25940046GV7I3I2ZN618

GLOBE TRADE CENTRE S.A.

CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions of EUR)

The accompanying notes are an integral part of these Consolidated Financial Statements

2

Note 31 December 2025 31 December 2024

ASSETS

Non-current assets

Investment property 17

2,574.6 2,674.6

Residential landbank 19

28.9 35.8

Property, plant and equipment 16

9.8 15.3

Blocked deposits 22

13.2 15.8

Deferred tax asset 15

11.9 3.4

Derivative financial assets 20

- 0.4

Non-current financial assets measured at fair value

through profit or loss

18

156.3

154.7

Other non-current assets

3.2 3.2

Loan granted to non-controlling interest partner 25

- 11.6

2,797.9 2,914.8

Current assets

Accounts receivables

14.9 19.6

Loan granted to non-controlling interest partner 25

11.0 -

VAT and other tax receivables

3.3 5.9

Income tax receivables

2.3 2.0

Prepayments and other receivables 29

34.1 38.6

Derivative financial assets 20

0.7 5.6

Short-term blocked deposits 22

277.1 26.5

Cash and cash equivalents 23

107.2 53.4

Assets held for sale 30

19.6 157.2

470.2 308.8

TOTAL ASSETS

3,268.1 3,223.6

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in millions of EUR)

The accompanying notes are an integral part of this Consolidated Financial Statements

3

Note 31 December 2025 31 December 2024

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital 31

12.9 12.9

Share premium

668.9

Participating notes 31

41.7

Capital reserve 31

(60.6) (72.3)

Hedge reserve 20

(11.5) (13.7)

Foreign currency translation reserve

(2.5) (2.6)

Accumulated profit

31

337.9 492.9

986.8 1,127.8

Non-controlling interest

25

47.6 48.5

Total Equity 1,034.4 1,176.3

Non-current liabilities

Long-term portion of borrowings 26

1,025.2

1,389.6

Lease liabilities 27

36.4 37.0

Deposits from tenants 24

12.7 15.8

Liabilities for put options on non-controlling interests

and other long-term payables

28

24.7

40.2

Derivative financial liabilities 20

21.3

37.0

Deferred tax liabilities

15

127.7 136.5

1,248.0 1,656.1

Current liabilities

Current portion of borrowings 26

889.0

220.0

Trade payables and provisions 21

78.7

62.9

Liabilities related to assets held for sale 30

-

69.2

Deposits from tenants 24

8.6

3.6

VAT and other taxes payables

7.8

2.1

Income tax payables

1.0

1.5

Other financial liabilities 9

0.6 31.7

Derivative financial liabilities 20

-

0.2

985.7 391.2

TOTAL EQUITY AND LIABILITIES

3,268.1 3,223.6

CONSOLIDATED INCOME STATEMENT

(in millions of EUR)

The accompanying notes are an integral part of this Consolidated Financial Statements

4

Note

Year ended

31 December 2025

Year ended

31 December 2024

Rental revenue 10,14 154.1

140.3

Service charge revenue 10,14

48.0

47.2

Service charge costs 10,14

(72.7)

(

57.0

)

Gross margin from operations 129.4

130.5

Selling expenses 11

(2.5)

(2.0)

Administration expenses 12

(37.1)

(18.0)

Loss from revaluation of investment properties 17

(147.1)

(

4.7

)

Profit from revaluation of financial assets

1.2

2.5

Other income

0.9

1.4

Other expenses

(17.6)

(

7.1

)

Net operating result (72.8) 102.6

Foreign exchange differences

(0.7)

(0.6)

Financial income 13

7.8

3.6

Financial costs 13

(94.3)

(43.7)

Result before tax (160.0) 61.9

Income tax expense 15

5.4

(

8.9

)

Result for the year

(154.6) 53.0

Attributable to:

Equity holders of the Parent Company

(155.0)

50.9

Non-controlling interest 25

0.4

2.1

Basic earnings per share (in euro) 32

(0.27)

0.09

Diluted earnings per share (in euro) 32

(0.27)

0.08

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions of EUR)

The accompanying notes are an integral part of this Consolidated Financial Statements

5

Year ended

31 December 2025

Year ended

31 December 2024

Result for the year (154.6)

53.0

Net other comprehensive income for the period, net of tax

not to be reclassified to profit or loss in subsequent periods

- -

Result on hedge transactions 2.1

(18.3)

Deferred tax relating to these items 0.1

2.3

Net result on hedge transactions 2.2 (16.0)

Foreign currency translation 0.1 -

Net other comprehensive income for the period, net of tax

to be reclassified to profit or loss in subsequent periods

2.3

(16.0)

Total comprehensive income for the year (152.3) 37.0

Attributable to:

Equity holders of the Parent Company (152.7)

34.9

Non-controlling interest 0.4

2.1

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in millions of EUR)

The accompanying notes are an integral part of this Consolidated Financial Statements

6

Share capital

Share

premium

Participating

notes Capital reserve Hedge reserve

Foreign

currency

translation

reserve

Accumulated

profit Total

Non-

controlling

interest

(“NCI”) Total

Balance as of

1 January 2025

12.9

668.9 41.7 (72.3) (13.7) (2.6) 492.9 1,127.8 48.5 1,176.3

Other comprehensive

income/(loss)

- - - - 2.2 0.1 - 2.3 - 2.3

Result for the year

- - - - - - (155.0) (155.0) 0.4 (154.6)

Total comprehensive

income

- - - - 2.2 0.1 (155.0) (152.7) 0.4 (152.3)

Transaction with NCI

(see note 9)

- - - 11.7 - - - 11.7 - 11.7

Other - - - - - - - - 0.8 0.8

Dividend to NCI

(see note 25)

- - - - - - - - (2.1) (2.1)

Balance as of

31 December 2025

11,007 550,522 (49,489) (11,930) (2,553) 460,053 957,610 16,538 974,148

12.9 668.9 41.7 (60.6) (11.5) (2.5) 337.9 986.8 47.6 1,034.4

Share capital

Share

premium

Participating

notes Capital reserve Hedge reserve

Foreign

currency

translation

reserve

Accumulated

profit Total

Non-

controlling

interest

(“NCI”) Total

Balance as of

1 January 2024

12.9

668.9 - (49.3) 0.7 (2.6) 471.3 1,101.9 24.3 1,126.2

Other comprehensive

income/(loss)

- - - - (16.0) - - (16.0) - (16.0)

Result for the year

- - - - - - 50.9 50.9 2.1 53.0

Total comprehensive

income

- - - - (16.0) - 50.9 34.9 2.1 37.0

Issuance of participating

notes

- - 41.7 - - - - 41.7 - 41.7

Other movements - - - 0.5 1.6 - - 2.1 - 2.1

Dividend paid

- - - - - - (29.3) (29.3) - (29.3)

Transaction with NCI - - - (23.5) - - - (23.5) 23.6 0.1

Dividend paid to NCI - - - - - - - - (1.5) (1.5)

Balance as of

31 December 2024

11,007 550,522 (49,489) (11,930) (2,553) 460,053 957,610 16,538 974,148

12.9 668.9 41.7 (72.3) (13.7) (2.6) 492.9 1,127.8 48.5 1,176.3

CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions of EUR)

The accompanying notes are an integral part of this Consolidated Financial Statements

7

Note

Year ended

31 December 2025

Year ended

31 December 2024

CASH FLOWS FROM OPERATING ACTIVITIES

Result before tax (160.0) 61.9

Adjustments for:

Result from revaluation of investment properties and financial assets 17

145.9

2.2

Foreign exchange differences

0.7 0.6

Financial income 13

(7.8) (3.6)

Financial costs 13

94.3

43.7

Expenditure on residential landbank

(1.4) (7.5)

Depreciation 16

1.5 1.4

Other

6.6

-

Operating cash before working capital changes

79.8

98.7

Decrease/(increase) in accounts receivables and other current assets 4.8 (1.3)

Increase in deposits from tenants

1.9 1.6

Increase / (decrease) in trade and other payables

(1.7)

6.9

Cash generated from operations

84.8 105.9

Tax paid in the period

(9.1)

(7.9)

Net cash from operating activities

75.7 98.0

CASH FLOWS FROM INVESTING ACTIVITIES

Expenditure on investment property 17

(74.6)

(71.7)

Sale of investment property 9

97.9

-

Increase in short term deposits designated for bonds refinancing 9 (432.3) -

Decrease in short term deposits designated for bonds refinancing 9

195.4

-

Purchase of completed assets and land

17

-

(172.0)

Purchase of investment property under construction

9

-

(12.0)

Cash outflow for deposit arran

g

ement

9

(44.0)

-

Cash inflow for deposit arrangement

9

44.0 14.2

Sale of subsidiary, net of cash in disposed assets 9

32.7 14.5

Sale of non-current financial assets 9,18

4.5

-

Expenditure on non-current financial assets

(4.3) (7.2)

Expenditure on the option to purchase shares 9

(47.3)

-

Change in advances received for assets held for sale

0.8 (0.4)

VAT/tax on purchase/sale of investment property

1.4 (2.8)

Interest received

3.9

2.9

Net cash used in investing activities

(221.9)

(234.5)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings - loans 26 84.0 265.2

Proceeds from borrowings - bond 26

432.3

-

Repayment of borrowings 26

(218.5)

(55.9)

Interest paid 26

(63.8) (35.2)

Dividend paid to shareholders

-

(29.6)

Repayment of lease liability 27

(1.0)

(0.8)

Loans origination costs 26

(23.0) (3.4)

Dividend paid to non-controlling interest 25

(1.1) (0.9)

Decrease/(increase) in short term deposits

(11.1)

(9.4)

Other

1.3 -

Net cash from financing activities

199.1 130.0

Net foreign exchange differences, related to cash and cash equivalents (0.9) 1.3

Net change in cash and cash equivalents 52.0 (5.2)

Cash and cash equivalents at the beginning of the period 23 55.2

60.4

Cash and cash equivalents at the end of the period 23

107.2 55.2

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

8

1. Principal activities

Globe Trade Centre S.A. (the “Company”, “GTC S.A.” or “GTC”) with its subsidiaries (“GTC Group” or “the Group”)

is an international real estate developer and investor. The Company was registered in Warsaw on 19 December

1996. The Company’s registered office is in Warsaw (Poland) at Komitetu Obrony Robotników 45a. The Company

owns, through its subsidiaries, commercial and residential real estate companies with a focus on Poland, Hungary,

Germany, Bucharest, Belgrade, Zagreb and Sofia. There is no seasonality in the business of the Group

companies.

The Group’s main business activities are development and rental of office, retail and residential space.

As of 31 December 2025, and 31 December 2024, the number of full-time equivalent working employees in the

Group companies was 246 and 242, respectively.

GTC is primarily listed on the Warsaw Stock Exchange and inward listed on Johannesburg Stock Exchange.

As of 31 December 2025, the majority shareholder of the Company is GTC Dutch Holdings B.V. (“GTC Dutch”)

who holds 337.637.591 shares in the Company representing 58.80% of the Company’s share capital, entitling to

337,637,591 votes in the Company, representing 58.80% of the total number of votes in GTC S.A. Additionally,

GTC Holding Zrt. holds 21,891,289 shares, entitling to 21,891,289 votes in GTC S.A., representing 3.81% of the

Company’s share capital and carrying the right to 3.81% of the total number of votes in GTC S.A. 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.

The ultimate controlling party of the Group is Pallas Athéné Domus Meriti Foundation.

2. Functional and presentation currencies

The functional currency of GTC S.A. and most of its subsidiaries is euro, as the Group primarily generates and

expends cash in euro: prices (rental income) are denominated in euro and all borrowings are denominated in euro

or hedged to euro through swap instruments. The functional currency of some of GTC’s subsidiaries is other than

euro.

All the financial data in these consolidated financial statements are presented in euro and expressed in million

unless indicated otherwise. The financial statements of those companies prepared in their functional currencies

are included in the consolidated financial statements by a translation into euro using appropriate exchange rates

outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates. Assets and liabilities are translated at the

period end exchange rate, while income and expenses are translated at average exchange rates for the period if

it approximates actual rate. All resulting exchange differences are classified in equity as “Foreign currency

translation reserve” without affecting earnings for the period.

