6 retail properties with
a total combined commercial space of approximately 745 thousand sqm of GLA, an occupancy
rate at 86% and a book value of €1,987.9 (including 1 office held for sale in the amount of €52.2)
which accounts for 69% of the Group's total property portfolio;
● 5,169 flats with a total combined residential space of approximately 325 thousand sqm, an
occupancy rate at 83% and a book value of €452.1, which accounts for 16% of the Group's total
property portfolio;
● five projects under construction with a total GLA of approximately 66 thousand sqm and a book
value of €141.6, which accounts for 5% of the Group's total property portfolio;
● investment landbank intended for future development (including 2 land plots in Poland held for
sale in the value of €61.8) with the book value of €173.2 which accounts for 6% of the Group's
total property portfolio;
● residential landbank with book value of €34.8, 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 € 74.4
(including €1.0 from residential landbank and €39.6 from assets held for sale) which accounts
for 3% of the Group's total property portfolio.
45
5,169
5
completed
commercial buildings with
745,000 sqm of
GLA
completed
flats
with 325,000
sqm residential space
projects
under
construction
Additionally, GTC holds non-current financial assets in the amount of €154.7 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
sqm (the project extends over 72 ha of which 34 ha are undeveloped). Fair value of these notes
6
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
as of 31 December 2024 amounted to €120.4, which accounts for 4% 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 sqm of
GLA. The fair value of these units amounted to €16.5, which accounts for 1% of the Group's
total property portfolio including non-current financial assets;
● 15% shares in the Hungarian public company - NAP Nyrt a producer of solar panel energy with
a total capacity of 57.6 MW (AC). The fair value of these shares amounted to €4.4, which
accounts for less than 1% of the Group's total property portfolio including non-current financial
assets.
● other non-current financial assets amounted to €13.4, including Grid Parity Bond, MBH bank
Bonds (ISIN HU0000362207) and ACP Fund.
1.2 Main events of 2024
TRANSACTIONS
On 21 June 2024, GTC Elibre GmbH, acquired an investment property under construction (senior
housing for rent) in Berlin area from a party related
to the management board member, not associated with
the majority shareholder, for the total consideration of €32.0 (including taxes and transaction costs). The
first instalment of €12.0 was paid as a part of forward funding transaction and legal title was transferred
as of 25 June 2024. Remaining part should be settled in cash received from future external financing
that is yet to be obtained. Elibre project will provide 50 residential units with the total living space of
4,014 sqm. Transaction is accounted for as an asset deal.
In the year ended 31 December 2024, GTC Origine Investments Pltd., a wholly-owned subsidiary of the
Company, acquired shares in the Hungarian public company - NAP Nyrt for the total consideration of
€4.9 (further details are presented in note 18 to the consolidated financial statements for year ended 31
December 2024).
On 4 July 2024, the disposal of GTC LCHD Projekt Kft, a wholly-owned subsidiary of GTC Origine
Investments Pltd. was completed in accordance with the sale-and-purchase agreement.
In August 2024, GTC KLZ 7-10 Kft. signed a general agreement for the development of a residential for
sale project in the city centre of Budapest. Contracted cost of development is €16.4. Planned completion
is November 2027. Project will provide 120 residential units with the total living space of 5,500 sqm. The
Hungarian State heavily subsidizes residential projects in the national housing programme and this
residential project is fully in line with the subsidised program.
On 18 September 2024, the Management Board of the Company adopted resolution regarding the
disposal of GTC Seven Gardens d.o.o., a wholly-owned subsidiary of the Company. GTC Seven
Gardens d.o.o. portfolio consists of the office building in Zagreb - Matrix C. On 20 December 2024, the
share purchase agreement was signed. The sale price was €13.0 (equal to the net proceeds from the
transaction). GTC Seven Gardens d.o.o was sold together with its bank loan obligation (€14.0). On 31
December 2024 sale was finalized and in January 2025 first instalment of €10.0 was received by
Company.
On 23 October 2024, GTC Group signed a sale and purchase agreement concerning the sale of Glamp
d.o.o., an owner of A-class office building in Belgrade – GTC X for €52.2. Net proceeds from sale of
subsidiary shall be €22.7. Difference between the sale price and net proceeds is mainly due to the fact
that part of the price will be used for bank loan repayment before the sale. In January 2025 the sale was
finalized. (further details about the transaction are presented in note 37 to the consolidated financial
statements for year ended 31 December 2024).
7
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
On 6 December 2024, the Group signed shares purchase agreement concerning the sale of GOC EAD,
a wholly owned subsidiary of the Company and the owner of a landbank with a total area of 2,417 sqm
located in Sofia, Bulgaria. The sale price under the Agreement is €3.25. Transaction was finalized in
2024.
In 2024, GTC Group acquired WOB Projekt Alheim GmbH and WOB Projekt Bad Berleburg GmbH
holding a land plots intended for the senior housing the for total purchase price of €3.4.
On 15 November 2024, the Group entered into a series of share purchase agreements with, inter alia,
Peach Property Group AG and LFH Portfolio Acquico S.À R.L., as the sellers, leading to the acquisition
of the portfolio of residential assets in Germany (the “Portfolio”) held by Peach Property Group AG (the
“Transaction”).
Consequently, the Company has indirectly acquired, through its subsidiary, GTC Paula SARL:
(i) from the Peach Group Companies 89.9% of the limited liability partnerships: Kaiserslautern I GmbH
& Co. KG (or its legal successor) and Kaiserslautern II GmbH & Co. KG (or its legal successor) (the
“Portfolio Partnerships”), and (ii) from LFH Portfolio Acquico S.À R.L., 79.8%
1
of the limited liability
companies: Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL
Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio
Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the “Portfolio Companies”) at an adjusted
property value of approximately €448 based on 100% ownership of the Portfolio.
In addition, the Company has indirectly acquired 51% of the shares in the property managing company
managing the Portfolio, GTC Peach Verwaltungs GmbH (the “PM Company”), from the Peach Group
Companies.
Upon completion, 89.9% of the shares in the Portfolio Partnerships and 79.8% of the shares in the
Portfolio Companies were acquired for a total consideration comprising €167.0 in cash and the
Participating Notes with a total nominal value of approximately €42 (as described in letter B (Description
of the Participating Notes)), subject to adjustments, as well as a 51% stake in the PM Company.
The Peach Group Companies retained a 10.09% stake in the Portfolio Partnerships and a 10.1% stake
in the Portfolio Companies as well as a 49% stake in the PM Company, while co-investors, LFH Portfolio
Acquico S.À R.L. and ZNL Investment S.À R.L., retained the remaining 10.1% stake in Portfolio
Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH and a 5% stake
in Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V
GmbH and Portfolio Kaiserslautern VI GmbH, while acquiring a 0.01% stake in the Portfolio
Partnerships. A further minority shareholder, Mr. Marco Garzetti, retained a 5.1% stake in Portfolio
Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH and
Portfolio Kaiserslautern VI GmbH.
Additionally, GTC Paula SARL. was granted an option against LFH Portfolio Acquico S.À R.L. and ZNL
Investment S.À R.L. to purchase all of the shares of LFH Portfolio Acquico S.À R.L. and ZNL Investment
S.À R.L. in the Portfolio Companies at a price determined in accordance with the formula used to
calculate the total consideration amount (the “Call Option”), provided that no reinvestments will be made.
Consequently, upon exercising the Call Option, the Company will indirectly hold 89.9% of the Portfolio
Partnerships, up to 89.9% of Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and
Portfolio Helmstedt GmbH and up to 85% of Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg
IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH.
1
This percentage share does not reflect total participation as of 31 December 2024 due to aspects described in following
paragraphs.
8
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
As of 31 December 2024 the Management made the judgement regarding the Call Option for the non-
controlling shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. Based on
management analysis it was assessed that as of the date of the financial statements the risk and rewards
relating to the non-controlling interest covered by the call option have already been transferred to GTC.
The main reason behind such conclusion was present intention of management to exercise the option
at agreed timeline i.e. before 31 March 2025 (which has happened as described in section B of this
information) and the fact that not exercising the call option would trigger additional liabilities for the
Group, including mandatory fixed dividends. Moreover, the exercise of the option is a covenant in the
debt financing explained in point C below and impacts the Participating Notes as explained in point B
below. Therefore, based on Management assessment, GTC has present obligation to realise the call
option and present access to returns associated to their ownership interest, and as a result non-
controlling shares of LFH Partner and ZNL were not recorded as NCI, but present value of the call option
price was recorded as financial liability in the consolidated financial statements in line Other financial
liabilities.
Through realisation of the Call Option, the Group becomes a party to the Put and Call Options regarding
the non-controlling shares held in the Portfolio Partnerships and the Portfolio Companies. Through the
Put and Call Options the Group will have the option to call the remaining NCI related to Peach Group
after 5/10 years, and Peach Group will have the option to put the interests after 10 years to GTC Group.
The exercise price in the Put and Call Options is the higher of Floor of EUR 9 (which is minimum option
price) and Fair Market Value of shares the Portfolio Partnerships and the Portfolio Companies at the
date of the exercise of the option. As required by IAS 32 para 23 the Group recognized a liability for the
put option at the present value of redemption amount. As the price of the Put and Call Options is based
on the market value, the Management considers that these Options do not give the Group present
access to returns associated with their ownership interest, therefore non-controlling interest relating to
Peach shares keeps being recognized in the consolidated financial statements.
A. Funding structure
The Transaction was funded through:
1. assumption of existing senior bank loans of approximately €185.4 currently provided to certain project
companies by multiple banks including: DZ Hyp AG, Landesbank Baden-Württemberg, Sparkasse
Kaiserslautern, and Volksbank BRAWO eG;
2. issuance of 418 bearer participating series A notes, with a nominal value of €100,051.17 (not in
million) each and a total nominal value of €42 (the “Participation Notes”), further described in letter B
(Description of the Participating Notes) below.
3. external financing obtained by GTC Group, further described in letter C (Debt financing) below.
B. Description of the Participating Notes
As the part of the Transaction, the Company has issued the Participating Notes, which were transferred
to LFH Portfolio Acquico S.À R.L., as an in-kind settlement of the portion of the purchase price under
the share purchase agreement concluded with LFH Portfolio Acquico S.À R.L. The Participating Notes
were issued as participating notes within the meaning of Article 18 of the Act of 15 January 2015 on
Bonds (the “Bonds Act”) – ustawa o obligacjach. The Participating Notes are unsecured, subordinated
to all other liabilities owed to GTC's creditors, and have a final effective maturity extending beyond all of
GTC's debt (i.e. 2044).
Each year, if the General Meeting adopts a resolution on distribution of profit and payment of dividend
(the “Resolution”), the Participating Notes will entitle the noteholders to participate in the Company’s
profit. If the Resolution declares that no dividend is due, no payment will accrue or be payable for the
Participating Notes. If the Resolution declares that a dividend is to be paid, the amount payable for the
Participating Notes will correspond to the dividend amount attributable to a number of shares calculated
9
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
as follows: (i) the aggregate nominal value of the Participating Notes divided by (ii) the average GTC
share price on the regulated market as of 17 December 2024. Consequently, each of 418 Notes will
entitle its holder to a payment corresponding to the dividend payable for 107,628 shares in the
Company’s share capital (in total, corresponding to the dividend due out of 44,988,504 shares in the
Company’s share capital).
The Participating Notes do not constitute convertible notes or notes with priority rights under the Bonds
Act or the provisions of the Act of 15 September 2000 – Commercial Companies Code (the “Commercial
Companies Code”) - kodeks spółek handlowych. However, under the terms and conditions of the
Participating Notes, if GTC Paula SARL exercises and settles the Call Option to purchase non-
controlling shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L before 15 April
2025, the Company will be entitled to exercise its right to early redemption, provided that the General
Meeting adopts a resolution to increase the Company’s share capital (which would require the exclusion
of pre-emptive rights of the Company’s shareholders) and/or any other resolution which may be required
to effectuate the exercise of the Company’s right to early redemption (“Share Capital Increase”). If GTC
Paula SARL fails to exercise and settle the Call Option before 15 April 2025, the right to demand early
redemption will pass to the Noteholder, subject to the relevant Share Capital Increase. In each case,
upon early redemption, the Participating Notes will be redeemed, with the redemption amount set off
against the subscription price of the Company’s shares to be subscribed for by the noteholder under the
Share Capital Increase, and, in particular, no additional redemption amount will be due, nor any cash
payable to the noteholders. The total number of new shares that the Noteholders will be entitled to
subscribe for (or exercise the right from subscription warrants entitling them to subscribe for) will equal
44,988,504.
On 31 March 2025, GTC Paula SARL. exercised an option against LFH Portfolio Acquico S.À R.L. and
ZNL Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL
Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio
Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio
Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio
Helmstedt GmbH (the “Call Option”). Settlement of the Call Option has not yet occurred and is expected
to occur by 30 April 2025.
Under the amended terms and conditions of the Participating Notes, if Paula SARL settles the Call
Option before 30 April 2025, the Company will be entitled to exercise its right to early redemption of the
Participating Notes, provided that the General Meeting adopts a resolution to increase the Company’s
share capital (requiring the exclusion of pre-emptive rights of the Company’s shareholders) and/or any
other resolution necessary to effectuate the Company’s right to early redemption (the “Share Capital
Increase”). Additionally, from 15 April 2025 onwards, the noteholder is allowed to request early
redemption of the Participating Notes, subject to the relevant Share Capital Increase.
In each case, upon early redemption, the Participating Notes will be redeemed by way of set-off against
the subscription price of the equity instruments to be subscribed for by the noteholder under the Share
Capital Increase, with no additional redemption amount due and no cash payable to the noteholder.
As of date of the financial statements the Call Option was exercised and Management’ intention is to
settle the Call Option in the agreed timeline, ie. by 30 April 2025.
In financial statements for the year ended 31 December 2024 participating notes are presented as equity
instrument in accordance with IAS 32 Financial instruments – presentation. This is primarily due to the
fact that if, in accordance with the resolution on the distribution of the Company's result, a dividend is
not paid, no payment under the Participating Bonds will be accrued or paid. In addition, early redemption
at the Company's discretion is implemented by issuing a fixed number of the Company’s shares for a
fixed number of bonds, as determined on the issue date. In summary, the Company as the issuer retains
10
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
full unilateral freedom to avoid cash settlement by converting the bonds into equity through the issue of
subscription warrants resulting in new shares, which ensures that the instrument is treated as equity.
Although the right to early redemption is conditional on exercising and settling the Call Option, the
Management as at 31 December 2024 believed that the exercise of the Call Option was within their
control and already recognised the liability for that exercise as explained above, which is confirmed by
actual exercise on 31 March 2025 and the payment is expected to happen by 30 April 2025.
C. Debt financing
To provide additional financing for the Transaction, the Company has secured €190 loan (the “Loan”),
to be granted by certain affiliates of The Baupost Group, L.L.C. and Diameter Capital Partners LP (the
“Lenders”) on terms and conditions set forth in the Term Facilities Agreement (the “Facility Agreement”)
executed on 20 December 2024. The Loan is entered by an indirect subsidiary of the Company, GTC
Paula SARL (the “Borrower”), and is guaranteed in particular by the Company, and entities from GTC
Group, on terms and conditions set forth in the Facility Agreement. The Facility Agreement requires
certain entities being members of GTC Group to establish certain security interest as well as the
subordination of liabilities (governed by local laws) pursuant to agreements executed in particular with
Agent and / or the Security Agent (as defined in the Facilities Agreement). One of the covenants in the
Loan contract is the exercise of the Call Option to purchase non-controlling shares held by LFH Portfolio
Acquico S.À R.L. and ZNL Investment S.À R.L.
D. Accounting treatment
Company performed detailed analysis of Transaction accounting treatment. Based on analysis of
requirements included in IFRS 10 Consolidated Financial Statements and IFRS 3 Business
Combinations, Management concluded that control was passed to GTC on 31 December 2024. The
main reason behind such conclusion was the ability to influence returns (i.e. power) which could be
demonstrated before January 2025 when the Transaction was closed from legal perspective. GTC was
involved in operations of acquired portfolio and/or had veto rights in decision-making. Furthermore, at
the payment date which occurred on 30 December 2024 Peach Group as the prior owner lost the
authority to reverse any decisions made with collaboration with GTC. Although the registration of transfer
of shares in the Target Companies was completed on 6 January 2025, the shares were on 31 December
2024 held by agent who confirmed the receipt of the payment and from the payment date the Group had
de facto decision making rights related to relevant activities.
Management performed the optional concentration test and observed that approximately 92% of the
gross assets acquired are related to the Investment Property being acquired, primarily consisting of
similar assets - residential units. As a result, the concentration test was passed, and the transaction is
accounted for as an asset acquisition. Since the concentration test is met, the set of activities and assets
was determined not to be a business, and no further assessment was required.
As a part of a concluded transaction based on IFRS 9 Financial Instruments Management Board
identified other obligations and material financial instruments as below:
- Minimum dividend payment obligation (€4.9) as a contractual obligation to make yearly
payments to the minority shareholders i.e. Peach Partner and Peach KG. Amount of the
obligation was calculated using amortized cost method. As of 31 December 2024 €4.8
presented as Liabilities for put options on non-controlling interests and other long term payables
and €0.1 in Other financial liabilities.
- The Group did not recognize minimum dividend payment obligation towards LFH Portfolio
Acquico S.À R.L. and ZNL Investment S.À R.L – as explained above, based on Management
assessment, GTC had present obligation to realise the call option and present access to returns
associated to their ownership interest which releases the Group from further obligations towards
11
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. The Minimum dividend payment
obligation is a contractual obligation to make yearly payments to the minority shareholders i.e.
LFH and ZNL. The amount of the obligation was calculated using amortized cost method and
as of 31 December 2024 is €5.2 and is a contingent liability due to the reasons explained above.
- As explained above, the Call Option for the minority shares of LFH Partner and ZNL was
recognized as a liability at the present value of the redemption amount to be paid to the non-
controlling shareholders under the call option (€22.6). The Group also recognized a liability for
the put option for the non-controlling shares of Peach at the present value of the redemption
amount to be paid to the non-controlling shareholders (€18.6). Subsequently, the changes in
the carrying amount of the put financial liability will be recognized in profit or loss, in accordance
with IFRS 9. As of 31 December 2024 the liability relating to the put option presented in Liabilities
for put options on non-controlling interests and other long term payables.
- The Group also recognized a financial liability of €9 regarding retained purchase price for
shareholder loans which will be paid together with the fee for the call option to LFH. As of 31
December 2024 presented in Other financial liabilities.
- Put and call option for 49% shares of PM Company with Peach Group with a fixed price of €0.45.
Management assume that it will be exercised at end of 2027 so we recognized €0.42 in long
term payables at amortised cost. Based on agreement with Peach, they are not entitled for any
dividend or share of profit, therefore no NCI is recognized.
The following table shows the values of acquired portfolio used for the purpose of calculation purchase
price:
Assets
Investment properties
447.6
Upstream loans receivables (Loans granted to Peach by acquired entities)
38.0
Other assets
10.2
495.8
Liabilities
Financial liabilities toward external banks
185.5
Loans received from Peach Group
69.7
Other liabilities
11.3
266.5
Net assets (100%)
229.3
Net assets acquired (without NCI part)
205.8
Settlement of loans to and from Peach Group
33.4*
Net assets adjusted by settlements of loans towards Peach Group
239.2
Net consideration paid in cash
(166.9)
Transaction costs related to the acquisition
(9.1)
Transaction costs not paid as of 31 December 2024 4.0
Expenditures from the purchase of completed assets
(172.0)
Total consideration increased by transaction costs
239.2
Consideration paid in cash
166.9
Issued participating notes in fair value
41.8
Liability due to exercise the call option
22.6
Transaction costs
9.1
Other adjustments reducing net consideration to be paid
(1.2)
* The amount of settlement of loans toward Peach Group relates to settlement of intercompany loans receivable
and payable outlined in separate lines above.
There is no significant difference between acquired equity and paid consideration.
12
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
E. Other
Transaction described above was not concluded with any related party.
For the detailed description of the transaction please refer to the current report no. 1/2025 from 2
January 2025.
FINANCING
In February 2024, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, has signed €55.0 loan
agreement with DSK Bank AD and OTP Bank PLC with a maturity in March 2029. The full amount was
drawn down.
In December 2023, GTC Group transferred €29.5 to an escrow account held with an external legal
company with the purpose of acquiring green bonds issued by GTC Aurora ( “Aurora bonds”). Running
the acquisition transactions was handed over to a financial expert (“Broker”). In the year ended 31
December 2024, the Broker bought back 6,000 Aurora bonds and transferred to GTC Group with
nominal value of €6.0 at cost of €5.4. GTC Group recognized income from buy-back of Aurora bonds in
the amount of €0.6. The Broker acquired also MBH Bank bonds with ISIN HU0000362207 in the value
of €3.9 and Grid Parity Bond in the value of €6.9 that were transferred to GTC Group. In addition, GTC
Group decided to lower the amount on the escrow held for buy-back, and €14.2 (€12.2 in first quarter of
2024 and €2 in third quarter of 2024) in cash was returned to GTC including the interest income
accumulated. Agreement expired in December and was not extended for further period.
On 25 June 2024, Globis Poznań Sp. z o.o., a wholly-owned subsidiary of the Company, signed an
annex with Santander Bank Polska S.A., which extended repayment date from 30 June to 31 August
2024. The loan was repaid on the maturity date.
On 14 August 2024, GTC Aeropark sp. z o.o. and Artico sp. z o.o., wholly-owned subsidiaries of the
Company, have signed €31.6 loan agreement with Santander Bank Polska S.A. with a 5-year maturity
after utilisation date. The full amount was drawn down.
OTHER
On 26 June 2024, the Company’s shareholders adopted a resolution regarding the distribution of a
dividend in the amount of €29.3 (PLN 126.3). The dividend paid by the Company amounted to PLN 0.22
per share (not in million). The dividend was paid in September 2024.
EVENTS THAT TOOK PLACE AFTER 31 DECEMBER 2024:
On 17 January 2025, the Group finalized sale of land plot in Warsaw (Wilanów district). The selling price
under the agreement is €55. which was equal to value presented in assets held for sale as of 31
December 2024. Transaction was not concluded with any related party.
On 31 January 2025, the Group finalized the sale of the entire share capital of Serbian subsidiary Glamp
d.o.o. Beograd (project GTC X) for €22.7(net of cash and deposits in sold entity) which was close to the
amount presented in assets held for sale as of 31 December 2024. Transaction was not concluded with
any related party.
On 31 January 2025, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company signed
a business quota swap agreement to purchase 100% of shares of Chino Invest Ingatlanhasznosító Kft
and Infopark H Építési Terület Kft for exchange of shares in subsidiaries: GTC VRSMRT Projekt Kft and
GTC Trinity d.o.o. 3rd party bonds owned by GTC Origine Investments Pltd. The total fair value of the
deal was €14.8. The transaction required no cash settlement. The two acquired companies own over
6,800 sqm residential plots in Budapest, that provide opportunity for GTC to participate in the booming
residential developments in Hungary. Transaction was not concluded with any related party.
13
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
On 24 February 2025, GTC Galeria CTWA sp. z o. o., the Company’s wholly owned subsidiary, signed
a prolongation of the existing facility with Erste Group Bank AG and Raiffeisenlandesbank
Niederosterreich-Wien AG. Final repayment date was extended by 5 years from the signing date
1.3 Structure of the Group
The Group’s structure is presented in the Group’s annual consolidated financial statements for the year
ended 31 December 2024 (see note 8 to the consolidated financial statements for 2024).
1.4 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 18 March 2024, Mrs. Barbara Sikora resigned from her seat on the management board of
GTC S.A.;
● on 23 April 2024, Mr. Balázs Gosztonyi was appointed as a member of the management board
of GTC S.A., effective as of 24 April 2024;
● on 30 August 2024, Mr. György Stofa was appointed as a member of management board of
GTC S.A., effective as of 1 September 2024.
● on 3 December Mr. György Stofa resigned from her seat on the management board of GTC
S.A.;
CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD:
● on 13 March 2024, Aletheia Investment AG appointed Mr. Leonz Meyer to the Supervisory
Board of the Company;
● on 15 March 2024, GTC Dutch Holdings B.V. revoked Mr. Balázs Figura and Mr. Mariusz
Grendowicz from the positions of member of the Supervisory Board of GTC S.A;
● on 15 March 2024, GTC Dutch Holdings B.V. appointed Mr. Tamás Sándor and Mr. Csaba
Cservenák as members of the Supervisory Board of the Company;
● on 17 June 2024, the mandate of Dr. Leonz Meyer’s as the Supervisory Board member of the
Company expired following a decrease below 5% in the GTC share capital by Aletheia
Investment AG;
● on 25 September 2024, Mr. Sławomir Niemierka resigned from his seat on the supervisory
board of the Company;
● on 25 September 2024, Otwarty Fundusz Emerytalny PZU “Złota Jesień” appointed Mrs.
Magdalena Frąckowiak to the Supervisory Board of the Company.
14
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 2024 IN THE COMPOSITION OF
THE SUPERVISORY BOARD:
● on 5 January 2025, Mr. Lorant Dudas resigned from his seat on the supervisory board of the
Company, effective as of 5 January 2025;
● on 18 March 2025, Mr. Balint Szécsényi resigned from his seat on the supervisory board of the
Company, effective as of 18 March 2025;
● on 16 April 2025, GTC Dutch Holdings B.V. appointed Mr. Ferenc Minárik and Mr. István
Hegedüs as members of the Supervisory Board of the Company, effective as of 17 April 2025;
● on 22 April 2025, GTC Dutch Holdings B.V. revoked Mr. Tamás Sándor and Mr. Csaba
Cservenák from the positions of member of the Supervisory Board of GTC S.A;
● on 22 April 2025, GTC Dutch Holdings B.V. appointed Mr. Ferenc Daróczi as member of the
Supervisory Board of the Company.
1.5 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 is 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:
• Financing investment needs from senior bank debt and debt capital markets.
• 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
cash intensive acquisitions and developments aimed at boosting Company’s growth 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
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
16
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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. Rysk 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.
1.6 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:
- support of Red Cross with providing a place for blood donations;
- support of Red Cross, UNICEF, Children Village, etc, humanitarian organisations in mall
for collecting donations;
- finance the largest campaign in Częstochowa promoting blood donation
"MOTOSERCE",
- 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,
- free medical examination for women and men;
- organization of family picnics;
- organization of monthly garage sales;
- organization of Christmas workshops;
- opening free parking at night due to bad weather conditions;
- donation of Christmas trees to the charities and children in need in Zagreb.
17
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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;
● Jurajska
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
• Embracing environmental certification. The investments of the Company and the Group are
fully compliant with LEED or BREEAM guidelines. As of 31 December 2024 approximately 93%
of our properties hold a green certificate, which proves the sustainability of the properties that
GTC develops and manages.
In 2024, the Group total expenses to support charities amounted to €369 thousand, including: €65
thousand for social organizations, €10 thousand for general donations, €27 thousand for sport related
actions and €159 thousand for sponsorship of culture and, €108 thousand for sponsoring (education,
charity, health, ecology) and related actions.
1.7 Business overview
As of 31 December 2024, the book value of the Group’s property portfolio amounted to €2,864.0 and
comprised mainly investment properties (including rights of use and assets held for sale) 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 €154.7 (GTC’s share).
1.7.1 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 and
• residential assets, mainly residential units
for rent.
The Group’s investment properties include income
generating assets (completed investment
properties and real estate assets held for sale),
projects under construction, investment property
landbank (including land held for sale) and rights of
use (including right of use for assets held for sale).
Investment property
under construction
5%
Investment
property landbank
(incl. AHFS)
6%
Right of use
(incl. AHFS)
3%
Commercial income generating
portfolio (incl. AHFS)
70%
Residential
income
generating
portfolio
16%
% of Investment property
18
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Office
64%
Retail
36%
Poland
38%
Budapest
32%
Sofia
10%
Bucharest
8%
Belgrade
7%
Zagreb
5%
1.7.1.1 Overview of commercial income generating portfolio including real
estate assets held for sale
As of 31 December 2024, the Group had 45 income generating commercial assets (including 1 office
asset held for sale) with total GLA of 745,100 sq m as compared to 46 income generating commercial
assets 752,500 sq m as of 31 December 2023. The value of income generating commercial assets was
€1,987.9 as of 31 December 2024, as compared to €2,007.4 as of 31 December 2023. The average
occupancy rate within the income generating commercial portfolio was 86% as of 31 December 2024
as compared to 87% as of 31 December 2023. The commercial portfolio was valued based on an
average yield of 7.3% as of 31 December 2024 as compared to an average yield of 7.5% as of 31
December 2023. The average duration of leases in the Group`s income generating commercial portfolio
was 3.8 years as of 31 December 2024, as compared to 3.5 years as of 31 December 2023. The average
rental rate was €19.0/sq m/month as of 31 December 2024 as compared to €19.3/sq m/month as of 31
December 2023.
As of 31 December 2024, approximately 70% of the income
generating commercial portfolio (by value) is located in
Poland and Hungary and 30 % in CEE and SEE capital cities.
The following table presents income generating commercial
portfolio by country in which the Group operates as of
31 December 2024:
Location
Total gross
leasable area
(sq m)
% of GLA
(sq m)
Average
occupancy
(%)
Book value
(€)
% of total
book value
Poland
312,100
42%
82%
760.1
38%
Budapest
209,500
28%
86%
629.1
32%
Sofia 74,700 10% 89% 194.2 10%
Bucharest
62,500
8%
82%
161.4
8%
Belgrade
51,700
7%
99%
142.3
7%
Zagreb
34,600
5%
99%
100.8
5%
Total
745,100
100%
86%
1,987.9
100%
Within its income generating commercial portfolio, the Group
is focused on the office sector. As of 31 December 2024, office
properties accounted for around 64%, and retail properties
accounted for the remaining 36% of the book value of income
generating commercial portfolio, which is virtually unchanged
from 2023
The following table presents income generating commercial portfolio by sector as of 31 December 2024:
Usage type
Total gross
leasable area(sq m)
% of GLA
(sq m)
Average
occupancy(%)
Book value
(€)
% of total
book value
Office
541,200
73%
82%
1,273.9
64%
Retail 203,900 27% 96%
714.0 36%
Total
745,100
100%
86%
1,987.9
100%
19
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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, MBH Bank, Rempetrol, Concentrix, HTECH Group, 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.
1.7.1.1.1 Overview of the office portfolio
As of 31 December 2024, the Group’s office portfolio comprised 39 office buildings (including 1 office
asset held for sale) as compared to 40 buildings as of 31 December 2023. Total gross rentable office
space was 541,200 sq m as compared to 548,200 sq m as of 31 December 2023. The occupancy rate
was 82% as of 31 December 2024 as compared to 84% as of 31 December 2023. The average duration
of leases was 3.8 years at the year-end 2024, as compared to 3.5 years as of 31 December 2023. The
applied average yield was 7.3% as of 31 December 2024, as compared to 7.6% as of 31 December
2023. The average rental rate generated by the office
portfolio was €17.5 sq m/month as of 31 December 2024, as
compared to €18.0 sq m/month as of 31 December 2023.
The total value of the office portfolio as of 31 December
2024 was €1,273.9 compared to €1,298.8 as of 31
December 2023. The decrease in value is mainly
attributable to the sale of Matrix C office building in Zagreb
partially offset by an increase of book value of Hungarian
portfolio.
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 2024:
Location
Total gross
leasable area
(sq m)
% of GLA
(sq m)
Average
occupancy
(%)
Book value
(€)
% of total
book value
Budapest
203,100
37%
86%
606.9
47%
Poland
199,000
37%
74%
325.0
26%
Bucharest
62,500
12%
82%
161.4
13%
Sofia
52,000
10%
85%
113.6
9%
Belgrade
17,700
3%
97%
52.2
4%
Zagreb
6,900
1%
100%
14.8
1%
Total
541,200
100%
82%
1,273.9
100%
1.7.1.1.1.1 Office portfolio in Budapest
The Group’s total gross rentable area in Budapest comprised 203,100 sq m in thirteen office buildings
located in Budapest as of 31 December 2024, unchanged from 31 December 2023. The occupancy rate
was 86% as of 31 December 2024 as compared to 87% as of 31 December 2023. The average duration
of leases was 3.5 years at the year-end as compared to 3.6 years at the year-end 2023. The applied
average yield was 6.6% as of 31 December 2024, as compared to 7.2% as of 31 December 2023. The
average rental rate generated by the office portfolio in Hungary was €19.3 sq m/month as of 31
December 2024 as compared to €20.3 sq m/month as of 31 December 2023. The book value of the
Group’s office portfolio in Hungary amounted to €606.9 as of 31 December 2024, as compared to €595.8
Hungary
47%
Poland
26%
Bucharest
13%
Sofia
9%
Belgrade
4%
Zagreb
1%
20
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
as of 31 December 2023. This increase is attributable mainly to the increase in value of Center Point
following the redevelopment of the property.
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%
40,800
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
Budapest
100%
2,300
-
Pillar
Budapest
100%
29,100
2022
Rose Hill Campus²
Budapest
100%
4,600
2023
Total
203,100
1
Property acquired as landbank for future development, with a small office building located on the plot.
² Two refurbished office buildings with 4,600 sq. m, additional 10,700 sq. m under redevelopment.
1.7.1.1.1.2 Office portfolio in Poland
The total gross rentable area in Poland comprised 199,000 sq m in 16 office buildings located in Warsaw,
Kraków, Łódź, Katowice, Poznań and Wrocław as compared to 195,500 sq m as of 31 December 2023.
The average occupancy rate was at the level of 74% as of 31 December 2024, as compared to 77% as
of 31 December 2023. The average duration of leases was 4.1 years at the year-end as compared to
2.8 years at the year-end 2023. Applied average yield was at the level of 8.3% as of 31 December 2024
as compared to 8.3% as of 31 December 2023
.The average rental rate generated by the office portfolio
in Poland was at the level of €15.2/sq m/month in 2024, as compared to €15.5/sq m/month as of 31
December 2023. The book value of the office portfolio in Poland amounted to €325.0 as of 31 December
2024, as compared to €335.4 as of 31 December 2023. The decrease in value reflects a decrease in
occupancy rate.