For companies with euro as a functional currency, transactions denominated in a foreign currency (including PLN)

are recorded in euro at the actual exchange rates prevailing at the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies are revalued at period-end using period-end exchange rates. Foreign

currency translation differences related to valuation as of balance sheet date and settlement of monetary positions

denominated in foreign currency are charged to the income statement. The following exchange rates were used

for measurement purposes:

31 December 2025 31 December 2024

PLN/EUR 4.2267 4.2730

USD/EUR 1.1736 1.0419

HUF/EUR 385.37 410.09

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

9

3. Basis of preparation and statement of compliance

The Company maintains its books of account in accordance with accounting principles and practices employed

by enterprises in Poland as required by the Polish accounting regulations. The companies outside Poland

maintain their books of account in accordance with local GAAP. The consolidated financial statements include

a number of adjustments not included in the books of account of the Group entities, which were made in order

to bring the financial statements of those entities to conformity with IFRS.

These consolidated financial statements have been prepared in accordance with International Financial Reporting

Standards ("IFRS”) as adopted by the EU (“EU IFRS"). At the date of authorisation of these consolidated financial

statements, taking into account the EU IFRS's ongoing process of IFRS endorsement and the nature of the

Group's activities, there is no difference between IFRS as adopted by International Accounting Standards Board

and IFRS endorsed by the European Union.

4. Going concern

The Group’s policies and processes are aimed at managing the Group’s capital, financial and liquidity risks

on a sound basis. The Group meets its day to day working capital requirements through the generation

of operating cash-flows from rental income. Further details of liquidity risks and capital management processes

are described in note 35.

As of 31 December 2025, the Group’s negative net working capital (defined as current assets less current

liabilities) amounted to EUR 515.5. It was mainly a result of presentation of EUR 303.7 Senior Unsecured Notes

(“SUNs”) issued by GTC Aurora Luxembourg S.A. and bank loans in German entities (EUR 137.0), Hungarian

entities (EUR 124.0), Polish entities (EUR 85.7) and Croatian entity (EUR 42.5) as current liabilities. As of the

date of approval of these financial statements, the amount of EUR 634.2 of short-term bank loans and bonds was

refinanced.

Moreover, as of 31 December 2025 debt of EUR 190 in GTC Paula SARL was presented as current liability due

to the events of default following certain breaches of facility agreement. The breach consisted of the failure to fulfil

certain obligations under the agreement within the required timeframe, which, in accordance with the financing

agreement, entitled the lender to demand immediate repayment of the debt. In February 2026, the lender waived

its right to demand immediate repayment arising from the above-mentioned breach and agreed to extend the

deadlines for the fulfilment of the specified obligations, with the nearest deadline falling on 15 March 2026. As at

the date of approval of these financial statements, the Group complies with the conditions set out in the waiver

and is undertaking the actions necessary to fulfil the remaining obligations within the extended timeframe.

The Management Board is required to assess whether it is appropriate to prepare the consolidated financial

statements on a going concern basis. In forming this assessment, the Management Board has analysed cash

flow projections for a period of at least 12 months from the date of approval of these consolidated financial

statements considering the timing, nature and scale of potential financing needs of the Group. The Management

Board took into account in the analysis available cash on hand, expected operating cashflows, results of

refinancing process occurred after balance sheet date, additional external financing and proceeds from the

disposal of particular assets.

After the completion of the SUNs refinancing process in March 2026, the total outstanding debt from bonds

amounts to the nominal value EUR 455.0, with a maturity date in October 2030 (see more details in note 9).

Following the successful placement of senior secured notes, the Group has observed an improvement in banks’

perception of its creditworthiness. Subsequent to the year-end but prior to the approval of these financial

statements, the Group successfully refinanced (an agreement has been signed or positive decision from the

lender has been issued) its short-term bank loans in the amount of EUR 330.5, which were classified as current

liabilities as of 31 December 2025. The positive refinancing of loans, together with the bond refinancing, has

resulted in the GTC Group having significant improvement of net working capital and its liquidity.

The Management Board is of the view that, in light of the completed bond refinancing and the subsequent

refinancing of short term bank loans, the Group will have adequate liquidity and cash resources to continue

operations in the foreseeable future and, as a result, no material uncertainty exists that may cast significant doubt

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

10

on the Group’s ability to continue as a going concern. Accordingly, the Management Board considers it

appropriate to prepare these consolidated financial statements on a going concern basis.

Impact of the situation in Ukraine on GTC Group

As at the date of these financial statements, the direct impact of the war in Ukraine on the Group’s operations

is not material. However, it is not possible to estimate the scale of such impact in the future and due to high

volatility, the Company monitors the situation on an ongoing basis and analyses its potential impact both from the

perspective of individual projects and the entire Group and its long-term investment plans.

5. Accounting policies

The accounting policies adopted in the preparation of these consolidated financial statements are consistent with

those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31

December 2024 except for the new standards, which are effective as of 1 January 2025 and other changes (see

note 6).

6. New standards and interpretations that have been issued

STANDARDS ISSUED AND EFFECTIVE FOR FINANCIAL YEARS BEGINNING ON OR AFTER

1 JANUARY 2025:

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates. On 15 August 2023, the

IASB issued amendments to IAS 21 that clarify when a currency is considered exchangeable into another

currency and, in situations where exchangeability is lacking, specify how an entity should determine the

exchange rate to be used, as well as the disclosures required in such circumstances. The amendments

aim to ensure consistent application of the principles for determining exchange rates in conditions of

non‑exchangeability and to enhance the transparency of related disclosures. In accordance with

Regulation (EU) 2024/2862, all entities apply the amendments no later than for annual reporting periods

beginning on or after 1 January 2025.

The Group’s assessment is that the above changes have no material impact on the financial statements of the

Group as well as on the Group’s equity or net result.

Additionally, starting with the 2025 financial statements, the Company's Management Board decided to change

the presentation of the profit/(loss) from revaluation by separating the revaluation of financial assets. This change

aims to provide a more transparent presentation of data in the consolidated financial statements. No corrections

of errors or changes to comparative data were made, other than the change mentioned above.

STANDARDS ISSUED BUT NOT YET EFFECTIVE:

Adopted by the European Commission

• IFRS 18 Presentation and Disclosure in Financial Statements. On 9 April 2024, the IASB issued IFRS

18, which will replace IAS 1 and introduces a new structure for the statement of profit or loss based on

five defined categories, together with mandatory subtotals and disclosures on management‑defined

performance measures (MPMs). The objective of the standard is to enhance comparability and

transparency of the information presented. IFRS 18 will be effective for annual reporting periods

beginning on or after 1 January 2027 and requires retrospective restatement of comparative information

for 2026.

• Amendments to IFRS 9 and IFRS 7 on classification, measurement and disclosures of financial

instruments (including electricity contracts and electronic settlement systems). In May 2024, the IASB

published amendments to IFRS 9 and IFRS 7 that clarify the classification of financial assets with

contingent features (including ESG‑linked features) and the accounting for liabilities settled through

electronic payment systems, as well as refine the assessment of selected electricity‑related contracts

with regard to the SPPI criterion and characteristics of cash flows. At the same time, the amendments

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

11

introduce expanded disclosure requirements for equity instruments measured at fair value through other

comprehensive income and for instruments with contingent features. The amendments aim to ensure

consistent application of the classification and measurement principles and an appropriate presentation

of risks associated with financial instruments. They will apply for annual reporting periods beginning on

or after 1 January 2026.

• Annual improvements to IFRS Standards. The IASB issued a package of amendments covering, among

others, IFRS 1, IFRS 7, IFRS 9 and IAS 7, designed to clarify existing recognition, presentation and

disclosure requirements and to enhance consistency in the application of IFRS Standards. The

amendments relate to selected paragraphs and generally have a clarifying character. The improvements

will be effective for annual reporting periods beginning on or after 1 January 2026.

Not yet adopted by the European Commission

•  IFRS 19 Subsidiaries without Public Accountability: Disclosures. Published by the IASB on 9 May 2024

and amended on 21 August 2025, IFRS 19 provides a reduced disclosure framework for subsidiaries

without public accountability that apply IFRS Accounting Standards in their financial reporting. The

standard is intended for subsidiaries that do not issue debt or equity instruments in public markets and

do not hold assets in a fiduciary capacity for a broad group of outsiders. Application of IFRS 19 is

optional, and the standard offers a simplified disclosure set while preserving recognition and

measurement requirements of full IFRS. IFRS 19 is effective for annual reporting periods beginning on

or after 1 January 2027.

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates. Issued by the IASB on 13

November 2025, the amendments establish clear guidance on determining the exchange rate to use

when a currency is not exchangeable and define the disclosures required in such circumstances. The

changes aim to reduce diversity in practice and provide a consistent basis for translating financial

statements when hyperinflationary or restricted‑currency environments are involved. The amendments

are effective for annual reporting periods beginning on or after 1 January 2027.

The Group is currently assessing the impact of the amendments on its financial statements. The requirements of

the new IFRS 18 standard mainly concern three issues: the statement of profit or loss, required disclosures

regarding performance measures and issues related to the aggregation and disaggregation of information

included in the financial statements, which will affect the data presentation and disclosures in the consolidated

financial statements.

Other standards issued but not effective are not expected to impact the Group’s financial statements.

The effective dates are dates provided by the International Accounting Standards Board. Effective dates in the

European Union may differ from the effective dates provided in standards and are published when the standards

are endorsed by the European Union.

7. Material accounting policy information

(a) BASIS OF ACCOUNTING

The consolidated financial statements have been prepared on a historical cost basis, except for investment

properties, investment property under construction (“IPUC”) if the certain condition described in note 17(ii) are

met, share based payments, non-current financial assets and derivative financial instruments that have been

measured at fair value.

Key accounting principles are described in particular notes and significant accounting judgements and estimates

are presented below.

(b) ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with International Financial Reporting Standards requires

Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

contingent assets and liabilities at the balance date. The actual results may differ from these estimates.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

12

Investment property represents property held for long-term rental yields. Investment property is carried at fair

value, which is established at least annually by an independent registered valuer based on discounted projected

cash flows from the investment property using the discount rates applicable for the local real estate market and

updated by the Management judgment or - as deemed appropriate – on the basis of the income capitalisation

or the yield method. The applied methods and main assumptions are defined by the valuers and are disclosed

in note 17.

The Group makes estimates in determining the value of assets and liabilities recognised in the financial

statements after the acquisition.

The Group uses estimates in determining the depreciation rates used (note 16, note 27).

The fair value of financial instruments for which no active market exists is assessed by means of appropriate

valuation methods. In selecting the appropriate methods and assumptions, the Group applies professional

judgment (note 18).

The Group uses estimates in determining the settlement of share-based payments in cash.

(c) SIGNIFICANT ACCOUNTING JUDGEMENTS

In the process of applying the Group’s accounting policies, management has made the following judgments:

The functional currency of GTC S.A. and most of its subsidiaries is euro, as the euro has a significant and

pervasive impact on them:

• valuation of investment properties is carried out in euro;

• loans and borrowings are mainly denominated in euro. Debt in other currencies (bonds in HUF) is hedged

to euro through cross currency interest rate swaps;

• the majority of all lease contracts are denominated in euro.

The Group entered into commercial property leases on its investment property portfolio. The Group determined

that it retains all the significant risks and rewards of ownership of these properties which are leased out on such

operating leases.

Significant accounting judgements related to investment property are presented in note 17(ii), related

to determination of IPUC valuation.

Significant accounting judgements related to market liquidity of investment property are presented in note 35.

The Group classifies its residential inventory to current or non-current assets, based on their development stage

within the business operating cycle. The normal operating cycle in most cases does not exceed 5 years.

Residential projects, which are active, are classified as current inventory. Residential projects which are planned

to be completed in a period longer than the operating cycle are classified as residential landbank under

non-current assets.

The Group determines whether it controls an investee based on IFRS 10.

The Group determines based on IAS 32 if instrument fulfils requirements to be classified as debt or equity.

The Group determines whether a transaction or other event is a business combination by applying the definition

of a business in IFRS 3.

The Group determines whether controls over an investee is lost based on requirements in IFRS 10.

The Group assess when the liabilities for exercising the options to acquire non-controlling interest are recognised

and whether these options transfer risks and rewards to the Group or leave them with non-controlling interest.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

13

The Group recognises deferred tax asset based on the assumption that taxable profits will be available

in the future against which the deferred tax asset can be utilised. Deterioration of future taxable profits might

render this assumption unreasonable (note 15).

Deferred tax with respect to outside temporary differences relating to subsidiaries was calculated based

on an estimated probability that these temporary differences will be realized in the foreseeable future.