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% 11,000
2003
Globis Poznań
Poznań
100%
14,100
2003
Newton
Kraków
100%
10,850
2007
Edison
Kraków
100%
11,400
2007
Nothus
Warsaw
100%
9,600
2007
Zephirus
Warsaw
100%
9,800
2008
Globis Wrocław
Wrocław
100%
16,600
2008
University Business Park A
Łódź
100%
20,450
2010
Francuska Office Centre A&B
Katowice
100%
23,300
2010
Sterlinga Business Center
Łódź
100%
13,800
2010
Corius
Warsaw
100%
9,600
2011
Pixel
Poznań
100%
14,600
2013
Pascal
Kraków
100%
5,900
2014
University Business Park B
Łódź
100%
20,400
2016
Artico
Warsaw
100%
7,600
2017
Total
199,000
21
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1.7.1.1.1.3 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 2024, unchanged from 31 December 2023. The occupancy rate of the Group’s office portfolio
in Sofia was 85% as of 31 December 2024, as compared to 86% as of 31 December 2023. The average
duration of leases was 3.7 years at the year-end, as compared to 4.4 years at the year-end 2023.The
applied average yield was 7.7% as of 31 December 2024, as compared to 7.8% as of 31 December
2023.The average rental rate generated by the office portfolio in Sofia was at the level of €16.7/sq
m/month as of 31 December 2024, as compared to €16.5/sq m/month as of 31 December 2023. Book
value of the Group’s office portfolio in Sofia amounted to €113.6 as of 31 December 2024 compared to
€113.1 as of 31 December 2023.
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
1.7.1.1.1.4 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 2024, unchanged from 31 December 2023. The occupancy rate was 82% as of 31
December 2024, unchanged from 31 December 2023. The average duration of leases was 3.8 years at
the year-end, as compared to 3.7 years at the year-end 2023.The applied average yield was 6.9% as
of 31 December 2024, as compared to 7.3% as of 31 December 2023. The average rental rate
generated by the office portfolio in Bucharest was at the level of €18.5/sq m/month in 2024, as compared
to €19.4/sq m/month as of 31 December 2023. Book value of the Group’s office portfolio in Bucharest
amounted to €161.4 as of 31 December 2024, compared to €161.9 as of 31 December 2023.
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 (North Tower and South Tower) 100% 47,600 2009
Premium Point
100%
6,400
2009
Total
62,500
1.7.1.1.1.5 Office portfolio in Belgrade (asset held for sale)
The Group’s total gross rentable area in Belgrade comprises17,700 sq m in one office building as of 31
December 2024, unchanged from 31 December 2023. The occupancy rate was at the level of 97% as
of 31 December 2024 as compared to 100% as of 31 December 2023. The average duration of leases
was 3.7 years at the year-end, as compared to 4.9 years at the year-end 2023. The applied average
yield was 7.5% as of 31 December 2024, as compared to 7.7% as of 31 December 2023. The average
rental rate generated by the office portfolio in Belgrade was at €18.9/sq m/month as of 31 December
2024 as compared to €18.4/sq m/month as of 31 December 2023. The book value of the Group’s office
22
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
portfolio in Belgrade amounted to €52.2 as of 31 December 2024 compared to €49.5 as of 31 December
2023. The disposal of GTC X was completed in February 2025.
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
1.7.1.1.1.6 Office portfolio in Zagreb
The Group’s total gross rentable area in Zagreb comprises 6,900 sq m in one office building as of 31
December 2024 as compared to 17,500 sq m in two office buildings in 2023. The occupancy rate of the
Group’s office portfolio in Zagreb was 100% as of 31 December 2024, as compared to 95% as of 31
December 2023. The average duration of leases was 2.7 years at the year-end, as compared to 4.2
years at the year-end 2023. The applied average yield was 9.2% as of 31 December 2024 as compared
to 7.6% as of 31 December 2023. The average rental rate generated by the office portfolio in Zagreb
was at the level of €16.5/sq m/month as of 31 December 2024, as compared to €16.3/sq m/month as of
31 December 2023. Book value of the Group’s office portfolio in Zagreb amounted to €14.8 as of 31
December 2024 compared to €43.1 as of 31 December 2023. The decrease in value was attributed to
the sale 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
Total
6,900
1.7.1.1.2 Overview of the retail portfolio
As of 31 December 2024, the Group’s retail properties comprised
six shopping centres with a total gross rentable area of 203,900
sq m, as compared to 204,300 sq m as of 31 December 2023.
The occupancy rate was 96% as of 31 December 2024 and 31
December 2023. The average duration of leases was 3.7 years
at the year end, as compared to 3.5 years as of 31 December
2023. The applied average yield was 7.4% as of 31 December
2024, as compared to 7.4% as of 31 December 2023. The
average rental rate in the retail portfolio was €22.4 sq m/month
as of 31 December 2024, as compared to €22.2 /sq m/month as
of 31 December 2023. The total value of retail investment
properties as of 31 December 2024 was €714.0 compared to €708.6 as of 31 December 2023. The
increase in value was attributed mainly to the increase in Poland and Hungary.
Poland
61%
Belgrade
13%
Zagreb
12%
Sofia
11%
Budapest
3%
23
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 2024:
Location
Total gross
leasable area
(sq m)
% of total
retail portfolio
(%)
Average
occupancy
(%)
Book
value
(€)
% of total
book value
Poland
113,100
55%
94%
435.1
61%
Belgrade
33,900
17%
99%
90.1
13%
Zagreb
27,600
14%
99%
86.0
12%
Sofia
22,800
11%
100%
80.6
11%
Budapest
6,500
3%
100%
22.2
3%
Total
203,900
100%
96%
714.0
100%
1.7.1.1.2.1 Retail portfolio in Poland
The total gross rentable retail space in Poland comprised 113,100 sq m in two retail schemes located
in Warsaw and Częstochowa as of 31 December 2024, as compared to 113,600 sq m as of 31
December 2023. The average occupancy rate was 94% as of 31 December 2024 as compared to 95%
as of 31 December 2023. The average duration of leases was 3.1 years at the year-end, as compared
to 3.0 years at the year-end 2023. The applied average yield was 6.7% as of 31 December 2024, as
compared to 6.6% as of 31 December 2023. The average rental rate generated by the retail portfolio in
Poland was €22.8/sq m/month as of 31 December 2024, as compared to €22.1/sq m/month as of 31
December 2023. The book value of the Group’s retail portfolio in Poland amounted to €435.1 as of 31
December 2024, as compared to €432.6 as of 31 December 2023. The increase in value was attributed
mainly to the increase in rental rates.
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% 64,500 2017
Total 113,100
1.7.1.1.2.2 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 2024, unchanged from 31 December 2023. The average occupancy rate was 99% as of 31
December 2024, unchanged from 31 December 2023. The average duration of leases was 4.6 years at
the year-end, as compared to 3.8 years at the year-end 2023. The applied average yield was 9.0% as
of 31 December 2024, unchanged from 31 December 2023. The average rental rate generated by the
retail portfolio in Belgrade was at €20.1/ sq m/month as of 31 December 2024, as compared to €19.9/
sq m/month as of 31 December 2023. Book value of the Group’s retail portfolio in Belgrade amounted
to €90.1 as of 31 December 2024 as compared to €90.0 as of 31 December 2023.
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
24
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1.7.1.1.2.3 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 2024, unchanged from 31 December 2023. The occupancy rate was 99% as of 31
December 2024, unchanged from 31 December 2023. The average duration of leases was 3.5 years at
the year-end, as compared to 4.3 years at the year-end 2023. The applied average yield was 8.6% as
of 31 December 2024, as compared to 9.1% as of 31 December 2023.The average rental rate generated
by the retail portfolio in Zagreb was €22.6/sq m/month as of 31 December 2024, as compared to 23.8/sq
m/month as of 31 December 2023. Book value of the Group’s retail portfolio in Zagreb amounted to
€86.0 as of 31 December 2024 compared to €85.0 as of 31 December 2023.
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
1.7.1.1.2.4 Retail portfolio in Sofia
The Group’s total gross rentable retail space in Sofia comprises 22,800 sq m in one retail scheme as of
31 December 2024, as compared to 22,700 sqm in 2023. The occupancy rate was 100% as of 31
December 2024, as compared to 99% as of 31 December 2023. The average duration of leases was
5.2 years at the year-end, as compared to 3.9 years at the year-end 2023. The applied average yield
was 8.3% as of 31 December 2024, as compared to 8.1% as of 31 December 2023. The average rental
rate generated by the retail portfolio in Sofia was €24.5 /sq m/month as of 31 December 2024, as
compared to €24.4 /sq m/month as of 31 December 2023. The book value of the Group’s retail portfolio
in Sofia amounted to €80.6 as of 31 December 2024 as compared to €80.7 as of 31 December 2023.
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% 22,800 2006
Total
22,800
1.7.1.1.2.5 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 2024, unchanged from 31 December 2023. The occupancy rate was 100% as of 31
December 2024, as compared to 96% as of 31 December 2023. The average duration of leases was
5.4 years at the year-end, as compared to 6.1 years at the year-end 2023. The applied average yield
was 7.3% as of 31 December 2024, as compared to 7.8% as of 31 December 2023.
The average rental
rate generated by the retail portfolio in Budapest was at €20.4/sq m/month as of 31 December 2024, as
compared to €20.9/sq m/month as of 31 December 2023. The book value of the Group’s retail portfolio
in Budapest amounted to €22.2 as of 31 December 2024 as compared to €20.3 as of 31 December
2023, following the yield compression and increase in occupancy.
25
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 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
1.7.1.2 Overview of residential income generating portfolio
As of 31 December 2024, the Group had 5,169 flats with a total gross rentable area of 325 thousand sq
m and a book value of €452.1, which 83% occupancy rate. The following table lists the Group’s
residential income generating portfolio as of 31 December 2024:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual Average rent
sqm
%
EUR/ sqm/m
Kaiserslautern
212.2
135
86%
7.1
Heidenheim
97.1
58
88%
7.6
Helmstedt
64.4
62
83%
6.4
Schöningen
45.3
50
73%
6.4
Other
33.1
20
71%
7.8
Total
452.1
325
83%
7.0
1.7.1.3 Overview of properties under construction
As of 31 December 2024, the Group had five projects under construction with a total gross rentable area
of 64,900 sq m and a book value of €141.6, which constituted 5% of the Group’s total property portfolio
(by value). As of 31 December 2024, the Group had four office projects (Center Point 3, Rose Hill
Campus, Andrassy and Matrix D) with a total gross rentable area of 60,900 sq m and a book value of
€127.4.
The following table lists the Group’s properties under construction:
Property
City
Segment
GTC’s
share
Total gross
leasable area
(sq m)
Center Point 3
Budapest
office 100% 36,000
Rose Hill Campus¹
Budapest
office
100%
10,700
Andrassy
Budapest
office
100%
3,600
Elibre
Berlin
residential for rent
100%
4,000
Matrix D
Zagreb
office
100%
10,600
Total
64,900
¹ 10,700 sq. m under redevelopment and additional two refurbished office building with 4,600 sq. m.
1.7.1.4 Overview of investment property landbank (including assets held for
sale)
As of 31 December 2024, the value of land plots classified as "Investment property landbank” and
designated for future commercial development amounted to €111.4 and the land bank’s held for sale
amounted to €61.8. 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. Property landbank constituted 6% of the Group’s total property
portfolio (by value). The majority of the landbank is located in Warsaw, Belgrade and Budapest.
26
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Technology hub
(Ireland)
78%
Real estate investment
in Slovenia and Croatia
(Trigal)
11%
NAP
3%
Other
8%
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.
1.7.1.5 Rights of use – investment property (including assets held for sale)
As of 31 December 2024, the Group’s right of use of lands under perpetual usufruct amounted to €73.4
which constituted 3% of the Group’s total property portfolio, as compared to €40.0 as of 31 December
2023. The rights of use of lands under perpetual usufruct comprised the right of use of investment
property landbank in the value of €33.8 and of property landbank held for sale in the value of €39.6.
1.7.2 Residential landbank
As of 31 December 2024, the Group held a residential landbank (including the right of use of residential
landbank of €1.0) with a total value of €35.8 which constituted 1% of the Group’s total property portfolio,
as compared to €27.2 as of 31 December 2023.
1.7.3 Non-current financial assets
As of 31 December 2024, the Group held non-current financial assets measured at fair value through
profit or loss with a total value of €154.7.
GTC mainly invested:
- through a debt instrument into 25% of a
technology campus in Ireland. The
instrument is valued of €120.4 as of 31
December 2024.
- into 34% units in the Trigal fund holding 4
completed commercial buildings. The fair
value of this GTC’s investment as of 31
December 2024 amounted to €16.5.
- into 15% shares in the Hungarian public
company - NAP Nyrt a producer of solar
panel energy with a total capacity
of 57.6 MW (AC). The fair value of these
shares amounted to €4.4 as of 31
December 2024
- other non-current financial assets such as bonds and fund. The fair value of these other non
non-current financial assets amounted to €13.4 as of 31 December 2024.
The fair value of non-current financial assets was as follows:
31 December 2024
31 December 2023
Notes in technology hub (Ireland)
120.4
119.1
Trigal Funds (Real estate investments in Slovenia and Croatia)
16.5 13.9
NAP
4.4
-
Grid Parity Bond
6.6 -
Bonds (ISIN HU0000362207)
3.8 -
ACP Fund
3.0 2.1
Total
154.7 135.1
27
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1.7.3.1. 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
project involves the construction of a data centre with power capacity of up to 179 MWs, as well a life
science and technology campus. 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 2024 the
Company has already additionally invested €5.1 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 February 2024 the contract with a major tenant was signed which is in line with the planning permit.
The next milestone are landlord responsible delivery of site highways and infrastructure works to be
completed by end of 2025.
The fair value the GTC’s share in the consolidated financial statement amounted to €120.4.
1.7.3.2. TRIGAL FUNDS
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 €16.5.
28
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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
1.7.3.3. NAP SHARES
GTC has 15% shares in the Hungarian public company – NAP. NAP registered capital is HUF 8.4 billion
(ca. E
€21.5) and it already produces "green energy" using 73 solar power plants with a total capacity of
57.6 MW (AC). Through a series of private and public capital raisings, NAP aim to achieve company
growth to a total solar power capacity of around 100 MW (AC), which will significantly contribute to
Hungary’s annual renewable energy generation.
On 11 October 2024, the Board of NAP Nyrt. appointed Mr. Balázs Gosztonyi as a member of the
Supervisory Board of NAP Nyrt. The appointment is effective 11 October 2024.
The fair value the GTC’s share in the consolidated financial statement amounted to €4.4.
1.7.3.4. OTHER
ACP Fund
ACP Credit I SCA SICAV-RAIF (hereinafter referred as “ACP Fund”) is a reserved alternative investment
fund seated in Luxemburg with 2 compartments. GTC has a total commitment of
€5 in ACP Fund, and
total of
€2.2 was called up to the end of 2023. ACP Fund investment strategy is to build a portfolio of
secured income-generating debt instruments in SMEs and medium-sized companies in Central Europe.
Grid Parity Bond
Grid Parity Bonds were issued for 10 years by HG Energy Zrt on 17 July 2019 with fix interest rate of
4% p.a. The bonds will be repaid at the maturity on 15 July 2029.
MBH Bank Bond
In 2024 the Broker acquired also MBH Bank bonds with ISIN HU0000362207 in the value of €3.9
1.8 Overview of the markets on which the Group operates
2
This market commentary was prepared by Jones Lang LaSalle IP, Inc. and , iO Partners for commercial
properties and by Wüest Partner for residential properties. 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 March
2025.
29
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1.8.1 Office market
I. Warsaw
After several years of reducing space requirements, portfolio expansion is back on the cards. In JLL’s
Future of Work Survey, 64% of respondents anticipate company headcount growth by 2030, with 53%
expecting an increase in their total footprint over the next five years. Recent announcements from high-
profile global businesses indicate a trend toward mandating increased office presence, with some
requiring up to five days a week and implementing attendance tracking measures. We predict office
attendance policies will continue shifting toward an average of four days per week. Getting there means
more space will be required: 57% of our survey respondents, both the ‘office-only advocates’ and the
‘hybrid promoters’, cited expansionary activity as a top expectation from 2025 through 2030.
However, in the short term, the focus will be on portfolio rightsizing and transforming spaces into fit-for-
purpose workplaces. At the moment, many organizations have high degree of certainty around the
hybrid/in-workplace split and are in a position to make real estate decisions. As a result, we expect more
CRE leaders to start executing on their strategies after a period of hiatus. This can mean moving to new
space or reconfiguring and redesigning existing one to better meet workforce requirements and business
expectations. For organizations seeking new space, decisions made in 2025 will need to have a degree
of built-in flexibility to allow for future expansion in years to come.
With less new space coming to the market and availability concentrated in less desirable buildings and
locations, competition for the best space will continue to intensify. Companies need to affirm their
strategy around the kind of space they are looking for and be proactive to secure it. This means more
spending on office design, employee experiences and hospitality services. CBD locations, mixed-use
neighborhoods, buildings with leading sustainability and green credentials and ‘destination workplaces’
that can help attract and retain talent will be in highest demand.
In terms of the office stock in Warsaw, it stood at 6.3 million sq m at the end of Q4 2024 of which 473,000
sq m were owner-occupied. In 2024, developers delivered 104,000 sq m in Warsaw, which is still
significantly below the average result of the past few years (200,000 - 300,000 sq m). Over the next two
years, development activity will remain at a reduced level. In 2025-2026, the average annual level of
new supply will be at around 100,000 sq m. Nearly 30% of the space planned for completion during this
period consists of renovations of the existing office buildings.
In 2024, the market saw stability in terms of occupiers’ activity. The demand for modern office space
between Q1 and Q4 reached approx. 740,200 sq m and it was similar to the 2023 result. The City Centre,
Central Business District, Służewiec and Jerozolimskie corridor were the most popular districts among
occupiers. Tenant’s activity was driven by lease renewals which accounted for 46% of total demand.
Financial services companies were the most active occupier group - accounting for 19% of demand.
Tenants in the manufacturing sector (13%) and IT sector (11%) came in second and the third.
As compared to Q4 2023, the overall vacancy rate for Warsaw increased by 20 bps to 10.6% at the end
of Q4 2024. A slightly weaker but still stable demand for high-quality offices resulted in "COVID
vacancies" in buildings delivered between 2020-2023, being almost fully absorbed. Currently, only 3.6%
of space is available in these properties. The highest vacancy rate is recorded in buildings completed in
2024 (22.7%). However, it should be remembered that this is approx. 20,000 sq m in the total vacancy
which stands at over 650,000 sq m. Most of the vacant space is concentrated in buildings older than 10
years - mainly in Służewiec, City Centre, and CBD. These areas will undergo the greatest transformation
in terms of office supply in the coming years.
In 2024, rents for prime office spaces in CBD increased by 7.7% y/y to €28 / sq m / month. Prices for
prime assets in the non-central areas recorded a growth of 2.8% y/y to €18.5 / sq m / month. Given the
ongoing transformation of the premium segment towards a landlord's market, rents are expected to
continue the upward trend over the coming quarters.
30
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
II. Regional Cities in Poland
At the end of Q4 2024, the total office stock in eight major office markets in Poland stood at 6.8 million
sq m. In FY 2024, 121,000 sq m was completed across those markets. Elevated vacancy and muted
new demand translated into a subdued construction activity market wide. A portion of planned office
investments have converted their intended function, largely transitioning to various residential formats
(e.g., PRS and regular housing). Other projects are being executed over extended timeframes or as
mixed-use developments, with a reduced share of office space. As a result, new completion levels will
be significantly lower over the coming 2-3 years.
Over the year, the total leasing volumes amounted to 714,000 sq m against 741,000 sq m in FY 2023.
Office take-up was largely driven by lease renewals, which made up 51% of total demand. In cities such
as Kraków and Wrocław, the share of renegotiations stood at approx. 60%.
At the end of Q4 2024, the vacancy rate for the eight major regional markets amounted to 17.8% as
compared to 17.5% in Q4 2023. Nearly all regional markets struggled with relatively high availability of
vacant space in properties completed post-2019. It is directly related to subdued activity of the modern
business services sector (limited number of new market entrants, space optimisation due to hybrid work,
focus on lease renewals). However, the overall vacancy rate is likely to decrease during 2025 on the
back of muted new completions and a gradual recovery in occupier demand.
During the year, nearly all regional cities recorded an increase in rents for prime assets. The only
exceptions were Katowice and Łódź. Both markets faced elevated vacancy rates, standing at approx.
23%. At the end of 2024, the highest rates among the main regional cities were recorded in Kraków (€
15.50-18.50 / sq m / month), Poznań (€ 14.50-17.00 / sq m / month) and Wrocław (€ 14.5-16.50 / sq m
/ month). It is expected that the upward pressure will continue over the coming twelve months. The
average lease term for new buildings is 5-7 years (increasingly extending to 10 years). In older
properties, where we have observed a high proportion of renegotiations, more flexible leasing terms are
available – 3-5 years for new agreements and 2-5 years for renegotiations. The larger flexibility in lease
duration and terms of contract undoubtedly presents a competitive advantage for older buildings.
III. Budapest
The total modern office stock in Budapest currently adds up to 4.5 million sq m. It consists of 3.6 million
sq m of ‘A’ and ‘B’ category speculative office space as well as 851,605 sq m of owner-occupied space.
In 2024, developers handed over 103,700 sq m of office space, a similar amount as in 2023. The three
largest deliveries include the north wing of Liberty office building on 19,780 sq m, the fourth phase of
Madarász office Park amounting to 14,600 sq m and new HQ building for Richter on 17,400 sq m. At
the end of 2024, there was only 96,580 sq m office space under construction which is the lowest figure
since 2015.
Furthermore, over 320,000 sq m of office space is under construction as a part of the Hungarian
government’s relocation plans on an owner-occupied basis. According to our forecasts, the office stock
in Budapest is set to grow by 8% over the next 2.5 years.
Total demand was estimated at 170,630 sq m in Q4 2024 reflecting a 30% increase year-on-year.
Renewals reached an exceptionally high share from the total leasing activity, taking up 76% in Q4 2024.
New leases accounted for 18% of the total leasing. Expansions took up 4%, while pre-leases reached
a share of 2% of the total leasing activity in Q4 2024.
In 2024, total demand amounted to 502,150 sq m, showing 8% increase compared to 2023. Net take-
up (excl. renewals and owner-occupied transactions) reached 190,730 sq m in 2024, indicating 20%
decrease compared to the annual result of 2023.
In Q4 2024, the office vacancy rate increased slightly to 14.1%, representing a 0.1 pps growth quarter-
on-quarter and 0.8 pps increase year-on-year. The lowest vacancy was registered in Central Buda with
a vacancy rate of 8%, whereas the highest vacancy rate remained in the Periphery submarket (28.6%).
31
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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 €15.0 - €26.0 /sq m/month. The highest rents were still
reported in the CBD submarket.
IV. Bucharest
Bucharest modern office stock remained stable at 3.4 million sq m at the end of 2024 with limited new
supply during 2024. In Q4 2024, there was 15,500 sqm of office space delivered, in one project. The
ongoing construction of office projects increased by approximately 22% year-on-year to 67,500 sq m
with their completion scheduled for Q1 2025-2026. Out of these, 20,600 sq m of One Technology District
is a fully pre-leased a built to suit project for Infineon Technologies, marking the start of a new trend for
large occupiers. Projects under construction are situated in the Floreasca-Barbu Vacarescu submarket
(46.5%), Dimitrie Pompeiu (30.5%) and Center-West (23%).
A total of 321,700 sq m was leased in Bucharest in 2024, which is 21% less than during 2023, but 6%
more than the five-year average. Net take-up (gross take-up excluding renewals & renegotiations)
amounted to 162,300 sq m, 11% below 2023. The highest gross rental activity was recorded in the
Floreasca – Barbu Vacarescu submarket (34%), Center – West (24%), and CBD (12%). The Computers
& Hi-Tech sector had the largest share in gross take-up, with 58%, followed by the Manufacturing &
Energy Sector (11.4%), and the Consumer Services & Leisure sector (10.1%).
On the back of increasing leasing activity in the last quarter of the year, net absorption* reached
approximately 50,000 sqm quarter-on-quarter.
Thus, the vacancy rate recorded only a marginal decrease overall to 12.9%. The largest quarter-on-
quarter increase in occupancy was recorded in the Center – West submarket.
Typical rents in Bucharest range between €14.5 and €17.5 per sq m per month. Prime office rents
remain stable at €22.0 per sq m.
V. Belgrade
The stock of modern office space in Belgrade (CBD, City Center, Wider City Areas, Other City Areas,
and Outer City) amounts to approximately 1.3 million sq m. Currently, ca. 100,000 sq m of modern office
space is under construction. Class A represents 70% of the total stock, while Class B 30%.
Approximately 70% of modern office space is located in New Belgrade (CBD), 21% in the city centre of
Belgrade and the remaining 9% is located in the other parts of the city.
During 2024, the projects Artklasa, Brankov Business Center, and St. Sava Business Center were
completed. These projects have increased the office stock by nearly 23,000 sq m. As the result, only
around 2% of new office space has been delivered to the market. The completion of the BIGZ office
building has been postponed and is currently in its final phase.
About 70% of all new lease deals occurred in the central business district. The majority of the leased
areas were of 200-600 square meters. The vacancy rate was at 4.3% on average for the market while
for Class A reached under 4.0%. It is approximately 3% lower than reported at the end of 2022.
Prime headline rents for A class range from €17.0 to €18.0 /sq m/month (up from €17.0 reported in
2023).
VI. Zagreb
The office market in Zagreb was relatively stable in 2024. There were no office completions in Zagreb’s
central business district, though some growth occurred in non-central areas. The current office stock in
Zagreb amounts to approximately 1.2 million sq m of Class A and B office space.
Regarding upcoming developments, the completion of GTC’s fourth building, Matrix D, is scheduled at
the end of 2025. Currently, around 50,000 sq m (VMD business tower with 20,000 sq m and Park Avenue
office buildings with over 30,000 sq m) is under construction, expected to be delivered in 2026 and 2027.
As for planned projects, there are several developments that are set to begin soon. Notable projects
32
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
include the Arena Business Centre with 9,900 sq m, as well as the first phase of the Buzin City Island
complex, which will add another 150,000 sq m of office space. Additionally, plans include the Supernova
Office Tower (15,500 sq m) and the Landmark Green Towers with approximately 32,000 sq m of office
space.
The total gross take-up in 2024 amounted to around 17,000 sq m, resulting in an increase compared to
the previous year. This situation was influenced by lease agreement renewals. The vacancy rate
remained the lowest in the region and was at ca. 4% at the end of 2024. The prime office rent remained
between €16.00 and €16.50 per sq m monthly.
1.8.2 Retail market
I. Poland
Although challenging conditions persist, todays’ market provides reasons for cautious optimism. This
sentiment is supported by expected rebound in the volume of retail sales, which in Poland is projected
to increase by 11.7% between 2025 and 2027. The average annual inflation rate declined from a peak
of 14.4% in 2022 to 3.8% in 2024. However, it is expected to rise to 4.5% in 2025 before falling to 3.6%
in 2026 (Oxford Economics). In addition, forecasts indicate that Poland is set to outperform and close
the gap with countries in the eurozone. These catch-up dynamics are expected to take place alongside
the easing in inflation.
Selected retail indices:
• GDP: In 2025-2027 Polish economy is forecast to observe a cumulative growth of 10.1%
• CPI: 4.5% forecasted for 2025. Inflation remains elevated, but is expected to gradually ease
• Retail sales: Cumulative three-year retail sales volume growth forecast for Poland is set to
outperform established European economies and reach 11.7% (2025-2027).
Almost 600,000 sq m have been delivered to the Polish retail real estate market in 2024, being the
record reported since 2017. However, the supply structure has changed. Over 420,000 sq m which was
built in the retail park segment is now above the average results achieved in shopping centre segment
in the years 2010-2017. Shopping centre format grew by some 55,000 sq m with only one new opening.
The shopping centres however, have not been put on hold. While numerous schemes are already being
remodeled, the coming years are also expected to be marked by a broad modernization, especially with
regard to those shopping centers launched between 2000 and 2010.
New retail projects have been bringing modern retail offers to the smallest towns as well as suburban
areas of major agglomerations. The lion’s share of the new supply was attributable to cities under
100,000 but also those above 500,000 inhabitants. These two categories were responsible for a total of
400,000 sq m delivered in 2024. At the same time, activity was still observed in the cities of 100,000 –
500,000 inhabitants, where 190,000 sq m was completed.
The retail market in Poland powered ahead with a significant volume of over 460,000 sq m under
construction, 80% of which was attributable to retail parks and convenience centres.
A similar pattern describes other projects set for 2025, which have not yet been launched. This means
that this year will undoubtedly be driven by new retail parks along with convenience centres openings
as well.
As of December 2024, there had been six shopping centres constructed, two exceeding 10,000 sq m.
Highlights and trends to watch in 2025:
• It is not merely shopping: the retail market in Poland follows global trends and is being driven
by the urge for experiencing, spending time and belonging. Therefore, more retail schemes are
set to become entertainment and food oriented
• Retail parks are continuing to dominate new supply in Poland, especially in small cities and
towns. Now, these are more acting as a one-stop shopping experience for local customers
33
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
• Last year’s sector performance has highlighted these market trends. The best performing
centers became even stronger, while poor performing ones showed the need for remodeling
and complete repositioning or permanent closure. Some 100,000 sq m has been already
withdrawn from the Polish market in 2024
• Polish retail scene continuously attracts and welcomes new brands. In 2024 new openings
covered among others: Uniqlo, Arket, Made by Society, Mr. DIY, Kamalion and Luca Bakery
• While rents stabilised and returned to pre-covid levels in 2024, there appears new room for
growth, something which is already becoming visible among selected prime properties
• The 1.6 billion euro transacted in Poland in 2024 illustrates the retail sector’s appeal to global
investors. Easing inflation and rate-cuts are anticipated to additionally boost activities
• In-store and online integration becomes more important than ever. The seamless shopping
experience remains challenging, but, when implemented, it will be a major advantage for top
retail chains
• 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.
II. Warsaw agglomeration
As of December 2024, the total retail space in the Warsaw agglomeration for large-scale retail properties
(GLA ≥ 5,000 sq m) and convenience centres (2,000 ≤ GLA ≤ 4,999 sq m) was 2.2 million sq m.
Shopping centres accounted for 63% of the retail market stock, followed by retail parks at 17% and
stand-alone retail warehouses at 12%. Additionally, convenience and outlet centres comprised 5% and
3% of retail space.
Regarding shopping centre density, Warsaw agglomeration ranks fifth among other major
agglomerations, with 491 sq m of shopping centre space per 1,000 residents. The highest density levels
among the major agglomerations are observed in Poznań and Wrocław, with 601 sq m and 588 sq m,
respectively. As of December 2024, only one small project (extension of 3,200 sq m) was under
construction in the Warsaw agglomeration.
The annual purchasing power per capita in Warsaw agglomeration was €15,814 (2023), approx. 61%
higher than the national average of € 9,808 in Poland.
As of the end of 2024, the average vacancy rate in Warsaw was 3.1%, following the downward trajectory
from the previous years (4% in 2023 and 4.4% in 2022).
The rate is below the average observed in Poland (for the main agglomerations), which in 2024 stood
at 3.4%.
Prime shopping centre rents (fashion, 100 sq m boutiques) in Warsaw were estimated at 110 - 135
euros/ sq m/month. Prime rents for retail parks (1,000 sq m unit) ranged from 12 to 19 euros/ sq
m/month.
III. Belgrade
During 2024, the total retail stock in Belgrade increased to 431,000 sq m, reflecting a steady expansion
of the retail market. Although, no new shopping centers were completed during the year, as the market
continued to evolve through the renovation and expansion of existing retail properties. One of the most
notable developments was the expansion of Ava Shopping Center, which added an additional 10,000
sq m to its total retail space.
The trend of refurbishing and modernizing existing retail spaces has remained a key characteristic of
the sector. In 2023, Zira Retail Center underwent a significant renovation. This trend continued into
2024, with the commencement of a large-scale reconstruction project at Ušće Shopping Center.
Additionally, the planned renovation and expansion of Beo Shopping Center, which is expected to add
approximately 4,000 sq m of new retail space, further highlights the focus on improving existing assets
rather than developing entirely new centers.
Despite the ongoing developments and growth of supply, the overall market conditions have remained
relatively stable compared to 2023. Rental levels for retail spaces in prime locations continue to range
34
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
between €26.0 and €29.0 per sqm per month, while the prime rent stands at approximately €60.0 per
sqm per month. The sustained level of rental prices, combined with continued investment in
refurbishments and expansions, indicates the resilience of the retail market and a steady demand for
quality retail space in Belgrade.
IV. Zagreb
Over the past several years, retail parks in Croatia have consistently emerged as the most active and
dynamic subsector of the retail market. In 2024, the retail park stock grew by 7%, reaching a total of ca.
600,000 sq m. This growth highlights the ongoing and robust demand for retail park spaces across the
country. The total stock of shopping centers in Zagreb was stable at 454,000 sq m, while the overall
retail space stock in Croatia amounted to approximately 1.2 million sq m.