The Group also makes an assessment of the probability of realization of deferred tax asset. If necessary,

the Group decreases deferred tax asset to the realizable value.

8. Investments in subsidiaries

The consolidated financial statements comprise the financial statements of GTC and the financial statements

of its subsidiaries for the year ended 31 December 2025.

The financial statements of the subsidiaries are prepared for the same reporting period as those of the parent

company, using consistent accounting policies and based on the same accounting policies applied to similar

business transactions and events. Adjustments are made to bring into line any dissimilar accounting policies that

may exist.

The consolidated financial statements include the financial statements of the Company and its subsidiaries listed

below together with direct and indirect ownership of these entities, and voting rights proportion as at the end

of each period (the table presents the effective stake):

Subsidiaries

Name Holding Company

Country of

incorporation

31 Dec

2025

31 Dec

2024

GTC Korona S.A. GTC S.A. Poland 100% 100%

Globis Poznań Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Aeropark Sp. z o.o. GTC S.A. Poland 100% 100%

Globis Wrocław Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Satellite Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Sterlinga Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Ortal Sp. z o.o.

1

GTC S.A. Poland 100% 100%

Diego Sp. z o.o.

1

GTC S.A. Poland 100% 100%

GTC Francuska Sp. z o.o. GTC S.A. Poland 100% 100%

GTC UBP Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Pixel Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Moderna Sp. z o.o. GTC S.A. Poland 100% 100%

Centrum Handlowe Wilanów Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Management Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Corius Sp. z o.o. GTC S.A. Poland 100% 100%

Centrum Światowida Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Galeria CTWA Sp. z o.o. GTC S.A. Poland 100% 100%

Artico Sp. z o.o. GTC S.A. Poland 100% 100%

GTC Hungary Real Estate Development

Company Pltd. (“GTC Hungary”)

GTC S.A. Hungary 100% 100%

GTC Duna Kft. GTC Hungary Hungary 100% 100%

Váci út 81-85. Kft. GTC Hungary Hungary 100% 100%

Centre Point I. Kft. GTC Hungary Hungary 100% 100%

Centre Point III. Kft.

2

GTC Hungary Hungary 100% 100%

Spiral I. Kft. GTC Hungary Hungary 100% 100%

1

Entity under liquidation.

2

Change of entity’s name from Centre Point II. Kft. to Centre Point III. Kft.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

14

Name Holding Company

Country of

incorporation

31 Dec

2025

31 Dec

2024

Albertfalva Üzletközpont Kft. GTC Hungary Hungary 100% 100%

GTC Metro Kft. GTC Hungary Hungary 100% 100%

Kompakt Land Kft. GTC Kompaktland SARL Hungary 100% 100%

GTC White House Kft. GTC Hungary Hungary 100% 100%

Globe Office Investments Kft. GTC Hungary Hungary 100% 100%

GTC Investments Sp. z o.o. GTC Hungary Poland 100% 100%

GTC Univerzum Projekt Kft. GTC Univerzum SARL Hungary 100% 100%

GTC Future Kft. GTC Hungary Hungary 100% 100%

VRK Tower Kft. GTC Hungary Hungary 100% 100%

GTC Origine Investments Pltd. (“GTC Origine”) GTC S.A. Hungary 100% 100%

GTC HBK Project Kft. GTC Origine Hungary 100% 100%

GTC VI188 Property Kft. GTC Origine Hungary 100% 100%

GTC FOD Property Kft. GTC Origine Hungary 100% 100%

G-Delta Andrassy Kft. GTC Origine Hungary 100% 100%

GTC KLZ 7-10 Kft. GTC Origine Hungary 100% 100%

GTC PSZTSZR Projekt Kft GTC Origine Hungary 100% 100%

GTC DBRNT Projekt Kft GTC Origine Hungary 100% 100%

GTC B41 d.o.o. GTC Origine Serbia 100% 100%

GTC MNG d.o.o. GTC Origine Serbia 100% 100%

GTC K43-45 Property Kft. GTC Origine Hungary 100% 100%

GTC Liffey Kft. GTC Origine Hungary 100% 100%

Clara Liffey GP SARL GTC Liffey Kft. Luxembourg 100% 100%

GTC Germany GmbH GTC Origine Germany 100% 100%

GTC UK Real Estate Investments Ltd. GTC Origine United Kingdom 100% 100%

GTC VRSMRT Projekt Kft.

3

GTC Origine Hungary - 100%

GTC Chino Invest Ingatlanhasznosító Kft.

4

GTC Origine Hungary 100% -

GTC Infopark H Építési Terület Kft.

4

GTC Origine Hungary 100% -

GTC Nekretnine Zagreb d.o.o. GTC S.A. Croatia 100% 100%

Euro Structor d.o.o. GTC S.A. Croatia 70% 70%

Marlera Golf LD d.o.o. GTC S.A. Croatia 100% 100%

Nova Istra Idaeus d.o.o. Marlera Golf LD d.o.o. Croatia 100% 100%

GTC Matrix Future d.o.o. GTC S.A. Croatia 100% 100%

GTC Trinity d.o.o.

3

GTC S.A. Croatia - 100%

Towers International Property S.R.L. GTC S.A. Romania 100% 100%

Green Dream S.R.L. GTC S.A. Romania 100% 100%

City Rose Park S.R.L. GTC S.A. Romania 100% 100%

City Gate Bucharest S.R.L. GTC S.A. Romania 100% 100%

Venus Commercial Center S.R.L. GTC S.A. Romania 100% 100%

City Gate S.R.L. GTC S.A. Romania 100% 100%

NRL EAD GTC S.A. Bulgaria 100% 100%

Advance Business Center EAD GTC S.A. Bulgaria 100% 100%

GTC Yuzhen Park EAD GTC S.A. Bulgaria 100% 100%

Dorado 1 EOOD GTC S.A. Bulgaria 100% 100%

GTC Flex EAD GTC S.A. Bulgaria 100% 100%

Commercial Development d.o.o. Beograd GTC Ada SARL Serbia 100% 100%

Glamp d.o.o. Beograd

3

GTC S.A. Serbia - 100%

GTC Aurora Luxembourg S.A. GTC S.A. Luxembourg 100% 100%

Europort Investment (Cyprus) 1 Limited GTC S.A. Cyprus 100% 100%

GTC Holding SARL GTC S.A. Luxembourg 100% 100%

GTC Paula SARL GTC Holding SARL Luxembourg 100% 100%

3

Sold in 2025, please refer to note 9 for more details.

4

Acquired in January 2025, please refer to note 9 for more details.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

15

Name Holding Company

Country of

incorporation

31 Dec

2025

31 Dec

2024

GTC Kompaktland SARL GTC Paula SARL Luxembourg 100% 100%

GTC Ada SARL GTC Paula SARL Luxembourg 100% 100%

GTC Univerzum SARL GTC Paula SARL Luxembourg 100% 100%

GTC Liffey SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Kaiserslautern IV November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Kaiserslautern I November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Heidenheim I November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Kaiserslautern III November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio KL Betzenberg IV November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio KL Betzenberg V November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Kaiserslautern II November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Kaiserslautern VII November SARL GTC Paula SARL Luxembourg 100% 100%

Portfolio Helmstedt November SARL GTC Paula SARL Luxembourg 100% 100%

GTC Kapitalbeteiligung GmbH GTC Germany GmbH Germany 100% 100%

GTC Elibre GmbH & Co. KG GTC Germany GmbH Germany 100% 100%

WOB Projekt Alheim GmbH GTC Germany GmbH Germany 100% 100%

WOB Projekt Bad Berleburg GmbH GTC Germany GmbH Germany 100% 100%

Portfolio Kaiserslautern III GmbH

5

AcquiCo K´lautern III GmbH Germany 89.9% -

Portfolio Kaiserslautern III GmbH

5

GTC Paula SARL Germany - 79.8%

Portfolio KL Betzenberg IV GmbH

5

AcquiCo KL Betzenberg IV

GmbH

Germany 89.9% -

Portfolio KL Betzenberg IV GmbH

5

GTC Paula SARL Germany - 79.8%

Portfolio KL Betzenberg V GmbH

5

AcquiCo KL Betzenberg V

GmbH

Germany 89.9% -

Portfolio KL Betzenberg V GmbH

5

GTC Paula SARL Germany - 79.8%

Portfolio Heidenheim I GmbH

5

AcquiCo Heidenheim I

GmbH

Germany 89.9% -

Portfolio Heidenheim I GmbH

5

GTC Paula SARL Germany - 79.8%

Portfolio Kaiserslautern VII GmbH

5

AcquiCo K´lautern VII

GmbH

Germany 89.9% -

Portfolio Kaiserslautern VII GmbH

5

GTC Paula SARL Germany - 79.8%

Portfolio Helmstedt GmbH

5

AcquiCo Helmstedt GmbH Germany 89.9% -

Portfolio Helmstedt GmbH

5

GTC Paula SARL Germany - 79.8%

Portfolio K‘lautern I GmbH

5

,

6

Portfolio K'lautern I

November SARL

Germany 89.9% -

Portfolio K‘lautern I KG

5

GTC Paula SARL Germany - 89.9%

Portfolio K‘lautern II GmbH

5

,

6

AcquiCo K´lautern II GmbH Germany 89.9% -

Portfolio K‘lautern II KG

5

GTC Paula SARL Germany - 89.9%

Portfolio K‘lautern VI GmbH

5

Portfolio K'Lautern IV

November SARL

Germany 89.9% -

Portfolio K‘lautern VI GmbH

5

GTC Paula SARL Germany - 79.8%

GTC Peach Verwaltungs GmbH GTC Paula SARL Germany 51% 51%

AcquiCo Heidenheim I GmbH

5

Portfolio Heidenheim I

November SARL

Germany 100% -

AcquiCo Heidenheim I GmbH

5

GTC Paula SARL Germany - 100%

AcquiCo Helmstedt GmbH

5

Portfolio Helmstedt

November SARL

Germany 100% -

AcquiCo Helmstedt GmbH

5

GTC Paula SARL Germany - 100%

5

In 2025, an internal reorganisation involving certain German and Luxembourg entities took place, under which GTC Paula transferred shares

in AcquiCo […] GmbH entities to respective Portfolio […] November SARL entities, followed by transfers of shares in Portfolio […] GmbH

entities from GTC Paula SARL to respective AcquiCo […] GmbH entities. Exceptions involved Portfolio K’lautern VI GmbH and Portfolio

K’Lautern I GmbH, which were transferred by GTC Paula SARL to Portfolio K'Lautern IV November SARL and Portfolio K'lautern I November

SARL, respectively, excluding transfer of shares in intermediate holding entities – AcquiCos […] GmbH. Furthermore, additional shares were

purchased in certain Portfolio […] GmbH entities from non-controlling interest holder, as indicated in the table above

.

6

Change of entity’s legal form from German KG to German GmbH.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

16

Name Holding Company

Country of

incorporation

31 Dec

2025

31 Dec

2024

AcquiCo KL Betzenberg IV GmbH

5

Portfolio KL Betzenberg IV

November SARL

Germany 100% -

AcquiCo KL Betzenberg IV GmbH

5

GTC Paula SARL Germany - 100%

AcquiCo KL Betzenberg V GmbH

5

Portfolio KL Betzenberg V

November SARL

Germany 100% -

AcquiCo KL Betzenberg V GmbH

5

GTC Paula SARL Germany - 100%

AcquiCo K´lautern II GmbH

5

Portfolio Kaiserslautern II

November SARL

Germany 100% -

AcquiCo K´lautern II GmbH

5

GTC Paula SARL Germany - 100%

AcquiCo K´lautern III GmbH

5

Portfolio Kaiserslautern III

November SARL

Germany 100% -

AcquiCo K´lautern III GmbH

5

GTC Paula SARL Germany - 100%

AcquiCo K´lautern VII GmbH

5

Portfolio Kaiserslautern VII

November SARL

Germany 100% -

AcquiCo K´lautern VII GmbH

5

GTC Paula SARL Germany - 100%

GTC Kaiserslautern II GmbH & Co. KG

7

GTC Paula GP GmbH Germany 100% -

GTC Kaiserslautern III GmbH & Co. KG

7

GTC Paula GP GmbH Germany 100% -

GTC Kaiserslautern VII GmbH & Co. KG

7

GTC Paula GP GmbH Germany 100% -

GTC KL Betzenberg IV GmbH & Co. KG

7

GTC Paula GP GmbH Germany 100% -

GTC KL Betzenberg V GmbH & Co. KG

7

GTC Paula GP GmbH Germany 100% -

GTC Heidenheim I GmbH & Co. KG

7

GTC Paula GP GmbH Germany 100% -

GTC Helmstedt GmbH & Co

7

GTC Paula GP GmbH Germany 100% -

GTC Paula GP GmbH GTC Paula SARL Germany 100% 100%

GTC GOI SARL

7

GTC Paula SARL Luxembourg 100% -

GTC PSZTSZR SARL

7

GTC Paula SARL Luxembourg 100% -

GTC Finance DAC (“DAC”)

8

Ocorian Corporate Trustees Ireland 0% -

DAC is a designated activity company incorporated in Ireland for the purpose of refinancing the Group's existing

EUR 500 notes due June 2026 issued by GTC Aurora Luxembourg S.A. The Group holds no equity in DAC.

GTC exercises control over DAC due to the reasons stated below:

(1) GTC has power over the SPV through the predetermined relevant activities established at inception;

(2) GTC is exposed to variable returns from the guarantee arrangements and the flow of funds; and

(3) GTC has the ability to use its power to affect those returns through the binding contractual framework.

9. Events in the period

FINANCING

On 24 February 2025, GTC Galeria CTWA sp. z o. o., a wholly owned subsidiary of the Company, 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. Due to the requirements in the signed

amendment Group deposited EUR 44.0 cash in the blocked account for the purpose of buy-back of bonds issued

by GTC Aurora Luxembourg. The amount was released in October 2025.

On 18 June 2025, Centrum Światowida sp. z o.o., a wholly owned subsidiary of the Company, signed a loan

facility agreement (the “Facility Agreement”) with J&T BANKA, a.s. with its registered seat in Prague. Under the

terms of the Facility Agreement, Centrum Światowida sp. z o.o. was granted a loan facility in the amount of up to

EUR 84.0 The maturity of the loan is 5 years from the date of the Facility Agreement. In July 2025 the loan was

fully drawn down.

7

Newly established entity.

8

Please refer to note 9 for more details.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

17

On 10 October 2025, GTC Finance DAC (“Issuer”), successfully issued EUR 455.0 senior secured notes with

a 6.50% coupon and maturity in October 2030. The proceeds from this issuance, net of certain fees and expenses,

in the amount of EUR 429.2, were placed in an escrow account and pledged to the new bondholders. These

proceeds were intended to refinance the EUR 500.0 SUNs due in June 2026, which were issued by GTC Aurora

Luxembourg S.A. (“GTC Aurora”). In October 2025, GTC Hungary invited holders of the SUNs to tender any and

all of their SUNs for purchase by GTC Hungary and a total of EUR 195.0 in principal amount of SUNs were

purchased and cancelled. The total amount payable for all SUNs accepted for purchase was EUR 192.3 and

settlement of the tender offer was funded through a loan granted by the Issuer to GTC Hungary using a portion

of the funds placed in the escrow account. The proceeds loan was guaranteed by the Company and also pledged

to the new bondholders. The aggregate principal amount of SUNs outstanding following the repurchase was EUR

299.0. The remaining EUR 237.9 proceeds were held in escrow until they were subsequently released to GTC

Aurora to support the redemption of the remaining outstanding SUNs on 25 March 2026. Upon completion of the

refinancing of the SUNs on 25 March 2026, GTC Aurora assumed all of the obligations of the Issuer as issuer

under the senior secured notes in exchange for (i) payment to GTC Aurora by the Issuer of the remaining proceeds

in escrow and (ii) an assignment of the proceeds loan by the Issuer to GTC Aurora.

On 19 December 2025, GTC Francuska sp. z o.o. and GTC Pixel sp. z o.o., wholly-owned subsidiaries of the

Company, signed the annex to the facility agreement with Santander Bank Polska S.A. which extended final

repayment date to 22 April 2026.

On 22 December 2025, GTC Sterlinga sp. z o.o., a wholly-owned subsidiary of the Company, entered into an

amendment and restatement agreement with Bank Pekao S.A., subject to certain conditions precedent which

were all satisfied in January 2026. Consequently, the final repayment date for the facility has been extended to

31 December 2030.

MEMBERS OF THE GOVERNING BODIES

On 28 May 2025 Mr. Gyula Nagy was dismissed from the position of the President of the Management Board of

the Company and the Supervisory Board of the Company adopted a resolution regarding the appointment of Ms.

Małgorzata Czaplicka to the position of the President of the Management Board of the Company, effective as of

the moment of the adoption of the resolution.

On 7 August 2025, Mr. Zsolt Farkas was dismissed from the position of the Member of the Management Board

of the Company, effective as of the moment of the adoption of the resolution and Mr. Balazs Gosztonyi was

dismissed from the position of the Member of the Management Board of the Company, effective as of 8 September

2025.

On 7 August 2025, the Supervisory Board of the Company appointed Mr. Jacek Bagiński to the position of the

Member of the Management Board of the Company and Chief Financial Officer, effective as of 8 September 2025,

Mr. Antal Botond Rencz to the position of the Member of the Management Board of the Company and Chief

Business Sustainability Officer, effective as of 11 August 2025 and Mr. Mihály Ország to the position of the

Member of the Management Board of the Company and Chief Corporate Finance Officer, effective as of

2 September 2025.

On 28 August 2025, the Supervisory Board of the Company appointed Mr. Sebastian Junghänel to the position

of the Member of the Management Board of the Company and Chief Operating Officer, effective as of 2 September

2025.

On 27 October 2025, Małgorzata Czaplicka resigned from the position of the President of the Management Board

of the Company, effective as of the moment of that date. The Supervisory Board adopted a resolution appointing

Mr. Botond Rencz as President of the Management Board of the Company, effective as of the moment of adoption

of the resolution.

TRANSACTIONS – GERMAN PORTFOLIO

As part of the acquisition of the German residential portfolio (detailed description of the transaction is presented

in the note 28 in the Group’s annual consolidated financial statements for the year ended 31 December 2024),

the Company has issued the Participating Notes, which were transferred to LFH Portfolio Acquico S.À R.L., as

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

18

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. Since the initial recognition Group classifies Participating Notes as equity

instrument.

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 held by LFH Portfolio Acquico S.À R.L. (“LFH”) and ZNL Investment S.À

R.L. in Kaiserslautern I GmbH & Co. KG (0.01%), Kaiserslautern II GmbH & Co. KG (0.01%), Portfolio

Kaiserslautern III GmbH (5%), Portfolio KL Betzenberg IV GmbH (5%), Portfolio KL Betzenberg V GmbH (5%),

Portfolio Kaiserslautern VI GmbH (5%), Portfolio Heidenheim I GmbH (10.1%), Portfolio Kaiserslautern VII GmbH

(10.1%) and Portfolio Helmstedt GmbH (10.1%), altogether the “Call Option”.

In accordance with the Call Option Agreement, GTC Paula SARL exercised its right to acquire non-controlling

interests held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. on 31 March 2025. The agreement

stipulated that the Company would be entitled to exercise its right to early redemption of the Participating Notes

provided that certain conditions were met, including the adoption of a resolution by the General Meeting to

increase the Company’s share capital, with the exclusion of pre-emptive rights of existing shareholders, and/or

any other resolution necessary to enable early redemption.

As of 31 December 2025, the Call Option has been fully settled, total consideration amounted to EUR 47.3, hence

Group finalised the acquisition of all shares held by Marco Garzetti, LFH Portfolio Acquico S.À R.L. and ZNL

Investment S.À R.L. Accordingly, the Group completed the final settlement of the option, recognizing EUR 11.7

million in the reserve capital with a corresponding entry in the adjustment to fair value of financial assets.

Additionally, through the exercise of the Call Option, the Group became a party to the Put and Call Options relating

to non-controlling interests in acquired residential portfolio by the Peach Group. Under these arrangements, the

Group has the right to acquire the remaining non-controlling interests held by Peach Group after 5 or 10 years,

while the Peach Group holds the right to sell its interests to the GTC Group after 10 years. A liability for option

exercise amounting to EUR 7.9 was recognized on 31 December 2025 at amortised cost and presented in non-

current liabilities in line Liabilities for put options on non-controlling interests and other long-term payables.

OTHER TRANSACTIONS

In January 2025, the Group received EUR 10.0 regarding the sale of GTC Seven Gardens d.o.o., a wholly-owned

subsidiary of the Company, which was finalized in December 2024.

On 17 January 2025, the Group finalized the sale of land plot in Warsaw (Wilanów district). The selling price under

the agreement was EUR 55.0 which was equal to value presented in assets held for sale as of 31 December

2024, (EUR 93.2) deducted by liabilities related to these assets held for sale (EUR 38.2), the amount was settled

in full during reporting period. 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 X) for EUR 22.7 (net of cash and deposits in sold entity) which was close to the amount of assets

held for sale deducted by the amount of liabilities related to those assets presented in the annual consolidated

financial statements for 2024. The amount was settled in full during reporting period. 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 (owner of the over 1,000

sqm land plot in Hungary) and GTC Trinity d.o.o. (owner of the over 13,900 sqm land plot in Croatia) and 3rd

party bonds owned by GTC Origine Investments Pltd. The total fair value of acquired assets amounts to EUR

14.8 and is not materially different from total consideration of the transaction. The two acquired companies own

over 6,800 sqm residential plots in Budapest, which provide opportunity for GTC to participate in the booming

residential developments in Hungary. The Management Board has assessed this transaction to be an asset

acquisition. Transaction was not concluded with any related party.

In April 2025 the Management Board adopted the resolution concerning the sale of the office building Artico in

Poland. It is expected to finalize the sale transaction within one year after the end of the reporting period, relevant

assets were reclassified to assets held for sale in the amount of EUR 20.1.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

19

On 7 May 2025, the Group signed the preliminary agreement regarding sale of land plot in Katowice. The sale

price under the Agreement was EUR 3.8. Transaction was finalized in the July 2025, the amount was settled in

full during reporting period. Transaction was not concluded with any related party.

On 25 July 2025, the Group signed a conditional sales agreement for the land plot located in Warsaw. The selling

price under the agreement was EUR 6.8. The transaction was finalised in September 2025, and the amount was

settled in full during reporting period. The transaction was not concluded with any related party.

In September 2025, the Management Board adopted the resolution concerning the sale of land and building in

Budapest (GTC Future). In last quarter of 2025, a sale agreement with sale price of EUR 19.0 was signed. The

transaction was finalised and settled in cash in December 2025 and was not concluded with any related party.

On 22 September 2025, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company, entered into

agreement concerning the sale of 1,303,377 ordinary shares in NAP Nyrt. The shares were sold for a total

consideration of EUR 4.5, which was collected on 1 October 2025. The transaction resulted in the disposal of

GTC Group’s entire shareholding in NAP Nyrt on 28 September 2025. Transaction was not concluded with any

related party.

On 12 December 2025, the Group entered into an agreement for the sale of a plot of land together with building

under construction located in Zagreb (Matrix D). The total sale price under the agreement amounted to EUR 13.3.

The transaction was finalised and settled in cash before year end 2025 and was not concluded with any related

party.

OTHER

On 24 June 2025, the Annual General Meeting of GTC S.A. approved a resolution to retain the entire net profit of

PLN 120.1 million (EUR 27.9) for 2024 within the Company.

Effects of climate-related matters on financial statements

The climate and environmental risks are subject to risk management and the Risk Management Policy. The role

of the Management is to supervise corporate risk, define the scope of risk management, define directions for the

development of the risk management system, and determine acceptable risk exposure levels. The Group

analysed potential impact of the climate-related matters and concluded that the climate-related matters do not

significantly affect these consolidated financial statements.

Climate-related matters are also described in the Group Management Report for the year ended 31 December

2025.

10. Revenue from operations and service charge costs

Renting of property to tenants is the primary activity of GTC Group. For this leasing activity, GTC Group acts

as a lessor. The Group entered into leases on its property portfolio. Leases, where the Group does not transfer

substantially all the risks and benefits of ownership of assets, are classified as operating leases. Rental revenues

result from operating leases and are recognised as income over the lease term on a straight-line basis (according

to IFRS 16 Leases).

Rental income includes variable rental revenue based on tenants’ turnover for the year ended 31 December 2025

of EUR 5.6 (2024: EUR 5.9). The remaining revenue is based on fixed contractual rental fees.