A key development in the wider Zagreb area was completion of the Stop Shop in Dugo Selo, a retail
park spanning 9,000 sq m. Additionally, the town of Vodice saw the opening of SunPark, the first retail
park in the area, covering approximately 6,000 sq m. This expansion aligns with the growing demand
for retail space in smaller towns and reflects the ongoing trend of retail park growth in suburban and
peripheral regions. As previously mentioned, the primary focus remains on the continued development
and expansion of retail parks, which have proven to be the most promising sector in terms of attracting
investment. In Zagreb, the FT Park Jankomir is currently under construction, set to significantly increase
the city's retail capacity. In addition, the Designer Outlet Ikea is undergoing an expansion, further
enhancing Zagreb’s retail landscape. There are also plans for the development of the Ingka retail park.
Regarding investment returns, prime yields for shopping centers were in the range of 8.00% to 8.25%
in Q4 2024, reflecting a stable and steady market. Prime yields for retail parks were slightly higher,
ranging from 8.25% to 8.50%.
V. Sofia
There is currently one shopping centre under construction in Plovdiv (57,000 sq m) and 121,000 sq m
of 11 retail parks in Sofia (87,000 sq m) as well as countryside (34,000 sq m). These will add to the
existing shopping centre stock of 671,000 sq m (out of which 402,000 sq m is located in Sofia) and
198,000 sq m of retail parks (out of which 124,000 sq m is located in the capital city as well).
Growth in consumer demand combined with the development of commercial chains, leads to continuous
demand for 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.
Take-up in shopping centres during the first half of the year amounted to over 8,440 sq m. This volume
does not include relocations within the same shopping centre. The number is comparable to H1 2023
and we expect similar volumes at the year end.
The average vacancy rate in the existing retail parks and shopping centres is around 3% (decrease from
5% a year ago).
Prime rental rates remained unchanged comparing to the end of 2023 being at the level of € 43 per sq
m per month in shopping centres and € 11 per sqm per month in retail parks. Rental rates are expected
to remain stable in the short term, with an upward trend in the quality projects in the mid-term. This trend
is due to the lack of vacant areas, increased demand from local and international retailers and the
improved purchasing power of the population.
Shopping centres are rereporting rising footfall levels, turnover, rental rates and occupancy. In this
context, the trend of tenant mix optimization will continue.
There is also a trend towards more mono-brand stores opening. This is a sign of market development,
as the individual concept allows for better representation of a specific brand. Part of the retail evolution
is that a growing number of retailers are planning modern outlet formats in stand-alone stores.
35
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
1.8.3 Residential market
I. Germany
The supply shortage in the rental housing market continues. In the fourth quarter of 2024, the number
of newly listed rental units remained below the level of the previous quarter. The ongoing demand further
reinforces the trend of rising rents. As a result, rents in the 4th quarter of 2024 exceeded both the
previous year and the previous quarter in all municipal categories.
At the same time, the number of building permits recorded a further decline. In 2024, the number of
approved residential units fell by 16.8% compared to the previous year. The German government's
target of 400,000 new building permits per year was significantly missed in 2024, with only approximately
216,000 building permits. Against this backdrop, the rental housing market is expected to remain tight
in 2025, particularly in major cities, further driving up asking rents.
It remains to be seen which housing policy measures the newly elected government will implement
following the federal election and how these will affect rental prices and new housing construction.
1.8.4 Investment market
I. Poland
The fourth quarter of 2024 provided clear evidence of investors' renewed engagement in the investment
market. A significant increase in capital allocation and competitive bidding for opportunities has been
observed. Globally, the fear of making a mistake is being overtaken by the fear of missing out, this trend
seems to manifest in the Polish investment landscape as well.
Transaction volumes of €2.3 billion in Q4 alone were comparable to the full-year investments of 2023
and brought the 2024’s total to €4.8 billion. Improved market sentiment was evident in large-scale
transactions, especially in the office and retail sectors. The value of transactions in each of these
segments totalled €1.6 billion, which in both cases represented almost fourfold increase compared to
the challenging year of 2023.
The office sector returned as a key driver of Poland’s investment market. The investor activity was
incomparable higher versus previous year. Office investments exceeded €600 million during the final
quarter of 2024. What is even more optimistic, apart from the large entity deals, the market has been
also driven by core transactions in Warsaw. Simultaneously, Core+ and Value-add Warsaw transactions
remained popular as well. What’s more, the market has seen the first prime transactions outside the
capital city since 2022.
The growing number of active bidders, observed in 2024 brought stabilisation in current prime cap rates
level for most of the markets. As of the end of December, the yield for prime Warsaw office assets, with
lease agreements exceeding five years, was expected at approx. 6.00%. The prime cap rates in Kraków,
which remains the core regional city, are currently estimated at approx. 7.00%.
In terms of the retail sector investments, the lion’s share of turnover was generated by three large-scale
shopping centre acquisitions: Silesia City Center in Katowice, Magnolia shopping centre in Wrocław and
sale of Cromwell’s retail portfolio.
There has not been recent transactional evidence in Warsaw, however based on the overall market
sentiment JLL estimates the Q4 2024 prime shopping centre yields in the region of 6.50%. The prime
cap rates for the best retail parks are currently estimated at ca. 7.25%.
36
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
II. Hungary
The 2024 annual investment volume amounted to ca. € 425 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, the lack of benchmark
transactions and the elevated borrowing costs.
It is no surprise that in such turbulent times local buyers are more willing to commit to acquisitions; they
generated nearly 75% of the 2024 volume. According to our conversations with buyers, Hungarian and
regional investors continue to dominate the purchasing landscape (in 2023 local buyers represented
90%).
Looking ahead we expect institutional investors to remain cautious and private capital to keep on actively
sourcing deals.
The decline in activity within the office asset class, evident throughout 2023, continued in 2024, with
only two income-producing office deals closed. At the same time, it is important to note that there are
various buildings currently under offer, and we anticipate numerous transactions during the first half of
2025. Based on our experience, assets with value-creation potential or offered at opportunistic pricing,
typically with smaller ticket sizes below €30 million, are the most attractive. Anything above this
threshold struggles to generate significant interest unless it offers a unique selling point, such as a CBD
location or a long WAULT with a fully leased property. In total, we recorded eight deals in this asset
class: two income producing assets, two for owner occupation and four for redevelopment. These eight
assets collectively amounted to approximately €90 million. The most notable transaction in the asset
class was the off-market disposal of Honvéd Center, a prime, CBD asset on 6,500 sq m by WING. The
asset was sold to a new German market entrant, Helmut Greve Bau und Boden.
Retail assets showed robust activity in 2024, contributing approximately 24% to the total investment
volumes and amounting to ca €104 million. Highly desirable assets were those occupied by high-
performing retailers, usually with long WAULTs. The most notable transaction of the year was the sale
of Vörösmarty No1 by Revetas to Indotek. The deal was signed at the end of 2023 and the transactional
closing took place in Q1 2024. Furthermore, two countryside Interspar units were purchased by the
Hungarian Unione, a seasoned professional in the asset class, who increased the size of their retail
portfolio to 6 with these acquisitions. Erste Real Estate Fund continued expanding its retail portfolio by
acquiring an OBI stand-alone DIY store in the outskirts of Budapest from the Hungarian investment
manager, Adventum. Additionally, the fund purchased a brand-new Aldi grocery store with an
exceptionally long lease in Budapest. Two sale and leaseback transactions involving Decathlon units in
Kecskemét and Zalaegerszeg were also recorded.
In our opinion prime yields were at 6.75% for offices (but CBD buildings can trade below) and 7.25% for
shopping centres as of Q4 2024.
III. Romania
The property investment volume in Romania totaled over €900 million in 2024, more than 50% higher
than in 2023, which was a record year. Investment volumes were dominated by industrial representing
40% followed by retail with 31% and office with ca. 23% share.
The investment market was modest in Q4 2024, as several important transactions slipped into 2025.
Still, yearly volumes were almost 50% higher compared to 2023 and we expect the positive trend to be
continued in 2025.
The main transaction of 2024 was represented by the sale of Globalworth Industrial Portfolio to CTP.
The size of the portfolio was 270,000 sq m as reported € 170 million.
There were several office investment transactions concluded in Romania. Thus, office transactions
during 2024 reached a total of €143.5 million, more than double over the same period of 2023.
From the other sectors, the key transactions included sale of Expo Market Doraly (retail) to WDP, Brasov
Retail Park to local investor and Funshop Park Turda (retail) to BT Asset Management.
37
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Prime yields were stable for offices at the end of 2024 compared to the previous year and stood at
7.75%. For shopping centres and industrial increased moderately by 25bp to 8.00%. Overall, market
liquidity is expected to improve in the course of 2025, as inflation is projected to decrease and interest
rates will subsequently readjust to more manageable levels.
IV. Serbia
The real estate market in the Republic of Serbia maintained stable growth dynamics throughout 2024,
recording an annual increase of approximately 5% compared to the previous year. Investment activity
was primarily driven by the retail and hospitality sectors, with notable transactions also occurring in the
office segment.
The most significant transaction of the year was in the shopping center sector, where BIG CEE acquired
the Promenada Novi Sad shopping center for €177 million, marking the largest retail deal in Serbia in
recent years.
The office market, while more subdued, still recorded important transactions. The sale of two office
buildings within Hyde Park City for €21 million and the Mia Dorćol office building for €9 million contributed
to the overall investment volume in the segment. Despite moderate transaction activity, office assets
remain an attractive option for investors.
Prime yield for office buildings was within a similar range for several years, ranging from 8.00% to 8.50%
also as of Q4 2024.
V. Croatia
Croatia has been consistently a regional leader in the number and size of real estate transactions over
recent years. Despite the transaction volume decreased in 2024, the market remained active,
demonstrating the resilience and stability of Croatia’s real estate sector.
For example, S Immo signed an agreement to sell the Zagreb Tower of ca. 26,000 sq m to OTP Group.
Additionally, sale of HOTO Business Tower of 15,500 sq m in Zagreb was announced for an undisclosed
sum. Furthermore, Immofinanz has successfully completed the sale of the Grand Center Zagreb16,000
sq m office property to a Croatian real estate company.
VI. Bulgaria
The significant 106% rise in investment volumes in 2024 was driven by a single logistics portfolio deal,
seeking to benefit from the geographic location of the country along the South-North transport axis of
the continent. The rest of the volume was comprised of hotel and office assets acquired by domestic
players. Total investment volume was reported at the level of € 194 million.
The distribution of investments by sector in 2024 was as follows: 74% are industrial and logistics space
transactions, followed by hotels (15%), offices (8%) and development land (3%).
The share of Bulgarian buyers had been constantly increasing since 2020. However, in the first half of
2024 it was not the case, as international capital was representing 77% of the volume. Income-
generating property transactions covered over 81% while the remaining were related to speculative
properties.
At the end of 2024, prime yields remained stable comparing to those reported at the end of 2023 for
industrial (7.50%) and increased moderately for retail and offices to 7.75% (from 7.50%).
VII. Germany
The residential investment market in Germany benefited from numerous investments in residential,
student and senior housing properties in 2024. In total, residential real estate generated a transaction
volume of EUR 10.5 billion, accounting for 30% of total investment. Growing demand combined with
limited supply has resulted in very good occupancy rates, a low probability of rent losses and an overall
positive market environment.
38
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Prime yields remained largely stable throughout 2024, with prime residential yields in the top seven
cities averaged 3.56%. Increased competition for prime locations and improved financing options point
to rising rents and a positive outlook for the investment market in 2025.
Source: © 2025 Jones Lang LaSalle IP, Inc., iO Partners and Wüest Partner. 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 iO Partners and Wüest Partner.
2. Selected financial data
The following tables present the Group’s selected historical financial data for the year ended 31
December 2024 and 31 December 2023. The historical financial data should be read in conjunction with
Item 2. Operating and financial review of this Report and the consolidated financial statements for the
year ended 31 December 2024 (including the notes thereto).
Selected financial data presented in PLN is derived from the consolidated interim financial statements
for the year ended 31 December 2024 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.
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
2024
2023
(in million)
€
PLN
€
PLN
Consolidated Income Statement
Revenues from operations
187.5
807.5
183.4
833.2
Cost of operations
(57.0)
(245.5)
(55.2)
(250.8)
Gross margin from operations
130.5
562.0
128.2
582.4
Selling expenses
(2.0)
(8.6)
(2.7)
(12.3)
Administration expenses
(18.0)
(77.5)
(20.4)
(92.7)
Loss from revaluation
(2.2)
(9.4)
(56.3)
(258.7)
Finance income/(cost), net
(40.1)
(172.7)
(33.2)
(150.8)
Net profit
53.0
228.3
12.4
53.7
Basic earnings per share (not in million)
0.09
0.38
0.02
0.08
Diluted earnings per share (not in million)
0.08
0.35
0.02
0.08
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
98.0
422.0
95.2
431.9
Net cash used in investing activities
(234.5)
(1,009.9)
(108.0)
(488.7)
Net cash from/(used in) financing activities
130.0
561.1
(42.8)
(196.7)
Cash and cash equivalents at the end of the
period
55.2 235.9 60.4 262.6
39
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
As of 31 December
2024 2023
€
PLN
€
PLN
Consolidated statement of financial position
Investment property (commercial completed and
under construction)
2,063.1 8,815.7 2,074.9 9,021.6
Residential Investment property (completed and
under construction)
466.3 1,992.4 - -
Investment property landbank
111.4
476.0
158.5
689.2
Right of use (investment property)
33.8
144.5
40.0
173.9
Residential landbank
35.8
153.0
27.2
118.3
Assets held for sale
157.2
671.7
13.6
59.1
Cash and cash equivalents
53.4
228.2
60.4
262.6
Non-current financial assets measured at fair
value through profit or loss
154.7 661.0 135.1 587.4
Others
147.9
631.9
146.9
638.7
Total assets 3,223.6 13,774.4 2,656.6 11,550.8
Non-current liabilities
1,656.1
7,076.6
1,444.0
6.278.5
Current liabilities
391.2
1,671.5
86.4
375.6
Total Equity 1,176.3 5,026.3 1,126.2 4,896.7
Share capital
12.9
57.4
12.9
57.4
3. Operating and financial review
3.1 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 2.4% in
December 2024);
• impact of interest rate movements (however, as of 31 December 2024, 95% 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).
40
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
3.2 Specific factors affecting financial and operating results
REPAYMENT OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES TO BANK LOAN
AGREEMENTS
During the year ended 31 December 2024 the following factors affected financial and operating results:
● fully drawn down new loan in the amount of €55.0 loan granted by DSK Bank AD and OTP Bank
PLC to Mall of Sofia and Sofia Towers.
● fully drawn down new loan in the amount of €31.6 granted by Santander Bank Polska S.A.
● new loan in the amount of €190 granted by certain affiliates of The Baupost Group, L.L.C. and
Diameter Capital Partners LP for acquisition of German residential portfolio
● acquisition of 6,000 bonds issued by GTC Aurora and transferred then to GTC Group (as a
result income in the amount of €0.6 was recognized)
● decrease the amount on the escrow held for buy-back and transfer of €14.2 in cash to GTC
● acquisition of MBH Bank bonds with ISIN HU0000362207 in the value of €3.9
● acquisition of Grid Parity Bond in the value of EUR 6.9
● assumption of existing senior bank loans for German portfolio in the value of €185.4
TRANSACTIONS
During the year ended 31 December 2024 the following factors affected financial and operating results:
● acquisition of German residential portfolio consisting of 5,169 flats with 325 thousand sqm
residential space for €209 (€167 in cash and the Participating Notes with a total nominal value
of approximately €42)
• acquisition of investment property under construction (senior housing for rent) in Berlin for €32.0
(including taxes and transaction costs). The first instalment of €12.0 was paid on 25 June 2024.
Remaining part should be settled in cash received from future external financing that is yet to
be obtained.
● acquisition of shares in the Hungarian public company - NAP Nyrt for €4.9.
● finalized sale of GTC LCHD Projekt in July 2024 for €13.2, out of which €11.4 has already been
collected.
● sale of GTC Seven Gardens d.o.o., the owner of office building Matrix C for €13 (equal to the
net proceeds from the transaction). GTC Seven Gardens d.o.o was sold together with its bank
loan obligation (€14). In January 2025 first instalment of €10 was received by Company.
● sale GOC EAD, the owner of a landbank with a total area of 2,417 sqm located in Sofia, Bulgaria,
for €3.25.
● acquisition of WOB Projekt Alheim GmbH and WOB Projekt Bad Berleburg GmbH holding a
land plots intended for the senior housing for €3.4.
OTHER
In September 2024, €29.3 (PLN 126.3) dividend was paid.
3.3 Presentation of differences between achieved financial results and published
forecasts
The Group did not publish forecasts for 2024.
41
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
3.4 Statement of financial position
ASSETS
Total assets increased by €567.0 (21%) to €3,223.6 as of 31 December 2024 from €2,656.6 as of
31 December 2023, mainly as a result of acquisition of German residential portfolio.
The value of investment property increased by €401.2 (18%) to €2,674.6 as of 31 December 2024 from
€2,273.4 as of 31 December 2023, mainly due to acquisition of German residential portfolio (€452.1),
investment in development of assets under construction (€48.5) and capex and fit-out in completed
properties (€36.6), and purchase of investment property under construction (Elibre) of €13.8, partially
offset by reclassification of GTC X and land in Wilanów to assets held for sale (€104.5), sale of Matrix
C (€27.3) and reclassification the right-of-use related to assets held for sale of €38.2.