The Group entered into various operational lease contracts on its property portfolio in Poland, Romania, Croatia,

Serbia, Bulgaria, Germany and Hungary. The commercial property leases typically include clauses to enable the

periodic upward revision of the rental charge according to European Consumer Price Index (CPI).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

20

Future minimum rental revenue under operating leases (not discounted lease payments) from completed projects

are as follows:

31 December 2025 31 December 2024

Within 1 year 132 127

Within 2 years 105 105

Within 3 years 86 81

Within 4 years 63 61

Within 5 years 38 41

Within 6 years 17 27

More than 6 years 54 29

Total 495 471

Most of the revenue from operations is earned predominantly on the basis of amounts denominated in, directly

linked to, or indexed by reference to the EUR.

Except from rental revenue mentioned above, the Group has service charge revenue stream. Service charges

represent fees paid by the tenants of the Group’s investment properties to cover the costs of the services provided

by the Group in relation to their leases. Service charge is billed on a monthly basis with standard payment terms,

based on service fee rate agreed in the contract, which represents the best estimate for a particular project.

Allocation of service charge to tenants is done based on the leased area.

Heating, water, and sewage are billed separately on a monthly basis, based on leased area and rates agreed

in the contract. Revenue from other services in lease agreements represent non-lease components and are

accounted for using rules described below.

The Group recognises revenue from service charge over time because the customer simultaneously receives and

consumes the benefits provided to them.

The Group recognizes service charge revenue under two models:

• Acting as an agent. Some tenants install counters for electricity. In this case, the invoices for electricity

are billed through GTC entities and addressed to the tenants directly. For financial statements purposes

such income and expenses are disclosed on a net basis, as GTC acts as an agent.

• Acting as a principal. In the other cases, all service charges are billed to GTC entities. The Group bills

the tenants based on the rates in the contract on a monthly basis. In the office segment, by the end

of the year, the Group does reconciliation of actual service charges costs vs. billed one and then bills

for deficit or return the overpayment to the tenant if it is required. For financial statements purposes

such expenses are disclosed on a gross basis, as GTC acts as a principal, because it typically controls

the goods or services before transferring them to the customer.

Details about rental and service charge revenue by type and by country are presented in note 14.

Service charge costs comprise the following:

Year ended

31 December 2025

Year ended

31 December 2024

Usage of materials and energy 12.7 11.0

Third party services 41.0 33.3

Remuneration and fees 5.8 2.9

Taxes and fees 10.5 9.2

Other 2.7 0.6

Total 72.7

57.0

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

21

11. Selling expenses

Selling expenses comprise the following:

Year ended

31 December 2025

Year ended

31 December 2024

External services – advertising and marketing 0.6 0.4

Payroll and related expenses 1.9 1.6

Total 2.5

2.0

12. Administration expenses

Administration expenses comprise the following:

Year ended

31 December 2025

Year ended

31 December 2024

Remuneration and other employee benefits 14.0

10.4

Audit and valuations 2.8

1.3

Legal, tax, IT and other advisory 7.9

2.7

Office (including accounting services) and insurance

expenses

3.3 1.4

Travel expenses 0.4

0.3

Depreciation 1.5

1.4

Investors relations and other expenses 2.9

0.5

Impairment related to own-used office 4.3

-

Total before share based payment 37.1

18.0

Share based payment -

-

Total 37.1 18.0

13. Financial income and financial costs

Financial income comprises the following:

Year ended

31 December 2025

Year ended

31 December 2024

Interest on deposits and other 2.9 1.5

Dividend from investments in ACP Fund and Trigal 1.7

0.8

Gain on Aurora Bond buy-back (note 9) 2.7

0.6

Interest on loan granted to non-controlling interest 0.5

0.7

Total 7.8 3.6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

22

Financial costs comprise the following:

Year ended

31 December 2025

Year ended

31 December 2024

Interest expenses

9

(including hedge effect) (63.7) (35.7)

Financial costs related to lease liability (1.6) (2.9)

WHT case – interest - (3.0)

Other

10

(29.0) (2.1)

Total (94.3)

(43.7)

The weighted average interest rate (including hedges) on the Group’s loans (excluding loans related to assets

held for sale) as of 31 December 2025 was 4.56% p.a. (3.45% p.a. as of 31 December 2024).

14. Segmental analysis

The operating segments are aggregated into reportable segments, taking into consideration the nature of the

business, operating markets, and other factors. Operating segments are identified by geographical zones, which

have common characteristics and reflect the nature of management reporting structure: Poland, Hungary,

Germany, Bucharest, Belgrade, Sofia, Zagreb and others.

The Management Board is the Chief Operating

Decision Maker (CODM) and monitors the operating results of its business units separately for the purpose of

making decisions about resource allocation and performance assessment. Segment profit measure is gross

margin from operations.

Financial data prepared for the purpose of management reporting, on which segment reporting is based, is based

on the same accounting principles that are used in the preparation of the consolidated financial statements

of the Group.

Sector analysis of rental and service charge income for the years ended 31 December 2025 and 31 December

2024 is presented below:

Segment analysis of rental income and costs for the years ended 31 December 2025 and 31 December 2024

is presented below:

Year ended 31 December 2025

Year ended 31 December 2024

Portfolio

Rental

revenue

Service

charge

revenue

Service

charge

costs

Gross margin

from

operations

Rental

revenue

Service

charge

revenue

Service

charge

costs

Gross

margin from

operations

Poland

49.5 20.0 (26.3) 43.2 51.8 18.5 (23.7) 46.6

Hungary

37.4 14.4 (16.2) 35.6 39.1 14.2 (16.1) 37.2

Sofia

15.7 4.2 (5.7) 14.2 16.0 3.8 (5.1) 14.7

Belgrade

8.6 3.0 (3.8) 7.8 11.9 3.9 (3.9) 11.9

Bucharest

10.3 2.9 (3.7) 9.5 10.7 2.8 (3.4) 10.1

Zagreb

9.1 3.5 (5.3) 7.3 10.8 4.0 (4.8) 10.0

Germany

23.5 - (11.7) 11.8 - - - -

Total

154.1 48.0 (72.7) 129.4 140.3 47.2 (57.0) 130.5

9

Comprises interest expenses on financial liabilities that are not fair valued through profit or loss.

10

Consists mostly of the allocation of transaction costs related to obtained financing. These costs are recognized in accordance with the

amortized cost valuation method, which means they are spread over time using the effective interest rate. Position comprise also 6.7 EUR

related to the impairment of financial assets.

Year ended

31 December 2025

Year ended

31 December 2024

Rental income from office sector 77.0

86.5

Service charge revenue from office sector 28.5

28.8

Rental income from retail sector 53.6

53.7

Service charge revenue from retail sector 19.6

18.5

Rental income from residential sector 23.4

-

Total

202.1 187.5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

23

Segment analysis of assets and liabilities as of 31 December 2025 is presented below:

Real estate

11

Cash and

deposits Other Total assets

Loans, bonds

and leases

Deferred

tax

liabilities Other

Total

liabilities

Poland 755.1 30.6 10.0 795.7 321.4 44.9 24.1 390.4

Belgrade 133.2 3.5 2.4 139.1 1.0 - 4.9 5.9

Hungary 750.1 24.8 27.9 802.8 244.8 21.0 36.3 302.1

Bucharest 171.6 4.8 1.6 178.0 6.0 12.2 4.6 22.8

Zagreb 100.3 13.1 12.8 126.2 43.6 16.4 5.4 65.4

Sofia 204.8 10.0 1.0 215.8 90.9 9.9 5.0 105.8

Germany 485.9 15.3 20.1 521.3 365.3 5.9 42.4 413.6

Other 28.9 0.1 0.3 29.3 1.7 - 0.1 1.8

Non allocated

12

- 295.3 164.6 459.9 876.6 17.4 31.9 925.9

Total 2,629.9 397.5 240.7 3,268.1 1,951.3 127.7 154.7 2,233.7

Segment analysis of assets and liabilities as of 31 December 2024 is presented below:

Real estate

11

Cash and

deposits Other Total assets

Loans, bonds

and leases

13

Deferred

tax

liabilities Other

Total

liabilities

Poland 893.4 29.2 10.5 933.1 277.7 54.4 20.8 352.9

Belgrade 181.0 4.6 2.7 188.3 26.1 2.6 6.1 34.8

Hungary 802.7 26.0 23.8 852.5 259.2 22.4 29.2 310.8

Bucharest 177.1 3.9 1.0 182.0 6.9 12.8 3.0 22.7

Zagreb 112.2 3.1 13.5 128.8 43.8 16.5 4.1 64.4

Sofia 195.4 11.9 1.1 208.4 91.1 8.8 5.7 105.6

Germany 473.9 7.1 18.7 499.7 381.1 3.5 58.1 442.7

Other 40.5 0.1 0.3 40.9 1.9 - 1.0 2.9

Non allocated

12

- 13.1 176.8 189.9 644.1 18.1 48.3 710.5

Total 2,876.2 99.0 248.4 3,223.6 1,731.9 139.1 176.3 2,047.3

15. Taxation

Current corporate income tax of the Group companies is calculated in accordance with tax regulations ruling

in a particular country of operations and is based on the profit or loss reported under relevant tax regulations.

The Group companies do not recognize the carrying amount of a deferred tax asset to the extent that it is no

longer probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax

asset that might be utilised. At each reporting date, the Group companies re-assess unrecognised deferred tax

assets and the carrying amount of deferred tax assets.

Deferred tax assets and deferred tax liabilities are offset if, and only if, a legally enforceable right exists to set off

current tax assets against current tax liabilities, and the deferred tax assets and deferred tax liabilities relate

to income taxes that are levied by the same taxation authority.

The Group companies are subject to taxes in the following jurisdictions: Poland, Serbia, Romania, Hungary,

Bulgaria, Cyprus, Croatia, Luxembourg, Germany and United Kingdom. As a rule, the Group does not constitute

a tax group under any local legislation, and each entity is therefore treated as a separate taxpayer. An exception

applies to selected Luxembourg entities, for which election was made to form a tax group in Luxembourg effective

from 1 January 2025.

11

Comprises investment properties, residential landbank, assets held for sale and value of buildings (including right of use).

12

Other assets represent mainly non-current financial assets. Loans, bonds and leases comprise mainly issued bonds. Other liabilities include

mainly derivatives. As of 31 December 2025, Cash and deposits comprise also funds on escrow account (EUR 237.9) collected by GTC

Finance DAC (please see note 9).

13

Excluding deferred issuance debt expenses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

24

Regulations regarding VAT, corporate income tax and social security contributions are subject to frequent

changes. These frequent changes result in there being little point of reference, inconsistent interpretations not

consistent, and few established precedents that may be followed. The binding regulations also contain

uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between

government bodies and between government bodies and companies. Tax settlements and other areas of activity

(e.g., customs or foreign currency related issues) may be subject to inspection by administrative bodies authorised

to impose high penalties and fines, and any additional taxation liabilities calculated as a result must be paid

together with high interest.

On 15 July 2016, amendments were made to the Polish Tax Ordinance to introduce the provisions

of the General Anti-Avoidance Rule (GAAR). GAAR are targeted to prevent origination and use of factitious legal

structures made to avoid payment of tax in Poland. The implementation of the above provisions enables

Polish tax authority to challenge arrangements realized by tax remitters as restructuring or reorganization.

The enacted tax rates in the various countries were as follows:

Tax rate

Year ended

31 December 2025

Year ended

31 December 2024

Poland 19% 19%

Hungary 9% 9%

Bulgaria 10%

10%

Serbia 15% 15%

Croatia 10% / 18% 10% / 18%

Romania 16%

16%

Germany

14

15.825% 15.825%

Cyprus 12.5%

12.5%

Luxembourg 23.87%

24.94%

United Kingdom 25% 25%

The major components of income tax expense are as follows:

Year ended

31 December 2025

Year ended

31 December 2024

Current corporate income tax and capital gain tax 9.0 6.5

Deferred tax expense / (income) (14.4) 2.4

Total (5.4) 8.9

The reconciliation between tax expense and accounting profit multiplied by the applicable tax rates is presented

below:

Year ended

31 December 2025

Year ended

31 December 2024

Accounting result before tax (160.0) 61.9

Taxable expenses at the applicable tax rate 2.2 2.5

Tax effect of expenses that are not deductible 0.3

0.2

Tax effect of foreign currency differences (3.5)

1.6

Withholding tax 0.5

0.6

Unrecognised deferred tax asset on losses in current year 0.3

2.6

Other (5.2)

1.4

Tax expense / (income) (5.4) 8.9

14

Tax rate for most our portfolio companies is at 15.825%. The rax rate of all other German subsidiaries is at 32.45%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

25

The components of the deferred tax balance were calculated at the rate applicable when the Group expects to recover or settle the carrying amount of the asset or liability.

Net deferred tax assets comprise the following:

As of

1 January 2024

Credit / (charge)

to income

statement

Credit /

(charge) to

equity Sold

As of

31 December

2024

Credit / (charge)

to income

statement

Credit / (charge)

to equity

As of

31 December

2025

Financial instruments

15

12.2 4.8 0.9 - 17.9 1.9 (0.3) 19.5

Tax loss carried

forwards

5.0 (1.4) - (0.1) 3.5 2.8 - 6.3

Differences in non-

current assets

16

0.4 7.0 - - 7.4

(4.0) - 3.4

Accruals

0.9 2.1 - - 3.0

(0.1) - 2.9

Netting

17

(16.7) (11.5) (0.2) - (28.4) 8.1 0.1 (20.2)

Net deferred tax

assets

1.8 1.0 0.7 (0.1) 3.4 8.7 (0.2) 11.9

Net deferred tax liability comprises the following:

As of

1 January

2024

Credit /

(charge) to

income

statement

Credit /

(charge) to

equity

Other

Reclassified

to liabilities

related to

assets held

for sale

Sold

As of

31 December

2024

Credit /

(charge)

to income

statement

Credit /

(charge)

to equity

Other

As of

31

December

2025

Financial

instruments

15

(26.6) (0.9) 1.1 (0.4) - - (26.8) 2.1 0.4

-

(24.3)

Differences in non-

current assets

16

(125.1) (13.9) - (2.1) 2.6 0.5 (138.0) 11.1 - 2.8 (124.1)

Other

-

(0.1) - (0.2) - - (0.3) (0.1)

- -

(0.4)

Netting

17

16.6 11.5 0.5

-

- - 28.6

(7.4)

(0.1)

-

21.1

Net deferred tax

liability

(135.1) (3.4) 1.6 (2.7) 2.6 0.5

(136.5) 5.7 0.3 2.8 (127.7)

15

Mostly unrealized interest, foreign exchange differences and valuation of derivatives.

16

Related to difference between book value and tax value of investment properties.

17

Within a particular company, deferred tax assets are accounted separately from deferred tax liabilities as they are independent in their nature. However, as they represent a future settlement between the same parties, they

are netted off for the purpose of the presentation in financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

26

Tax settlements may be subject to inspections by tax authorities. Accordingly, the amounts shown in the financial

statements may change at a later date as a result of the final decision of the tax authorities.

If, according to the Group’s assessment, it is probable that the tax authorities will accept an uncertain tax

treatment or a group of uncertain tax treatments, the Group determines taxable income (tax loss), tax base,

unused tax losses and unused tax credits and tax rates, after considering in its tax return the applied or planned

approach to taxation.

If the Group ascertains that it is not probable that the tax authorities will accept an uncertain tax treatment or

a group of uncertain tax treatments, the Group reflects the impact of this uncertainty in determining taxable

income (tax loss), unused tax losses, unused tax credits or tax rates. The Group accounts for this effect using

the following methods:

• determining the most probable amount – it is a single amount from among possible results or

• providing the expected amount – it is the sum of the amounts weighted by probability from among

possible results.

The Group companies have tax losses carried forward as of 31 December 2025 available in the amount of EUR

97.0 (EUR 157.5 as of 31 December 2024). The expiry dates of these tax losses are presented below:

Expiry date

Year ended

31 December 2025

Year ended

31 December 2024

Within one year 7.4 21.5

2-5 years 30.3 75.8

Indefinitely 59.3

60.2

As of 31 December 2025, the Group did not recognize deferred tax assets for tax losses carried forward

in the amount of EUR 42.7 (EUR 76.4 as of 31 December 2024), as the Group believes that these losses will

not be utilized within the claim period.

16. Property, plant, and equipment

Plant and equipment consist of vehicles and equipment. Property, plant and equipment are recorded at cost less

accumulated depreciation and impairment adjustment. Depreciation is provided using the straight-line method

over the estimated useful life of an asset. Reassessment of the useful lives and indications for impairment

is performed each quarter.

The following depreciation rates have been applied:

Depreciation rates

Equipment 7-20%

Buildings (own used assets) 2-10%

Vehicles 20%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

27

The movement in property, plant and equipment for the year ended 31 December 2025 was as follows:

Buildings and

Right of use

assets

18

Equipment

and software Vehicles Total

Gross carrying amount

As of 1 January 2025

12.5

2.7 4.1 1.7 21.0

Additions - - 0.6 0.1 0.7

Transfer of own-used office from

investment property

0.9 - - - 0.9

Transfer of own-used office to

investment property

(1.3) - - - (1.3)

Disposals and other decreases

(3.4)

(2.7) - (0.2) (6.3)

As of 31 December 2025

8.7

- 4.7 1.6 15.0

Accumulated Depreciation

As of 1 January 2025

2.1

0.7 2.0 0.9 5.7

Charge for the period 0.6 0.2 0.5 0.2 1.5

Disposals and other decreases

(1.0)

(0.9) - (0.1) (2.0)

As of 31 December 2025

1.7

- 2.5 1.0 5.2

Net book value 7.0 - 2.2 0.6 9.8

The movement in property, plant and equipment for the year ended 31 December 2024 was as follows:

Buildings and

Right of use

assets

18

Equipment

and software

Vehicles Total

Gross carrying amount

As of 1 January 2024

13.4

2.7 2.6 1.7 20.4

Additions - - 0.5 0.1 0.6

Reclassified to assets held for sale

(1.1) - (0.1) - (1.2)

Acquisition

0.2 - 1.1 0.3 1.6

Disposals and other decreases

-

- - (0.4) (0.4)

As of 31 December 2024

12.5

2.7 4.1 1.7 21.0

Accumulated Depreciation

As of 1 January 2024

1.6

0.4 1.7 0.7 4.4

Charge for the period 0.6 0.3 0.3 0.2 1.4

Transfers

(0.1)

- - - (0.1)

As of 31 December 2024

2.1

0.7 2.0 0.9 5.7

Net book value 10.4 2.0 2.1 0.8 15.3

17. Investment property

Investment property comprises a land plot or a building or a part of a building held to earn rental income and/or

for capital appreciation and property that is being constructed or developed for future use as an investment

property (investment property under construction). Investment properties that are owned by the Group are office,

retail and residential space.

18

Mainly relates to building and related improvements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

28

(i) Completed Investment properties

Completed investment properties are stated at fair value according to the fair value model, which reflects market

conditions at the reporting date. Any gain or loss arising from a change in the fair value of investment property

is recognized in the profit or loss for the year in which it arose.

Completed investment properties were externally valued by independent appraisers as of 31 December 2025

and 31 December 2024 based on open market values (RICS Standards). Completed properties are valued

on the basis of discounted cash flow (DCF) – office and retai portfolio. Residential portfolio was valued using

German Income Approach of property valuation according to Ordinance on the Valuation of Property

(ImmowertV) as of 31 December 2025 and using DCF as of 31 December 2024. Level 3 category of fair value

hierarchy is applied.

Transfers are made to investment property only when there is a change in use, evidenced by the end of owner

occupation or commencement of a lease. Transfers are made from investment property only when there

is a change in use, evidenced by commencement of owner occupation or commencement of development with

a view to sale.

The costs incurred to originate a lease (mainly brokers’ fees) for available rental space are added to the carrying

value of investment property until the date of revaluation of the related investment property to its fair value.

If as of the date of revaluation, the carrying value is higher than the fair value, the costs are recognized in the

income statement.

(ii) Investment property under construction (“IPUC”)

Investment properties under construction are measured at fair value, once a substantial part of the development

risks has been eliminated so fair value can be established reliably. IPUC, which does not meet this condition,

is presented at a recoverable amount, not exceeding the sum of fair value of land and capitalized expenditures.

The recoverable amount is determined based on a fair value, externally valued by independent appraisers.

The land is reclassified to IPUC at the moment, at which active development of this land begins (i.e. when

construction works start).

The Group has adopted the following criteria to assess whether the substantial risks are eliminated with regard

to particular IPUC:

• agreement with a general contractor is signed;

• a building permit is obtained;

• at least 20% of the rentable area is leased to tenants (based on the signed lease agreements and

letters of intent);

• financing is secured (including internal).

The fair values of IPUC were determined as at their development stage at the end of the reporting period.

Valuations were performed in accordance with RICS and IVSC Valuation Standards using the residual method

approach. Level 3 category of fair value hierarchy is applied.

The future assets’ value is estimated based on the expected future income from the project, using discount rate

which includes business risk, related to construction process (completion on time or within the budget).

The remaining expected costs to completion are deducted from the estimated future assets value.

For projects where the completion is expected in the future, also a developer profit margin of unexecuted works

is deducted from the value. The profit margin deducted is adjusted when the construction is closer

to completion.

Borrowing costs directly attributable to the construction of an IPUC that necessarily takes a substantial period

of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing costs

consist of interest and other costs that the Group incurs in connection with the borrowing of funds.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

29

The interest capitalised is calculated using the Group’s weighted average cost of borrowings after adjusting

for borrowings associated with specific developments. Where borrowings are associated with specific

developments, the amount capitalised is the interest incurred on those borrowings less any investment income

arising on their temporary investment. Interest is capitalised from the commencement of the development work

until the date of practical completion. The capitalisation of finance costs is suspended if there are prolonged

periods when development activity is interrupted.

(iii) Investment property landbank

Investment property landbank are valued using residual (44% of total balance) or comparison methods (56%

of total balance), by independent appraisers at year end and half year based on open market values (RICS

Standards). Level 3 category of fair value hierarchy is applied.

(iv) Right of use assets

Please refer to note 27.

(v) Investment property value

Investment property can be split up as follows:

31 December 2025 31 December 2024

Completed investment property 2,305.6 2,387.8

Investment property under construction 140.9 141.6

Investment property landbank 94.5

111.4

Right of use of lands under perpetual usufruct (IFRS 16) 33.6 33.8

Total 2,574.6 2,674.6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

30

The movement in investment property for the periods ended 31 December 2025 and 31 December 2024 was

as follows:

Right of use of lands

under perpetual

usufruct (IFRS 16)

Completed

investment

property

Investment

property under

construction Landbank Total

Carrying amount as of

1 January 2024

40.0

2,007.4 67.5 158.5 2,273.4

Capitalised expenditure - 34.5 48.5 2.1 85.1

Purchase of investment property under

constructions and land

- - 13.8 - 13.8

Reclassification

19

- - 4.1 (4.1) -

Reclassified to assets held for sale

20

(38.2) (49.5) - (55.0) (142.7)

Gain/(loss) from revaluation - (30.6) 7.7 13.2 (9.7)

Sale

21

- (27.3) - (3.3) (30.6)

Acquisition

22

7.3 452.1 - - 459.4

Change in right of use of lands under

perpetual usufruct

23.5 - - - 23.5

Revaluation of right of use of lands

under perpetual usufruct

(0.3) - - - (0.3)

Other changes - 1.2 - - 1.2

Foreign exchange differences 1.5

-

- -

1.5

Carrying amount as of

31 December 2024

33.8

2,387.8 141.6 111.4 2,674.6

Capitalised expenditure - 48.4 34.3 1.3 84.0

Exchange transaction

23

- - - 3.9 3.9

Reclassified to assets held for sale

24

- (20.1) - - (20.1)

Change in right of use of lands under

perpetual usufruct

0.1 - - - 0.1

Adjustment to fair value - (110.6)

(23.4

) (0.5)

(134.5)

Revaluation of right of use of lands

under

perpetual usufruct

(0.3) - - -

(0.3)

Sale

25

(0.5) (1.1) (12.1) (21.6) (35.3)

Foreign exchange differences 0.3 - - - 0.3

Other changes 0.2 1.2 0.5 - 1.9

Carrying amount as of

31 December 2025

33.6 2,305.6 140.9 94.5 2,574.6

Reconciliation between capitalized expenditures and paid expenditures is presented below:

Year ended

31 December 2025

Year ended

31 December 2024

Capitalized expenditures (including purchase of completed

assets and land)

84.0

98.9

Change in payables and provisions related to investing activities (14.9)

(7.2)

Change in receivables related to investing activities 6.8 (9.0)

Purchase of property, plant and equipment 0.5 0.3

Other (1.8)

0.7

Paid expenditures in line with cash flow statement 74.6

83.7

19

Matrix D (new office development in Croatia) transferred from landbank to IPUC due to start of construction in December 2024.