The value of assets held for sale increased by €143.6 to €157.2 as of 31 December 2024 from €13.6 as
of 31 December 2023, mainly due to reclassification of Wilanów land (including right-of-use) and GTC
X to assets held for sale.
The value of non-current financial assets increased by €19.6 (15%) to €154.7 as of 31 December 2024
from €135.1 as of 31 December 2023, mainly due to acquisition of shares in the Hungarian public
company - NAP Nyrt for the total consideration of €4.4, acquisition of bonds for €10.4 and increase of
fair value of Trigal units by €2.6.
The value of derivatives decreased by €8.2 (58%) to €6.0 as of 31 December 2024 from €14.2 as of 31
December 2023, mainly due to utilization of derivatives due to repayment of interest in the period.
The value of prepayments and other receivables decreased by €13.8 (26%) to €38.6 as of 31 December
2024 from €52.4 as of 31 December 2023, mainly as a result of utilization of the escrow account held
for the purpose of acquiring green bonds issued by GTC Aurora.
The value of cash and cash equivalents decreased by €7.0 (12%) to €53.4 as of 31 December 2024
from €60.4 as of 31 December 2023. The cash balance was decreased mostly due to purchase of
residential assets in Germany in the amount of €172.0, expenditures on investment properties of €71.7,
repayment of long-term borrowings of €55.9, dividend payment in the amount of €29.6, interest paid in
the amount of €35.2 and purchase of investment property under construction of €12.0 partially offset by
acquisition of new long-term secured loan of €265.2 mainly due to new loan for acquisition of German
portfolio, new loan for Mall of Sofia and new loan for Artico and Aeropark, net cash proceeds from
operating activities of €98.0, sale of subsidiary, net of cash in disposed assets of €14.5 and change in
short-term deposits designated for bonds buy back of €14.2.
LIABILITIES
The value of loans and bonds increased by €335.6 (26%) to €1,609.6 as of 31 December 2024 as
compared to €1,274.0 as of 31 December 2023, mainly due to (i) proceeds from long-term borrowings
in the amount of €265.2 mainly due to a new loan for acquisition of German portfolio
(€190) and new
loan for Mall of Sofia (€55) and (ii) assumption of senior loans on German residential portfolio as a result
of acquisition in Germany in the amount of €183.0 compensated by (iii) repayments during the period in
the amount of €55.9, (iv) reclassification of €24.8 to liabilities related to assets held for sale and (v)
foreign exchange differences on bonds denominated in HUF of €10.3. The current portion of long-term
debt increased mainly due to reclassification of loan related to Galeria Jurajska and new loans related
to new German residential portfolio.
The value of liabilities related to assets held for sale increased by €68.8 to €69.2 as of 31 December
2024 as compared to €0.4 as of 31 December 2023, mainly due to reclassification of GTC X and land
in Wilanów to assets held for sale.
42
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The value of derivatives increased by €18.5 (99%) to €37.2 as of 31 December 2024 from €18.7 as of
31 December 2023, mainly due to change in fair value of cross-currency interest rate swaps on the
Hungarian bonds.
The value of lease liabilities decreased by €6.1 (14%) to €37.6 as of 31 December 2024 from €43.7 as
of 31 December 2023, mainly due to reclassification of lease liabilities related to land in Wilanów to
liabilities related to assets held for sale, partially offset by lease liabilities recognized in new German
residential portfolio.
The value of liabilities for put options on non-controlling interests and other long term payables increased
by €35.0 to €40.2 as of 31 December 2024 from €5.2 as of 31 December 2023, mainly due to €18.6
liability for the put option for the non-controlling shares of Peach at the present value of the redemption
amount to be paid to the non-controlling shareholders, €7.3 accrual for tax legal case, €4.8m liability for
the minimum dividend payment (GTC Paula SARL).
The value of other financial liabilities increased by €31.7 to €31.7 as of 31 December 2024 from €0 as
of 31 December 2023, mainly due to recognition of €9 financial liabilities regarding retained purchase
price for shareholder loans which will be paid together with the fee for the call option to LFH and a liability
at the present value of the redemption amount to be paid to the non-controlling shareholders under the
call option (€22.6).
EQUITY
The value of equity increased by €50.1 (4%) to €1,176.3 as of 31 December 2024 from €1,126.2 as of
31 December 2023 mainly due to recognition of participating notes in the amount of €41.7, a result from
the period of €53.0 and increase in non-controlling interest of €24.2, partially offset by a dividend
payment of €29.3, a decrease in the value of capital reserve of €23.0 and a decrease in the value of
hedge reserve of €14.4.
The value of participating notes increased by €41.7 to €41.7 as of 31 December 2024 from €0 as of 31
December 2023 mainly due to
issuance of 418 bearer participating series A notes for acquisition of
German residential portfolio.
The value of capital reserve decreased by €23.0 to €72.3 as of 31 December 2024 from €49.3 as of 31
December 2023 primarily due to the recognition of liabilities arising from the German portfolio
transaction. This includes an €18.6 obligation related to the option price for the minority shares of Peach,
as well as a €4.9 liability for the minimum dividend payment to minority shareholders.
The value of non-controlling interest notes increased by €24.2 (100%) to €48.5 as of 31 December 2024
from €24.3 as of 31 December 2023 mainly due to acquisition of a new minority shareholder – Peach
Property Group.
3.5 Consolidated income statement
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €4.1 (2%) to €187.5 in the year ended 31 December 2024,
compared to €183.4 in the year ended 31 December 2023.
The Group recognized an increase in rental revenues following the completion of GTC X in Belgrade,
Rose Hill Business Campus in Budapest and Matrix C in Zagreb combined with an increase in an
average rental rate following the indexation of rental rates to the European CPI.
COST OF RENTAL ACTIVITY
Service costs increased by €1.8 (3%) to €57.0 in the year ended 31 December 2024, as compared to
€55.2 in the year ended 31 December 2023. The Group recognized an increase in service costs
following an increase in operating costs coming mainly from inflation.
43
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations increased by €2.3 (2%) to €130.5 in the year ended 31 December
2024, as compared to €128.2 in the year ended 31 December 2023, mainly due to an increase in rental
and service revenues partially offset by an increase in the service charge cost due to inflation.
The gross margin on rental activities remained unchanged at 70% in both year ended 31 December
2024 and
2023.
ADMINISTRATION EXPENSES
Administration expenses decreased by €2.4 (12%) to €18.0 in the year ended 31 December 2024
, from
€20.4 in the year ended 31 December 2023
, mainly due to decrease in remuneration and fees and share
based payment.
PROFIT/(LOSS) FROM THE REVALUATION
Net loss from the revaluation of the assets amounted to €2.2 in the year ended 31 December 2024,
compared to a net loss of €56.3 in the year ended 31 December 2023. Net loss from the revaluation
was mainly due to a decrease in the value of completed office portfolio in Poland as a result of a
decrease in occupancy rate compared to 2023 and capitalized expenses, mainly on completed
properties, partially offset by an increase in the value of landbank in the amount of €13.2. and increase
in value of Galeria Jurajska (€3.9), Hegyvidék Office and Retail Center (€1.8) and Center Point 1-3
(€6.4)
FINANCE COST, NET
Finance cost, net increased by €6.9 (21%) to €40.1 in the year ended 31 December 2024 as compared
to €33.2 in the year ended 31 December 2023. The increase was mainly due to new loans signed and
drawn down in and of 2023 and during 2024 resulting in an increase in the weighted average interest
rate (including hedges and excluding liabilities related to assets held for sale) to 3.45% as of
31 December 2024 from 2.48% as of 31 December 2023 combined with a one-off €3.0 interests related
to the withholding tax court proceeding.
RESULT BEFORE TAX
Profit before tax amounted to €61.9 in the year ended 31 December 2024, compared to a profit before
tax of €14.4 in the year ended 31 December 2023. Net profit in the year ended 31 December 2024
includes a profit from operations in the amount of €130.5 and loss from revaluation in the amount of
€2.2.
TAXATION
Tax amounted to €8.9 for the year ended 31 December 2024, compared to €2.0 in the year ended
31 December 2023. The tax included current tax expense amounting to €6.6 compared to €6.5 in year
2023 and deferred tax amounting to €2.3 compared to €4.5 deferred tax income in year 2023 resulting
mainly from unrecognized deferred tax asset on losses in year 2023.
NET RESULT
Net profit was €53.0 in the year ended 31 December 2024, compared to a net profit of €12.4 in year
ended 31 December 2023. The difference comes mainly from the difference in the result on revaluation.
44
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
SECTOR ANALYSIS OF RENTAL INCOME, GORSS MARGIN AND REAL ESTATE VALUE
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 2024.
The chart presents rental income from completed
commercial properties by sector in the year ended
31 December 2024, which is virtually unchanged
from 2023.
The chart presents gross margin from
operations by country in the year ended
31 December 2024, as compared to year 2023:
39% Poland, 28% Budapest, 11% Sofia, 8%
Belgrade, 7% Zagreb and 7% Bucharest.
The chart below presents real estate value share by country in the year ended 31 December 2024, as
compared to year 2023: 37% Poland, 32% Budapest, 8% Sofia, 8% Belgrade, 8% Bucharest, 6%
Zagreb, and 1% other.
3.6
Consolidated cash flow statement
Net cash flow from operating activities was €98.0 in year ended 31 December 2024 as compared to
€95.2 in the year ended 31 December 2023. An increase of €2.7 was mainly due to an increase in gross
margin from operation by €2.3.
Net cash flow used in investing activities amounted to €234.5 in the year ended 31 December 2024
compared to €108.0 cash flow used in investing activities in the year ended 31 December 2023. Cash
flow used in investing activities is mainly composed of expenditure on purchase of residential assets in
Germany of €172.0, expenditure on investment properties of €71.7 and purchase of investment property
of €12.0 compensated by an increase in the deposits designed for bonds buy-back of €14.2.
Poland
31%
Belgrade
6%
Hungary
28%
Bucharest
6%
Zagreb
4%
Sofia
7%
Germany
17%
Other
1%
Office
sector
62%
Retail
sector
38%
Poland
36%
Hungary
28%
Sofia
11%
Belgrade
9%
Bucharest
8%
Zagreb
8%
45
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Net cash flow from financing activities amounted to €130.0 in the year ended 31 December 2024,
compared to €42.8 of cash flow used in financing activities in the year ended 31 December 2023. Cash
flow from financing activities is mainly composed of proceeds from long-term borrowings of 265.2 mainly
due to new loan for acquisition of German portfolio, new loan for Mall of Sofia and new loan for Artico
and Aeropark, offset partially by repayment of long-term borrowings of €55.9, dividend payment in the
amount of €29.6 and interest paid in the amount of €35.2.
Cash and cash equivalents as of 31 December 2024 amounted to €55.2 compared to €60.4 as of
31 December 2023.
3.7 Future liquidity and capital resources
As of 31 December 2024, 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 short term 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 2024, the Group’s non-current liabilities amounted to €1,656.1 compared to €1,444.0
as of 31 December 2023.
The Group’s total debt from long and short-term loans and borrowings as of 31 December 2024,
amounted to €1,634.6 (includes €25.0 related to assets held for sale), as compared to €1,274.0 as of
31 December 2023.
The Group’s net loan-to-value ratio amounted to 52.7% as of 31 December 2024 as compared to 49.3%
as of 31 December 2023 mainly due to an increase in investment property following the acquisition of
German residential portfolio and capital expenditures on investment property under construction and
acquisition of new assets.
As of 31 December 2024, 95% 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.
The interest cover as of 31 December 2024 was 3.71.
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.
The Management has analysed the timing, nature and scale of potential financing needs of particular
subsidiaries and believes that there are no risks for paying current financial liabilities and cash on hand,
as well as, expected operating cash-flows will be sufficient to fund the Group’s anticipated cash
requirements for working capital purposes, for at least the next twelve months from the date of the
financial statements. Consequently, the consolidated financial statements have been prepared under
the assumption that the Group companies will continue as a going concern in the foreseeable future, for
at least twelve months from the date of the financial statements.
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.
46
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
The Group is affected by macroeconomic conditions, especially the 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 the instability of
the financial markets may have a negative impact on the Group's operations, as well as the availability
and cost of debt financing/refinancing.
The main risks connected with the Group’s financial instruments are interest risk, liquidity risk, foreign
currency risk and credit risk.
Detailed description of financial instruments and risk management is presented under Note 36 to the
consolidated financial statements for the year 2024.
4. Information on loans granted with a particular emphasis on related entities
As of 31 December 2024, the Group does not have any long-term loans granted to its associates or
joint ventures.
The Company provides asset management services to its subsidiaries. Transactions with related parties
are concluded on market terms. Loans granted and received from subsidiaries are subject to interest
using the reference interest rate (WIBOR or EURIBOR) increased by a margin (between 2.6% and
4.35%). Long-term loans granted by the Company to subsidiaries and paid in 2024 amounted to PLN
69.7. These loans were granted in the following currencies: euro in the amount of EUR 13.4 (PLN 57.8),
Polish zloty in the amount of PLN 11.8 and dollars in the amount of USD 0.014 (PLN 0.1). The maturities
of these loans are until 2030. Additionally, in 2024, the Company concluded agreements with
subsidiaries for long-term loans in euro in the amount of EUR 19.9 (PLN 85.3) with maturity until 2030
and in the amount of EUR 41.8 (PLN 178.2) with maturity until 2044.
5. Information on granted and received guarantees with a particular emphasis on
guarantees granted to related entities
On 20 December 2024, GTC Paula SARL wholly-owned subsidiaries of the Company, have signed €190
loan with certain affiliates of Baupost Group, L.L.C. and Diameter Capital Partners LP with a maturity
on 20 December 2029. As of 31 December 2024, English law governed guarantee granted by Globe
Trade Centre S.A. under the term facilities agreement dated 20 December 2024 concluded between,
among others, GTC Paula SARL as borrower, GTC SA, GLAS SAS, Frankfurt Branch as Agent and
Global Loan Agency Services GMBH as Security Agent (the “Facilities Agreement”)
GTC SA granted an irrevocable and unconditional guarantee in favour of each finance party (as defined
in the Facilities Agreement3) for punctual performance of the Obligors’ obligations under the Finance
Documents (as defined in the Facilities Agreement) and for payment of any amount due under the
Finance Documents by any Obligor, including inter alia, principal, interest (including default interest),
commissions and other claims. The guarantee is a continuing guarantee and will extend to the ultimate
balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate
payment or discharge in whole or in part. The guarantee is valid until all amounts which may be or
become payable by the Obligors under or in connection with the Finance Documents have been
irrevocably paid in full.
In the year ended 31 December 2024, the Company sold shares in GTC Seven Gardens d.o.o. One of
the subsequent condition is repayment by the Buyer of the bank loan. For the scenario when Buyer
cannot fulfil that requirement, GTC SA provided joint and several guarantee to Erste for all present and
3
as of the date of the Facilities Agreement: 1. GTC Paula SARL, 2. GTC SA, 3. GTC Holding SARL, 4. GTC Origine Investments Ingatlanfejlesztő
Zártkörűen Működő Részvénytársaság, 5. Portfolio Heidenheim I November, 6. Portfolio Helmstedt November, 7. Portfolio K'lautern I November, 8.
Portfolio K'lautern II November, 9. Portfolio K'lautern III November, 10. Portfolio K'lautern IV November (Sic!), 11. Portfolio K'lautern VII November,
12. Portfolio KL Betzenberg IV November, 13. Portfolio KL Betzenberg V November, 14. GTC UNIVERZUM, 15. GTC KOMPAKTLAND, 16. GTC
ADA
47
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
future monetary obligations of GTC Seven Gardens d.o.o. („GTC Seven Gardens“) under or in
connection with the term facility agreement dated 25 April 2023 between Erste and GTC Seven Gardens
d.o.o. (the „Facility Agreement“) or any other Finance Document (as defined in the Facility Agreement),
whether expressed as principal, interest, default interest, fees, provisions, commissions, costs,
expenses, taxes or damages, including any claim that Erste may have against GTC Seven Gardens as
a result of the Facility Agreement being set aside or declared null and void. The joint and several
guarantee is valid until all claims under the Facility Agreement and other Finance Documents are
irrevocably and unconditionally paid in full
Simultaneously, on 13 January 2025, the Company received a guarantee from the purchaser of GTC
Seven Gardens d.o.o., under which the purchaser undertakes to cover all claims against Erste that will
be brought against the Company.
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.
6. Off balance sheet assets and liabilities
COMMITMENTS
As of 31 December 2024 (and as at 31 December 2023), the Group had contractual commitments in
relation to future capital expenditures on investment properties amounting to €77.7 (€104.7 as at 31
December 2023). These commitments are expected to be financed from available cash and current
financing facilities, other external financing or future instalments under already contracted sale
agreements and yet to be contracted sale agreements.