20

Glamp d.o.o. Beograd and land plot in Warsaw (Wilanów) were reclassified to assets held for sale.

21

On 31 December 2024, the Group finalized the sale of Matrix C and land plot in Sofia.

22

Acquisition of the German residential portfolio.

23

Exchange of shares in GTC VRSMRT Projekt KfT. and GTC Trinity d.o.o. for shares in Chino Invest Ingatlanhasznosító Kft and Infopark H

Építési Terület Kft under a swap agreement – described in more detail in note 9 Events in the period.

24

Office building in Warsaw was reclassified to assets held for sale.

25

In 2025 the Group finalized sale of Matrix D property under construction in Zagreb, landbank together with office building in Budapest and

land plot in Katowice, Poland – further details described in note 9 Events in the period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

31

Loss from revaluation of investment properties consists of the following:

Y

ear ended

31 December 2025

Year ended

31 December 2024

Adjustment to fair value of completed investment property (110.6)

(30.6)

Adjustment to the fair value of investment properties under construction (23.4)

7.7

Adjustment to the fair value of landbank

(0.5

)

13.2

Total adjustment to fair value of investment property

(134.5)

(9.7)

Other (4.1) 5.9

Impairment of residential landbank (8.3)

(0.6)

Revaluation of right of use of lands under perpetual usufruct (including

residential landbank)

(0.2)

(0.3)

Total recognised in profit or loss (147.1) (4.7)

Segment analysis of adjustment to fair value of completed investment properties is presented below:

Year ended

31 December 2025

Year ended

31 December 2024

Poland (51.2) (27.6)

Belgrade (0.8)

(0.6)

Hungary (52.4) 5.5

Bucharest (7.6) (3.2)

Zagreb (1.5) (1.5)

Sofia 3.7 (3.2)

Germany (0.8)

-

Total adjustment to fair value of completed assets (110.6) (30.6)

Assumptions used in the fair value valuations of completed assets (office and retail) as of 31 December 2025

are presented below:

Portfolio Book value

GLA

thousand

Average

Occupancy

Actual

Average

rent

Average

ERV

26

Average

Yield

27

sqm % EUR/ sqm/m EUR/ sqm/m %

Poland retail

426.7 113 95% 22.0 22.9 6.7%

Poland office 280.7 192 76% 15.1 14.4 8.5%

Belgrade retail 90.2 34 99% 20.3 21.7 9.1%

Hungary office 568.5 196 87% 19.7 18.0 7.0%

Hungary retail 21.9 6 85% 23.4 21.2 7.1%

Bucharest office

160.5 62 84% 18.0 19.2 7.0%

Zagreb retail 85.0 28 95% 23.6 23.4 8.7%

Zagreb office 15.2 7 100% 15.7 15.7 8.6%

Sofia office 117.6 52 88% 15.8 16.3 7.3%

Sofia retail 86.1 23 99% 27.0 25.2 8.5%

Total 1,852.4 713 86% 19.1 18.4 7.5%

26

ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such

as a condition of the property, amenities, location, and local market conditions).

27

Average yield is calculated as in-place rent divided by fair value of asset.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

32

Assumptions used in the fair value valuations of completed assets (residential) as of 31 December 2025 are

presented below:

Portfolio Book value

GLA

thousand

Average

Occupancy Actual Average rent

Average

Capitalization

Rate

28

sqm % EUR/ sqm/m %

Kaiserslautern

207.5 135 89% 7.1 2.5%

Heidenheim

99.2 58 91% 7.8 2.6%

Helmstedt

66.9 62 86% 6.8 4.0%

Schöningen

47.0 50 77% 6.7 4.6%

Other

32.6 20 72% 7.9 3.2%

Total 453.2 325 86% 7.2 3.0%

With regards to the Germany property portfolio, the Group began a review of the acquisition and an evaluation

of its business potential in the German market. Following a detailed reassessment, the Group started market

sounding and is preparing the process of selling parts of the portfolio in a cluster approach, selectively monetizing

regional concentrations. At the same time, the Group is cognizant of the risk that prices achieved may be in

some cases materially below the book value of assets.

Assumptions used in the fair value valuations of completed assets (office and retail) as of 31 December 2024

are presented below:

Portfolio Book value

GLA

thousand

Average

Occupancy

Actual

Average

rent

Average

ERV

29

Average

Yield

30

sqm % EUR/ sqm/m EUR/ sqm/m %

Poland retail 435.1 113 94% 22.8 23.4 6.7%

Poland office 325.0 199 74% 15.2 14.5 8.3%

Belgrade retail 90.1 34 99% 20.1 21.4 9.0%

Hungary office 606.9 203 86% 19.3 17.7 6.6%

Hungary retail

22.2 6 100% 20.4 21.4 7.3%

Bucharest office

161.4 62 82% 18.5 18.6 6.9%

Zagreb retail 86.0 28 99% 22.6 23.8 8.6%

Zagreb office 14.8 7 100% 16.5 15.3 9.2%

Sofia office 113.6 52 85% 16.7 16.3 7.7%

Sofia retail 80.6 23 100% 24.5 24.6 8.3%

Total 1,935.7 727 85% 19.0 16.2 7.3%

Assumptions used in the fair value valuations of completed assets (residential) as of 31 December 2024 are

presented below:

Portfolio Book value

GLA

thousand

Average

Occupancy

Actual Average rent

Current

Discount Rate

31

sqm % EUR/ sqm/m %

Kaiserslautern 212.2 135 86% 7.1 4.1%

Heidenheim

97.1 58 88% 7.6 4.0%

Helmstedt

64.4 62 83% 6.4 4.9%

Schöningen 45.3 50 73% 6.4 5.3%

Other

33.1 20 71% 7.8 4.4%

Total 452.1 325 83% 7.0 4.2%

28

Capitalization rate is the standardized property rate used in the German real estate valuation system.

It represents the annual interest rate at which the market typically capitalizes the net operating income from a property to determine its market

value under the income approach. This measure was disclosed as replacement to discount rate presented in relevant disclosure for previous

period.

29

ERV- Estimated Rent Value (the open market rent value that a property can be reasonably expected to attain based on characteristics such

as a condition of the property, amenities, location, and local market conditions).

30

Average yield is calculated as in-place rent divided by fair value of asset.

31

The discount rate is the percentage rate used to discount all cash flows. The level of the chosen discount rate (per cashflow or valuation)

reflects the risk assessment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

33

Inter-relationship between key unobservable inputs and fair value measurements of completed assets (office

and retail) for the discounted cash flow (DCF) method in the years ended 31 December 2025 and 31 December

2024:

31 December 2025 31 December 2024

Estimated

change

Estimated

total fair value

of completed

assets

following the

change

Estimated

change

Estimated

total fair value

of completed

assets

following the

change

Increase of 5% in ERV

88.9 1,941.4 89.0 2,024.7

Decrease of 5% in ERV

(89.5) 1,763.0 (89.8) 1,845.9

Increase of 25bp in Average Yield

(51.3) 1,801.2 (53.1) 1,882.6

Decrease of 25bp in Average Yield

54.1 1,906.6 56.6 1,992.3

Information regarding investment properties under construction as of 31 December 2025 and 31 December 2024

is presented below:

31 December 2025 31 December 2024 Estimated area (GLA)

thousand sqm

Budapest (Center Point III)

96.1 89.0 36

Budapest (G-Delta Andrassy) 11.1

23.6

4

Budapest (Rose Hill Business Campus)

9.5

10.7 11

Germany (GTC Elibre)

24.2 14.2

4

Zagreb (Matrix D) -

4.1

-

Total

140.9 141.6 55

The following table presents significant unobservable inputs used in the fair value measurement of retail and

office investment properties under construction for the residual method in the years ended 31 December 2025

and 31 December 2024:

Significant unobservable inputs

31 December 2025 31 December 2024

Estimated rental value (ERV) 18.9 – 29.4 EUR/sqm /month 16.0 – 46.95 EUR/sqm /month

Capitalisation rate (Cap rate) 6.3% – 6.9% 5.78% – 6.9%

Hard costs 1,700.0 – 3,500.0 EUR/sqm 1,600.0 – 3,500.0 EUR/sqm

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

34

Inter-relationship between key unobservable inputs and fair value measurements of investment property under

construction for the residual method in the years ended 31 December 2025 and 31 December 2024:

31 December 2025

31 December 2024

Estimated

change

Estimated total fair

value of IPUC

following the change

Estimated change

Estimated total fair

value of IPUC

following the change

Increase of 5% in ERV 8.6 149.5

10.5 152.1

Decrease of 5% in ERV (8.5) 132.4

(10.5) 131.1

Increase of 25bp in Cap rates

(5.8) 135.1

(8.0) 133.6

Decrease of 25bp in Cap rates 6.2 147.1

8.7 150.3

Increase of 5% in expected construction costs (2.7) 138.2

(4.3) 137.3

Decrease of 5% in expected construction costs 2.7 143.6

4.1 145.7

Information regarding book value of investment property landbank for construction as of 31 December 2025 and

31 December 2024 is presented below:

31 December 2025 31 December 2024

Poland 8.0 11.3

Hungary

40.2 47.4

Serbia 42.0 37.9

Romania 4.3 7.7

Croatia

- 7.1

Total

94.5 111.4

The following table presents significant unobservable input used in the fair value measurement of investment

property landbank for the residual method in the years ended 31 December 2025 and 31 December 2024:

Significant unobservable inputs

31 December 2025 31 December 2024

Capitalisation rate (Cap rate) 7.5% 7.0% - 8.75%

Inter-relationship between key unobservable inputs and fair value measurements of investment property

landbank for the residual method in the years ended 31 December 2025 and 31 December 2024:

31 December 2025 31 December 2024

Estimated change

Estimated total

fair value of

landbank

following the

change

Estimated

change

Estimated total

fair value of

landbank

following the

change

Increase of 25bp in Cap rates (5.9) 36.1 (0.4) 45.1

Decrease of 25bp in Cap rates

6.3 48.3 0.5 46.0

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

35

Inter-relationship between key unobservable inputs and fair value measurements of investment property

landbank for the comparable method in the years ended 31 December 2025 and 31 December 2024:

31 December 2025 31 December 2024

Estimated change

Estimated total fair

value

of landbank

following the

change Estimated change

Estimated total fair

value

of landbank

following the

change

Increase of 5% in price

2.6 55.1 3.3 114.5

Decrease of 5% in price

(2.6) 49.9 (3.3) 107.9

18. Non-current financial assets measured at fair value through profit or loss

As of 31 December 2025 and 31 December 2024 the fair values of non-current financial assets were as follows:

31 December 2025 31 December 2024

Notes (Ireland) 135.0 120.4

Units (Trigal) 17.6 16.5

NAP shares

32

- 4.4

Bonds (ISIN HU0000362207)

32

- 3.8

ACP Fund 3.1 3.0

Grid Parity Bond - 6.6

Other 0.6 -

Total 156.3 154.7

Non-current financial assets at fair value through profit or loss are carried in the statement of financial position

at fair value with net changes in fair value recognized in the statement of profit or loss.

18.1 Notes (Ireland)

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 as a life science and technology

campus. GTC’s investment comprised acquiring upfront notes in the value of EUR 115 as of initial recognition

date. As of 31 December 2025, the Company has already additionally invested EUR 8.0, 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 centre. The KIC currently generates

32

Please refer to note 9 Events in the period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

36

around EUR 4.5 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. Additional

external debt funding for the first phase of the project was formally completed in early 2026. The funds will be

drawn down in line with CAPEX requirements over the next 2.5 years.

The first stage of the project involves upgrading existing and constructing new campus infrastructure to enable

the development of the data center. During this phase, the energy infrastructure serving the entire data center

campus will be built, along with the first section of the data center complex, for which the initial power supply has

already been secured.

The next milestone are landlord responsible delivery of site highways and infrastructure works to be completed

by end of the first half of 2026, with construction underway.

Ireland has recently updated its energy and grid connection framework for large users, helping to clarify the

conditions under which new data centre projects can secure power connections.