CONTINGENT LIABILITIES
In reference to the transaction described in Item 1.2 Main events in 2024 regarding purchase of Elibre
project, as of 31 December 2024, there is the contingent liability for the amount of €20 as the difference
between purchase price and already invested amount. That liability should be settled in cash received
from future external financing that is yet to be obtained. The amount will be due for payment only after
certain milestones are completed.
In reference to the transaction described in note 28 regarding minimum dividend payment obligation, as
of 31 December 2024 there is a contingent liability for the amount of €5.2 for LFH Portfolio Acquico S.À
R.L. and ZNL Investment S.À R.L. The amount will be due only if the call option for the acquisition of
minority shareholders is not exercised by GTC.
In reference to the transaction described in note 28 there is a contingent liability regarding call and put
option for non-controlling interest of Peach. Management assumption is that it will not be executed
before 10 years due to adverse impact for the seller. Potential impact is €9, which is the floor price of
that option.
CROATIA
In relation to the Marlera Golf project in Croatia, a part of the land is leased from the State. From 2014
there are two open court cases. During 2024, an agreement was reached with the expropriator, and a
purchase agreement was concluded based on which Marlera acquired ownership of the property. A joint
submission was sent to suspend the expropriation procedure. The exposure is covered by a provision
in the amount of €1.4.
48
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
7. Major investments, local and foreign (securities, financial instruments, intangible
assets, real estate), including capital investments outside the Group and its
financing method
On 15 November 2024, the Company entered into a series of share purchase agreements with, inter
alia, Peach Property Group AG and LFH Portfolio Acquico S.À R.L., as the sellers, leading to the
acquisition of the portfolio of residential assets in Germany currently held by Peach Property Group AG,.
In January 2025, the transaction was legally finalized, with accounting control over the entire portfolio
being acquired as of 31 December 2024. For the detailed description of the transaction please refer to
the current report no. 1/2025 from 2 January 2025 or Item 1.2 Main Events of 2024.
As of 31 December 2024, the Group held non-current financial assets measured at fair value through
profit or loss with a total value of €154.7. The details of those assets are provided Item 1.7.3 non-current
financial assets.
8. Remuneration policy and human resources management
8.1 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
2024 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.
49
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Moreover, the management board members may receive and have received in 2024 additional benefits,
such as: (i) private medical care; and (ii) the use of company cars, company telephones and other
electronic devices for private purposes and the covering of their costs.
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 2024 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. None 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 2024, 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.
8.2 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
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.
50
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
8.2.1 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.
8.3 Agreements concluded between GTC and management board members
In 2024 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 2024 none of the members of the management board joined 3-year Phantom Shares
program.
8.4 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.
8.5 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 2024 for the 12 months ended 31 December 2024:
Name
Periods
Fixed
remuneration¹ (€)
(not in million)
Variable
remuneration¹
(€)
(not in million)
Vested
Phantom
Shares
(not in million)
Gyula Nagy
1 January -
31 December 2024
300 000
180 000
-
Zsolt Farkas
1 January -
31 December 2024
216 000
120 000ⷥ
-
Balázs Gosztonyi
24 April -
31 December 2024
162 860
-
-
György Stofa
1 September -
3 December 2024
61 269
-
-
Barbara Sikora
1 January -
18 March 2024
300 000
674 000 ²
-
¹ Remuneration (or fees to entities in which the holder is key personnel) consists of payment for 2024 and success fee
amounts paid for present and the past year in addition to Group’s Phantom Shares program exercised during 2024, as detailed
in Item 8.2. Phantom shares. Fixed remuneration includes fringe benefits.
² Related to severance payment following the mutually agreed termination and to exercised phantom shares.
ⷥ This remuneration was granted by a resolution of the Supervisory Board, but was not paid before the date of this report.
51
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
SUPERVISORY BOARD
The following table presents the remuneration of the members of the supervisory board as of
31 December 2024 for the 12 months ended 31 December 2024:
Name
Periods
Remuneration
(€)
(not in million)
János Péter Bartha 1 January - 31 December 2024
55 814
Csaba Cservenák 15 March - 31 December 2024
23 094
Lóránt Dudás
1 January - 31 December 2024
37 815
Balázs Figura 1 January - 15 March 2024
6 008
Mariusz Grendowicz 1 January - 15 March 2024
6 008
László Gut
1 January - 31 December 2024
37 815
Artur Kozieja
1 January - 31 December 2024
40 186
Marcin Murawski
1 January - 31 December 2024
43 621
Magdalena Frąckowiak
25 September - 31 December 2024
7 740
Dr. Tamás Sándor
15 March - 31 December 2024
31 886
Bálint Szécsényi
1 January - 31 December 2024
29 023
Dr. Leonz Meyer
13 March – 17 June 2024
10 386
Sławomir Niemierka
1 January - 25 September 2024
21 364
Dominik Januszewski
1 January - 31 December 2024
30 914
8.6 Number of employees
As of 31 December 2024 and 2023, the number of full time equivalent working employees in the
Group companies was 242 and 219, respectively.
8.7 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.
8.8 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.
52
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
9. Shares in GTC held by members of the management board and the supervisory
board
SHARES HELD BY MEMBERS OF THE MANAGEMENT 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 annual 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 2024) on 26 November 2024.The information
included in the table below is based on information received from members of the management board
and supervisory board.
Balance as of
28 April 2025
(not in million)
The nominal value of
shares in PLN
(not in million)
Change since
26 November 2024
(not in million)
Management board members
Gyula Nagy 0 0 No change
Zsolt Farkas
0
0
No change
Balázs Gosztonyi 0 0 No change
György Stofa¹ 0 0 No change
Total Management board members 0 0
Supervisory board members
János Péter Bartha
0
0
No change
Csaba Cservenák 0 0 No change
Lóránt Dudás² 0 0 No change
Magdalena Frąckowiak
0
0
No change
László Gut
0
0
No change
Dominik Januszewski 0 0 No change
Artur Kozieja
0
0
No change
Marcin Murawski
0
0
No change
Dr. Tamás Sándor
0
0
No change
Bálint Szécsényiᵌ 0 0 No change
Total Supervisory board members 0 0
¹ Balance as of 3 December 2024
² Balance as of 5 January 2025
ᵌ Balance as of 18 March 2025
Detailed description of changes in composition of the management board and supervisory board is
presented under item
1.4 this Report.
10. 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 year ended 31 December
2024 in Note 34 Related Party Transactions.
In the year ended 31 December 2024, the Group did not conduct any material transactions with the
related parties on terms other than market terms.
53
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
11. Information on signed and terminated loan agreements within a given year
In February 2024, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, has signed €55.0 loan
agreement with DSK Bank AD and OTP Bank PLC with a maturity in March 2029. The full amount was
drawn down.
On 25 June 2024, Globis Poznań sp. z o.o., a wholly-owned subsidiary of the Company, signed the
annex with Santander Bank Polska S.A. which extended repayment date from 30 June to 31 August
2024. The loan was repaid on the maturity date in the amount of €14.8.
On 14 August 2024, GTC Aeropark sp. z o.o. and Artico sp. z o.o., wholly-owned subsidiaries of the
Company, have signed EUR 31.6 loan agreement with Santander Bank Polska S.A. with a 5-year
maturity after 29 August 2024, the utilization date. The full amount was drawn down.
In December GTC Group acquired German residential portfolio together with existing senior bank loans
of approximately EUR 185.4 currently provided to certain project companies by multiple banks including:
DZ Hyp AG, Landesbank Baden-Württemberg, Sparkasse Kaiserslautern, and Volksbank BRAWO eG
with a maturity in the period from 30 June 2025 to 28 February 2029.
On 20 December 2024 GTC Paula SARL wholly-owned subsidiaries of the Company, have signed EUR
190 loan with certain affiliates of The Baupost Group, L.L.C. and Diameter Capital Partners LP with a
maturity on 20 December 2029. Loan is guaranteed in particular by the Company, and entities from
GTC Group, on terms and conditions set forth in the Facility Agreement.
All signed in year 2024 loan agreements are denominated in euro and almost all interest is based on
margin plus Euribor. The weighted average on the Group’s long term debt and bonds (excluding
liabilities related to assets held for sale) as of 31 December 2024 amounted to 3.45% p.a.
12. 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
In the year ended 31 December 2024, the Group did not received any information on contracts which
could result in a change in the shareholding structure in the future. However, 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.
13. 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.
14. Material contracts signed during the year, including insurance contracts and co-
operation contracts
On 15 November 2024, the Company entered into a series of share purchase agreements with, inter
alia, Peach Property Group AG and LFH Portfolio Acquico S.À R.L., as the sellers, leading to the
acquisition of the portfolio of residential assets in Germany currently held by Peach Property Group AG
In January 2025, the transaction was legally finalized, with accounting control over the entire portfolio
54
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
being acquired as of 31 December 2024. For the detailed description of the transaction please refer to
the current report no. 1/2025 from 2 January 2025 or Item 1.2 Main Events of 2024.
15. 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 2024 and 31 December 2024.
For year ended
31 December
2024
31 December
2023
€ thousand
€ thousand
Fee for audit and review of financial statements
1,025
840
Assessment of the remuneration report of the management board
and the supervisory board, and other assurance and related services
16
14
Total
1,041
854
16. Key risk factors
KEY RISK FACTORS
Risk Description Risk management method
Risk of
unfavourable
macroeconomic
trends
The Group is affected by macroeconomic
conditions, especially the 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 the
instability of the financial markets may have a
negative impact on the Group's operations,
rental income, the market value of the
Group’s properties, as well as the availability
and cost of debt financing/refinancing.
● Ongoing monitoring of the market and
macroeconomic conditions;
● securing of rental income through the
execution of long-term lease
agreements with indexed rent rates;
● ongoing analysis of the behaviour and
needs of the tenants;
● making decisions on new projects based
on current and estimated market
conditions; and
● efforts to maintain a sufficient level of
cash and available credit limits.
55
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Geopolitical
risk
Geopolitical factors, including the war in
Ukraine, the economic sanctions imposed on
Russia and Belarus, conflict in the Middle
East, tensions between China and Taiwan,
and the uncertainties surrounding US foreign
policy in light of the recent political transition
may present uncertainties for the region.
C
ombined with a number of other
macroeconomic and geopolitical factors,
including general political uncertainty in
certain countries in which the Group conducts
its operations (including Hungary and
Germany), may negatively affect the Group's
operations and financial results. The
continuation of existing conflicts may result in
further disruption in supply chains, limited
availability of subcontractors and a general
increase in the prices of materials, along with
an increase in energy prices.
● Ongoing monitoring of 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, which
result
directly from existing conflicts,
which may have impacted 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 acquisi
tion targets, investment criteria
that have been developed by the Group, and
the valuation of a project) that 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 carry out its planned sale
strategy in its entirety or in part or at the
assumed prices (which may differ from the
acquisition value) or, with respect to certain
projects, cooperation of the majority partner
in joint venture projects may be required.
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. T
he Group
may also fail to achieve its goals due to
internal and external factors of a regulatory,
legal, financial, social or operational nature,
● 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; and
● 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.
56
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
some of which may be beyond the Group’s
control, such as volatile market conditions, 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 in: (i)
innovation and technology parks; (ii)
renewable energy facilities; and (iii) broad
living sector, covering PRS, senior living and
student housing
properties. No assurance
can be given that its 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 posse
ssing good knowledge of a given
market and/or sector and an 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 geo
graphic 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 may change.
● 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; and
● 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 post-pandemic change in the typical work
model resulting in a share of employees
working in 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
a result,
could have a material adverse effect on the
●
Conducting ongoing analyses of the
latest trends based on industry reports
and own analyses of consumer
preferences;
● flexibly responding
to changing
consumer and tenant preferences;
● attempting to secure high-quality
projects that are attractive to tenants;
●
improving amenities for tenants and
implementing tenant-friendly solutions in
buildings; and
● adapting the
Group’s strategy in
accordance with the changing market
trends and situation.
57
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Group’s business, financial condition and
results of operations.
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 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 the obtaining of
an amended local spatial development plan or
planning permission. Obtaining the required
permission cannot be guarantee
d, 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 the 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;
and
●
limiting the number of new
developments of the Group conducted
at the same time (in light of the fact that
development is not a core business
operation of the Group).
Risk related to
potentially
insufficient
capital
expenditures
allocated for the
residential
portfolio in
Germany
The portfolio of residential real estate for rent
in Germany bought by the Group comprises
properties built from 1950 to 1969, along with
newer properties built from 1970 to 1984. The
Group has allocated funds for capital
expenditures
to carry out planned
refurbishment work to bring the buildings into
ESG compliance, however, it may turn out
that the allocated amount is insufficient. It
may also be the case that the buildings
require additional work that is not included in
the technical assessments of the buildings
made prior to their acquisition. Additionally,
the European Union may adopt new
regulations concerning mandatory
refurbishment that the Group will be required
● Extensive experience in bringing
buildings into ESG compliance;
● a comprehensive technical assessment
of the portfolio conducted prior to any
acquisitions; and
● monitoring regulations concerning ESG
requirements.
58
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
to perform, the costs of which are not included
in the secured capital expenditures.
Risk of not
adjusting the
Group’s
properties to
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 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 place great importance on working from
home (in an effort to generate fewer or even
no carbon emissions) instead of working from
an 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 ei
ther 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; moreover,
making such changes may require additional
capital expenditures.
● 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;
●
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;
● publishing a comprehensive ESG report
(being the first commercial developer in
CEE to do so);
●
supporting local communities and
educational and cultural activities by
working with over a hundred
organisations, including NGOs, schools
and universities;
● implementing a diversity and inclusion
policy, employing an array of employees
that vary in terms of gender, age,
education, and cultural background; and
● delivering new buildings, and acquiring
and managing assets with a focus on
environmental protection.
59
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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, Germany 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 obligat
ions 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;
and
● cooperating
with renowned legal
advisors in the jurisdictions
where the
Group conducts business activities.
Risk related to
regulations
concerning
maximum
increases of
rent in
Germany
The residential real estate for rent sector in
Germany, in which the Group commenced
operations, is tightly regulated, including
regulations concerning the maximum
increases of rent by landlords. One cannot rule
out that, in light of the current political situation
in Germany, further limits on rent increases or
even a nationwide rent freeze may be
introduced. The unpredictability of the
regulator in this respect is seen as the greatest
risk on the income side.
It is also quite relevant
that approximately 30% of the residential
portfolio of the Group is rented by public
entities. The regulatory cap on rent increases
in housing stock would be particularly adverse
in the face of rising costs (e.g. for the
maintenance and repair of apartments). This,
combined with the cost of financing for the
acquisition of the portfolio, may result in the
Group not achieving targeted investment
returns, having difficulties in the disposal of a
part of the portfolio at improved prices, and/or
the lack of repayment of the financing within
the assumed timeframe.
●
Ongoing monitoring of changes in
German laws applicable to the Group’s
operations, in particular concerning the
cap on rent increases;
●
a plan to bring buildings up to ESG
standards, which in the long term should
result in both increasing the
attractiveness of the portfolio and
decreasing the maintenance costs; and
● cooperating
with renowned legal
advisors with respect to rental
agreements and the permitted rent
increases under German law.
60
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 for 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 a risk that new tax
law regulations will be introduced, which may
result in greater costs due to circumstances
related to complying with any changed or new
regulations. Moreover, in relation to the cross-
bor
der nature of the Group’s business,
international agreements, including double
taxation 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
executing the transaction in line with
such interpretation;
● hiring
experienced accountants and
financial specialists; and
● 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 Grou
p in
connection with executed 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 executed 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 set out in such
agreements.
● Applying high standards in the fields of
health, safety and the environment;
●
monitoring 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); and
● cooperating
with renowned legal
advisors in the case of a dispute.
61
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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 the 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 sign replacement leases on
commercial terms satisfactory for the Group
(especially taking into account increasing
tenant expectations in respect of fit-out
standards and incentives)
. This risk is
particularly noticeable on the Hungarian
market, where the level of rentals as well as
pre-rentals of both the existing buildings of the
Group as well as buildings under construction
(e.g. Centerpoint 3) is not satisfactory for the
Group. This is not only due to a relatively high
office vacancy rate that is approximately 14%
but also taking into account the current
macroeconomic and poli
tical situation of
Hungary. Furthermore, it is plausible that the
vacancy rates on the private office market in
Hungary will be further reduced as a
consequence of public programmes aimed at
increasing the supply of state-controlled office
space, which is currently under construction.
All of such factors may result in the failure to
achieve the target rental level or even lead to a
further decrease of the rental level and, in
consequence, negatively affect the financial
results of the Group.
● Attempting to secure high quality projects
that are attractive to tenants;
● strengthening the rental and marketing
strategies;
● 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; and
● 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
buildings increase, the Group must cover the
portion of the service charges that is related to
the vacant space. Some of the lease
● 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; and
● limited caps on service charges passed
on to tenants.
62
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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.
Risk related to
the valuation of
the Group’s
properties
The Group’s income depends partially on
changes in the value of assets on property
markets, which are subject to fluctuations.
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 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 revenue 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 pro
jects 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
assumptio
ns 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.
●
Performing valuations of the Group’s
properties semi-annually (as at 30 June
and 31 December of each year);
● having reputable external valuers assess
the properties; and
●
conducting internal reviews of property
valuations and, if necessary, having a
certified independent appraiser confirm
such valuations.
63
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Risk related to
the Group’s
debt financing
The Group’s existing leverage and external
debt financing may have material adverse
consequences for the Group, including: (i)
increasing its vulnerability to and reduced
possibility 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, which may be necessary for the
Group to achieve the envisaged returns on its
project, as well as 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 the allotment of a
substantial portion of the Group’s cash flows
from operations to the payment of the
principal and the interest on its indebtedness;
and (v) placing the Group at a competitive
disadvantage compared to its competitors that
are less leveraged.
A potential risk of obtaining financing and/or
obtaining it on favourable terms may apply to
financing of several investment properties
under construction.
This may be due to
several factors, including low pre-leasing
levels during the construction process, slower
sales of residential units during the
construction phase. As a result, higher levels
of equity may be required to be deployed for
the purposes of development of new
investment properties and the recycling of
such equity may take longer and depend on
external conditions.
● 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 the companies
thereof 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; and
● maintaining available credit limits and
good relationships with financing banks.
Risk of the
failure to meet
obligations
under
financing
agreements
The Group could fail to make the 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 that 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
● Monitoring the regular repayment of debt
and securing funds for such repayment;
●
employing specialists responsible for
handling the existing debt financing of
the Group;
●
ensuring that loan funds are spent in
accordance with the purpose of a given
loan; and
●
conducting monitoring to ensure the
proper performance of all obligations of
the Group under existing financing
64
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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
co
mpletion of its affected projects could be
delayed or curtailed.
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. The
costs of new financing and/or refinancing may
be significantly higher than under the existing
facility agreements. 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
indebte
dness. 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 any changes in the
relevant intere
st rates may increase the
Group’s costs of borrowing in relation to
existing loans, thus impacting its profitability.
This risk is particularly relevant to the bonds
issued by the Group on 23 June 2021 with a
value of EUR 500,000,000 and a maturity date
of 23 June 2026. The Group may face
difficulties in the repayment or refinancing of
such bonds prior to their maturity date. This
may, in particular, result in the reclassification
of such bonds as short-term financial liabilities
one year prior to the repayment date. The cost
of debt following the refinancing
may be
higher than the costs under the existing
●
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;
● consolidation of cash prior to the maturity
date of the bonds through the disposal of
non-core assets;
● owning significant assets that can serve
as collateral for financing banks;
●
owning significant assets that can be
disposed of for the purposes of partial
repayment of existing debt;
●
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; and
● 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 hedging instruments.
65
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
bonds, which will affect the profitability of the
Group.
Any combination of the above may 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 income is 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 fluctuated historically. 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; and
● 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 significant
disturbance in the balance between its
receivables and liabilities, and a material cash
flow disruption in the absence of access to
debt financing.
●
Permanent monitoring of the 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;
● maintaining free credit limits on current
accounts;
● experienced management of the Group;
and
● 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.
66
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Risk Description Risk management method
Risk related to the
Group’s
controlling shareh
older
GTC’s dominant entity is Optimum
Venture Private Equity Fund
(“Optima
”), which indirectly holds
62.61% of the shares in the
Company’s share capital. Optima is
controlled by Pallas
Athéné Domus
Meriti, a Hungarian foundation which
was founded by the National Bank of
Hungary.
Optima and the foundation controlling
it have recently been the subject of
ongoing
media reports and public
commentary relating to alleged
irregularities. These matters do not
concern the Company, any of its group
companies, or their respective
employees. The Company remains an
independent legal entity, not
responsible for, nor guaranteeing, any
obligations of its shareholders. None
of the Company’s assets have been
pledged as collateral in relation to any
liabilities of its shareholders, nor do
the Company’s shareholders provide
any form of financing to the Company
beyond their already-
fulfilled equity
contributions.
While the Company is not involved in
any way in these matters, and
operates under the oversight of the
supervisory board (several of the
members of which are independent), it
cannot be ruled out that further
developments, depending on their
nature and publ
ic response, could
affect the perception of the Company
among certain investors, financing
institutions, or business partners. This
could potentially influence the
Company’s ability to access capital,
refinance the existing debt, or pursue
certain commercial opportunities.
Moreover, the Group cannot exclude
the risk of a potential conflict of
● Applying most of the 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), adhering
to
independence criteria for at least two
supervisory board members, and special
approval requirements for related-party
transactions; and
●
periodic monitoring of media reports,
adhering to high standards of corporate
governance, transparency, and operational
independence.
67
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
interest between Optima 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 it might compete
over investments.
Risk associated
with related-party
transactions
As the Group
executes 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;
●
monitoring market practice (including the
approach of the authorities) in determining
arm’s-length terms for the purpose of related-
party transactions; and
● cooperating with experienced tax and legal
advisors.
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 i
nvestors, 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 repatriatio
n, 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
● 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 a detailed due diligence review
prior to making a decision on whether to
proceed with a new project;
● implementing legal protection measures in
concluded contracts; and
●
securing rental income by way of the
execution of long-term lease agreements.
68
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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
t
o risks related to investing in real
estate in CEE and SEE countries
resulting from the unregulated or
uncertain legal status of certain real
properties (e.g. due to reprivatisation
claims).
Risk related to
operations in a
new geographical
market (Germany)
I
n 2024, the Group commenced
operations in Germany in the
residential sector (an operating
portfolio of residential real estate for
rent and a portfolio of senior housing
for rent that is under construction).
The German economy continues to
face headwinds and is experiencing
significant difficulties amid a loss of
competitiveness and weak domestic
and foreign demand for manufactured
goods. Combined with the unstable
political situation in the country, this
crea
tes uncertainty as to future
political or econom
ic decisions that
may affect the Group's operations on
the German market. In particular,
certain political decisions as well as
the economic crisis may cause an
outflow of immigrants from Germany,
which in turn may reduce the demand
for rental housing.
Such situation may
result in a reduction of the Group's
profit or a failure to achieve the
expected level of profitability of its
investments in Germany in the
residential real estate for rent sector.
Furthermore, the Group may
encounter additional challenges
associated with the commencement
of activities in an entirely new
●
Ongoing monitoring of the geopolitical
situation as well as the
market and
macroeconomic conditions in Germany in
terms of their potential impact on the Group;
●
satisfactory results of comprehensive
analyses of new sectors on the German
market conducted prior to any acquisitions;
● as at the date of this Report, the Group has
not identified specific risks that result directly
from the economic and/or political situation in
Germany and that have an impact on the
Group’s operations, financial results or
development process.
69
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
geographical market and a segment
of the real estate market in which it
has limited prior experience,
expertise, or personnel.
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; and
● building employee awareness in the field of
cybersecurity.
17. 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);
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
70
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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
("sqm") 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;
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.
18. Statement on the application of the principles of corporate governance for the
financial year ended 31 December 2024
Globe Trade Centre S.A.
STATEMENT ON APPLICATION OF THE PRINCIPLES OF
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024
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 .................... 4
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 .. 6
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 ....................................................................................... 7
7. Restrictions concerning the transfer of the ownership title to securities in Globe Trade Centre S.A.. 7
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. ................................... 7
9. Overview of the procedure of amending the Company’s articles of association ................................. 7
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 ...................................................... 8
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. .......... 9
12. Audit partner .................................................................................................................................... 14
13. Diversity policy in terms of the management, supervisory, or administrative bodies
of the Company. .................................................................................................................................... 16
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 2024.
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 2024, the Company did not comply with three principles as informed in its statement of compliance
with the Best Practice of GPW Listed Companies 2021, including:
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.
4
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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
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.
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.
Additionally, on 10 December 2024, the GTC Group reported the incidental violation of rule 1.7 of the
Best Practice for GPW. On 27 November 2024, the Management Board of GTC. received a
shareholder’s request for information concerning the company pursuant to Article 428 § 6 of the
Commercial Companies Code, i.e. outside the Company’s general meeting.
Under Article 428 § 6 of the Commercial Companies Code, where a shareholder submits a request for
information regarding the Company outside the general meeting, the management board may provide
the requested information in writing, subject to the limitations set out in Article 428 § 2 of the Commercial
Companies Code. This provision is discretionary, enabling the management board to determine whether
such information should be provided. Furthermore, pursuant to Article 428 § 2, the management board
is obliged to withhold information if its disclosure could harm the Company, its affiliates, or its
subsidiaries, particularly by revealing technical, commercial, or organisational secrets of the enterprise.
In view of the above, compliance with Rule 1.7 of the Best Practice for GPW Listed Companies 2021,
i.e., immediately providing information to an investor about the Company, would contradict the
restrictions under the provision of Article 428 § 2 of the Commercial Companies Code. This is because,
in the Company's view, providing certain information requested by the shareholder could result in harm
to the Company and its subsidiaries, particularly through the disclosure of commercially sensitive
information. Furthermore, certain requested information is protected by confidentiality agreements
binding the Company, and its disclosure without prior third-party consent could breach these
agreements, exposing the Company to potential claims for damages and reputational harm. For the
outstanding information, following a cautious approach and taking into account the discretionary nature
of Article 428 § 6 of the Commercial Companies Code, the Company’s management board decided not
to disclose the information covered by the shareholder's request.
5
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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 servic
e 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
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.
6
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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 2024 and the date of this
report.
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 2024 and the date of this report:
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
Sep 2024
(not in million)
GTC Dutch Holdings B.V. 337,637,591 58.80% 337,637,591 58.80% No change
GTC Holding Zártkörűen
Működő Részvénytársaság¹
21,891,289 3.81% 21,891,289 3.81%
No change
Allianz OFE 62,330,336 10.85% 62,330,336 10.85%
No change
OFE PZU Złota Jesień 54,808,287
9.54%
54,808,287 9.54%
No change
Other shareholders 97,587,619 17.00% 97,587,619 17.00% No change
Total 574,255,122 100.00% 574,255,122 100.00% No change
¹ Ultimate shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which
indirectly holds 359,528,880 shares of GTC S.A., entitling to 359,528,880 votes in the Company, representing 62.61% of the
Company’s share capital and carrying the right to 62.61% of the total number of votes in GTC S.A.
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.
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%
7
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.
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.
8
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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
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.
9
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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 2024,the management board was composed of three 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 management board as of 31 December 2024:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment
for the current
term
Last financial
year of service
as board
member
Gyula Nagy
President of the
management board
2023
2023
2026
Balázs Gosztonyi
Member of the management
board and CFO
2024
2024
2027
Zsolt Farkas
Member of the management
board and CSO
2023
2023
2026
Detailed description of changes in composition of the management board is presented under Item 1.4
of Management board’s report on the activities of Globe Trade Centre S.A. Capital Group in the financial
year ended 31 December 2024 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.
10
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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.
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 2024, 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
Last financial
year of
service as
board
member
Lapse of the
appointment
János Péter Bartha
Chairman of the
supervisory board
Independent Member of
the supervisory board ¹
2020 2024 2027 2028
Csaba Cservenák*
Member of the
supervisory board
2024 2024 2027 2028
Lóránt Dudás*
Member of the
supervisory board
2020 2024 2027 2028*
Magdalena
Frąckowiak
Independent member of
the supervisory board ¹
2024 2024 2027 2028
László Gut
Member of the
supervisory board
2023 2023 2026 2027
Dominik
Januszewski
Independent member of
the supervisory board ¹
2023 2023 2026 2027
Artur Kozieja
Shareholder Meeting
Delegate ²
Independent member of
the supervisory board ¹
2022 2022 2025 2026
Marcin Murawski
Independent member of
the supervisory board ¹
2013 2022 2025 2026
Dr. Tamás Sándor*
Independent member of
the supervisory board ¹
2024 2024 2027 2028
Bálint Szécsényi*
Member of the
supervisory board
2020 2024 2027 2028
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 5 January, Mr. Lóránt Dudás resigned from the position of member of the Supervisory Board of GTC S.A.
On 18 March 2025 Mr. Bálint Szécsényi resigned from the position of member of the Supervisory Board of GTC S.A.
On 22 April 2025 Mr. Csaba Cservenák and Dr. Tamás Sándor were revoked from the position of member of the
Supervisory Board of GTC S.A.
11
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
Detailed description of changes in composition of the management board and the supervisory board is
presented under Item 1.4 of Management board’s report on the activities of Globe Trade Centre S.A.
Capital Group in the financial year ended 31 December 2024 and by the date of the report publication.
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
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.
12
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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.
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 2024, the Audit Committee meet 5 times in total.
13
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 details on the Audit Committee members as of 31 December 2024:
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
Marcin Murawski
Chairman of the
audit committee
Yes Yes ² Yes
Artur Kozieja
Member of the
audit committee
Yes Yes ¹ Yes ¹
János Péter Bartha
Member of the
audit committee
Yes Yes³ No
Tamás Sándor
Member of the
audit committee
Yes No No⁴
László Gut
Member of the
audit committee
No
Yes
⁵ No⁵
Lóránt Dudás
Member of the
audit committee
No No⁶ Yes⁶
Dominik
Januszewski
Member of the
audit committee
Yes
Yes⁷ Yes ⁷
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
Suisse First Boston in 1990, and Head of Credit Suisse First Boston in Central and Eastern Europe in
1994.
⁴ Dr. Tamas Sandor is a specially trained and experienced attorney-at-law who was and has been
member and/or chairman of Supervisory Boards of several companies in the Hungarian market. Mr.
Sandor has more than 17 years of experience as a lawyer in international Real Estate Development and
M&A markets, as well as in corporate governance and commercial law. Mr. Sandor has acquired
postgraduate Master of Laws (LL.M.) in Real Estate Law in 2010 at Eötvös Lóránd University (ELTE) –
Budapest.
⁵ László Gut graduated from the Faculty of Finance and Accountancy of the Budapest Business School
in 2014. Mr. Gut started his career as an auditor at Ernst & Young, gaining significant experience –
among others - in real estate and oil & gas industries. As an auditor, he observed the operation of listed
companies from close and participated in a number of management boards, audit committee and
supervisory board meetings. After 8 years, he decided to look for new challenges in his professional
career and joined Optima Investment Ltd. Since January 2022 he leads the financial department.
14
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
⁶ Dr. Lóránt Dudás has more than 17 years of experience as a lawyer in international real estate
development and finance. Dr. Dudás worked for Optima Investment Ltd., where he started as senior
legal counsel to become a General Counsel and Member of the Board. He advises on real estate,
corporate and commercial law and investment law matters. Prior to joining Optima Investment Ltd, Dr.
Dudás provided support to Takarékbank Zrt. as senior legal counsel (2014-2016); worked as a senior
attorney focusing on real estate, corporate and commercial law and dispute resolution in CHSH Dezső
& Partners International Law Firm (2011-2014). Between 2007 and 2011 he provided general legal
support to an economic and financial agency that supported the Ministry of Defence. Dr. Dudás also
studied economics at the Faculty of International Business Economics of the Budapest Business School,
as well as completed the Corporate Compliance training program of the Budapest Institute of Banking
(BIB) and the International Training Center for Bankers.
⁷ Dominik Januszewski is a Polish Chartered Auditor. Mr. Januszewski is a Senior Advisor in the field of
management and finance with more than 25 years of experience in Ernst&Young and Artur Andersen.
Between 2005-2019 he worked as a Partner in Ernst&Young, responsible for business advisory,
transaction consulting, privatization projects, as well as financial audits. Between 2016 and 2019 was a
member of European Executive Boards of Ernst&Young Financial Sector Division. He completed many
professional trainings relating to advisory and management. Dominik Januszewski graduated from
University of Łódź, Economics and Sociology Department, Finance and Banking Faculty.
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 2024, the Remuneration Committee meet 4 times in total.
The following table presents the details on the Remuneration Committee members as of 31 December
2024:
Member
Function
Janos Peter Bartha
Chairman of the remuneration committee
Artur Kozieja
Member of the remuneration committee
Marcin Murawski
Member of the remuneration committee
Tamás Sándor
Member of the remuneration committee
László Gut
Member of the remuneration committee
Lóránt Dudás
Member of the remuneration committee
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
2024, including review of the remuneration report.
15
All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise
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.
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;
16
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
Balázs Gosztonyi, Member of the Management Board
hereby represents that:
- to the best of its knowledge the consolidated financial statements for year ended 31 December 2024
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, 29 April 2025
Gyula Nagy, Zsolt Farkas, Balázs Gosztonyi,
President of the Management Board Member of the 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 2024 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 2024 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, 29 April 2025
Gyula Nagy, Zsolt Farkas, Balázs Gosztonyi,
President of the Management Board Member of the 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, 29 April 2025
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 2024,
- standalone financial statements of the issues for year 2024,
- consolidated financial statements of the capital group of the issuer for the year 2024.
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 2024 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
2024.
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 2024 and report on activities of the Company and the Company’s capital group for the year
2024 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
2024, 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 2024 and the report on activities of the Company and the Company’s capital group for the
year 2024 based on:
- content of the above statements, submitted by the Company’s Management Board;
- draft of the 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 2024 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, 29 April 2025
János Péter Bartha
Chairman of the Supervisory Board