In prior periods, GTC’s investment was protected by customary investor protection mechanisms linked to project

milestones. These provisions are no longer in force and do not affect the Group’s rights or obligations as of 31

December 2025.

GTC involve external valuation experts to prepare valuation reports establishing fair value of both KIC and notes

with minimal annual frequency. Last external valuation has been prepared as of 31 December 2025. The fair

value of KIC and the fair value of notes was established based on valuation reports prepared by Kroll Advisory

(Ireland) Limited (“Kroll”) in accordance with IFRS 13 Fair Value Measurement (fair value at level 3). Kroll

estimated the range of fair value of the notes between EUR 135 and EUR 155. The project value used in the

valuation of the instrument was established by Kroll Advisory (Ireland) Limited as of 31 December 2025, in

accordance with the appropriate sections of the Valuation Technical and Performance Standards (“VPS”)

contained within the RICS Valuation – Global Standards (the “Red Book”). Key unobservable inputs used in the

valuation are cost per MW, rent per KW/month and yield. Impact of changes by 2.5% or 5% in these inputs will

not be higher than corresponding changes in GDV presented below.

Management concluded that the current book value of the notes represents their fair value, what is within the

range estimated by Kroll. The types of significant unobservable inputs used in the fair value measurement of the

notes as of 31 December 2025 remain consistent with those used as of 31 December 2024. However, the values

of these inputs have changed as presented in the table below.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

37

The following table presents significant unobservable inputs used in the fair value measurement of the notes in

the years ended 31 December 2025 and 31 December 2024:

Significant unobservable inputs

31 December 2025 31 December 2024

Estimated discount rate 31.5% 27.4%

Gross Development Value (GDV)* 4,300 EUR 4,200 EUR

Information regarding inter-relationship between key unobservable inputs and fair value measurements

is presented below:

31 December 2025 31 December 2024

Total Fair Value of financial

instrument

Total Fair Value of financial

instrument

Increase Decrease Increase Decrease

Change in estimated discount rate by 5% 126.0 144.9 115.1 126.2

Change in estimated discount rate by 10%

117.8 156.0 110.2 132.5

Change in estimated GDV by 2.5%

139.9 130.1 124.3 116.5

Change in estimated GDV by 5% 144.7 125.3 128.2 112.8

(*) The presented GDV value refers to the total value of the completed project.

18.2 Units (Trigal)

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 consideration of EUR 12.6 from an entity related to the Majority shareholder. The Fund is focused

on commercial real estate investments in Slovenia and Croatia with a total gross asset value of EUR 84.7.

The fund expected maturity is in Q4 2028. Valuation is based on fund management report, where NAV

is measured at fair value allocated to our investment share (fair value at level 2).

18.3 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 EUR 5 in ACP Fund, and total of

EUR 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. Valuation

is based on fund management report, where NAV is measured at fair value allocated to our investment share

(fair value at level 2).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

38

19. Residential landbank

Inventory related to residential projects under construction is stated at the lower of cost and net realisable value.

The realisable value is determined using the Discounted Cash Flow method or Comparison method

by independent appraisers. Costs relating to the construction of a residential project are included in the inventory.

Commissions paid to sales or marketing agents on the sale of real estate units, which are not refundable, are

expensed in full when the contract to sell is secured.

The movement in residential landbank for the years ended 31 December 2024 and 31 December 2025 was

as follows:

Residential landbank

Carrying amount as of 1 January 2024

27.2

Capitalized expenditure

3.2

Acquisition

6.0

Reversal of impairment/(impairment)

(0.6)

Carrying amount as of 31 December 2024

35.8

Revaluation of right of use of lands under perpetual usufruct (0.1)

Capitalized expenditure 1.5

Reversal of impairment/(impairment) (8.3)

Carrying amount as of 31 December 2025 28.9

The carrying amount of residential landbank as of 31 December 2025 refers to non-core land plots designated

for residential development in Croatia, Hungary, Romania and Germany.

20. Derivatives

The Group uses derivative financial instruments, such as cross-currency interest rate swaps, interest rate swaps

and caps, to hedge its interest rate risk and foreign currencies’ rates risk. Such derivative financial instruments

are initially recognised at fair value on the date on which a derivative contract is entered into and are

subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive

and as financial liabilities when the fair value is negative.

The Group applies hedge accounting. For the purpose of hedge accounting, hedges are classified as cash flow

hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk

associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency

risk in an unrecognised firm commitment.

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship

to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking

the hedge. The Group uses both qualitative and quantitative methods for assessing effectiveness of the hedge.

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge

reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow

hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the

cumulative change in fair value of the hedged item.

The Group holds instruments (IRS, CAP and cross-currency interest rate SWAP) that hedge the risk involved

in fluctuations of interest rate and foreign currencies’ rates. The instruments hedge interest on loans and bonds

for a period of 1-6 years.

The fair value of derivatives is determined by using discounted cash flow method using observable inputs (fair

value level hierarchy 2). Fair value of derivatives is measured using cash flows models based on the data from

publicly available sources.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

39

Derivatives are presented in financial statements as below:

31 December 2025 31 December 2024

Non-current assets - 0.4

Current assets 0.7 5.6

Non-current liabilities

(21.3) (37.0)

Current liabilities - (0.2)

Total

(20.6) (31.2)

The movement in derivatives for the years ended 31 December 2025 and 31 December 2024 was as follows:

31 December 2025 31 December 2024

Fair value as of the beginning of the year (31.2) (4.5)

Charged to other comprehensive income 2.1 (18.3)

Charged to profit or loss

33

8.5 (8.4)

Fair value as of the end of the year

(20.6) (31.2)

During the reporting period no material ineffectiveness of hedging with effect in profit or loss occurred.

The movement in hedge reserve in equity for the years ended 31 December 2025 and 31 December 2024 was

as follows:

31 December 2025 31 December 2024

Hedge reserve as of the beginning of the year (13.7) 0.7

Charged to other comprehensive income 10.6 (26.7)

Realized in the period (charged to profit or loss)

32

(8.5)

8.4

Total impact on other comprehensive income 2.1 (18.3)

Income tax on hedge transactions 0.1 2.3

Other movements - 1.6

Hedge reserve as of the end of the year

(11.5) (13.7)

Derivatives as of 31 December 2025 and 31 December 2024 consist mainly of IRS and cross-currency interest

rate swaps.

For more information regarding derivatives, see note 35.

33

This amounts reflects hedging effect that was within reporting period recognised initially in OCI and exercised in P&L in accordance to GTC

hedge accounting principles. This profit/loss mainly offset mainly a foreign exchange differences on bonds nominated in HUF (P&L effect in line

Foreign exchange differences).

Nature of

hedge item

Nominal

amount of

hedge item

Currency

31 December

2025

Nominal

amount of

hedge item

Currency

31 December

2024

IRS (EURIBOR 3M) Loans 265 EUR (1.2) 413 EUR 2.8

SWAP (fixed to fixed /

HUF to EUR)

Bonds 59,400 HUF (19.2) 59,400 HUF (33.7)

Other derivatives

(0.2)

(0.3)

Total

(20.6) (31.2)

Instruments Measurement Rate range for interest Currency rate for SWAP

IRS (EURIBOR 3M) Fair value (-0.2%) – (3.2%) n/a

SWAP (fixed to fixed / HUF to

EUR)

Fair value 0.92% - 0.99% 360.33 – 367.66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

40

21. Trade payables and provisions

Main titles of trade payables and provisions are presented below:

31 December 2025 31 December 2024

Payables related to investing activity 39.2

18.7

Current portion of lease liabilities 0.7 0.6

Payables related to withholding tax 2.6 2.2

Advances received 4.9

5.3

Provision for perpetual usufruct 2.0 3.1

Payables in newly acquired entities - 12.2

Other trade payables and provisions 29.3

20.8

Total

78.7 62.9

22. Blocked deposits

Blocked deposits include deposits related to loan agreements and other contractual commitments and can

be used only for certain operating activities as determined by underlying agreements. Blocked deposits related

to contractual commitments include mostly tenants’ deposit accounts, security accounts and capex accounts.

Deposits related to loan agreements can be used anytime (for the defined purposes upon approval of the lender),

as so, they are presented within current assets.

In the year ended 31 December 2025, the balance of blocked deposits also comprises the deposit in escrow

account in GTC Finance DAC (EUR 237.9) which may only be released to fund the Proceeds Loan to GTC

Hungary or to redeem remaining Existing Notes. Funds were used in 2026 for the purpose of redemption of

bonds issued by GTC Aurora (please see note 9).

23. Cash and cash equivalents

Cash balance consists of cash at banks (including short-term demand deposits) and cash on hand. Cash

at banks earns interest at floating rates based on periodical bank deposit rates. Except for minor amounts,

all cash is deposited in banks.

All cash and cash equivalents are available for use by the Group. GTC Group cooperates mainly with banks with

investment ranking above BBB-. The major bank, where Group deposits 60% of cash and cash equivalents and

blocked deposits is financial institution with credit rating A. Second bank with major Group’s cash and cash

equivalents and blocked deposits (6%) is institution with credit rating BBB-. Group monitors ratings of banks and

manage concentration risk by allocating deposits in multiple financial institutions (over 10 institutions).

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following

at 31 December 2025 and 31 December 2024:

31 December 2025 31 December 2024

Cash at banks and on hand

107.2

53.4

Cash at banks related to assets held for sale

- 1.8

Cash and cash equivalents at the end of the period 107.2 55.2

24. Deposits from tenants

Deposits from tenants represent amounts deposited by tenants to guarantee their performance of obligations

under tenancy agreements. The deposits are refundable at the end of the lease. Deposits from tenants that shall

be returned within a year are presented within current liabilities. The major bank, where Group keeps deposits

from tenants is bank with investment ranking above BBB.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

41

25. Non-controlling interest

The Company’s subsidiary (Euro Structor d.o.o.) that holds Avenue Mall granted in 2018 to its shareholders

a loan, pro-rata to their stake in the subsidiary. The loan principal and interest shall be repaid by 30 December

2026. In the event that Euro Structor renders a resolution for the distribution of dividend, Euro Structor has

the right to set-off the dividend against the loan. In case a shareholder sells its stake in Euro Structor, the loan

shall be due for repayment upon the sale. The loan was granted on market terms.

As of the reporting date, the Company has indirectly, through its subsidiary GTC Paula SARL, 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) and 89.9% 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.

Summarized financial information of the material non-controlling interest as of 31 December 2025 and

31 December 2024 is presented below

:

Euro Structor

d.o.o.

31.12.2025

Germany

Portfolio

31.12.2025

Total

31.12.2025

Euro Structor

d.o.o.

31.12.2024

Germany

Portfolio

31.12.2024

Total

31.12.2024

Non-current assets 126.7 490.1 616.8 140.4 500.8 641.2

Current assets 14.8 17.5 32.3 3.8 17.7 21.5

Total assets 141.5 507.6 649.1 144.2 518.5 662.7

Equity 80.4 218.0 298.4 83.0 220.4 303.4

Non-current liabilities 16.9 138.1 155.0 59.5 181.1 240.6

Current liabilities 44.2 151.5 195.7 1.7 117.0 118.7

Total equity and

liabilities

141.5 507.6 649.1 144.2 518.5 662.7

Revenue 12.1 23.6 35.7 12.5 - 12.5

Profit /(loss) for the

year

4.4 (4.9) (0.5) 7.1 - 7.1

Other comprehensive

profit/(loss)

- - - - - -

NCI share in equity

24.1

23.5 47.6 24.9 23.6 48.5

Loan granted to NCI

(11.0)

- (11.0) (11.6) - (11.6)

NCI share in profit /

(loss)

1.3

(0.9) 0.4 2.1 - 2.1

In the reporting period, dividend was distributed to non-controlling interest in the amount of EUR 2.1. The part in

the amount of EUR 1.0 was set off against a loan.

In 2024 dividend was distributed to non-controlling interest in the amount of EUR 1.5.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

42

26. Long-term loans and bonds

All loans and borrowings and debt securities are initially recognized at fair value, net of transaction costs

associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings and debt securities are measured at amortised

cost using the effective interest rate method.

BONDS

GTC Finance DAC

Conditions of newly issued bonds are described in note 9. The new notes are secured by (i) a pledge over the

DAC escrow account (see note 22); and (ii) an assignment by way of security of the Proceeds Loan receivable

from GTC Hungary (eliminated on consolidation).

Contractual post-substitution security: Upon the Issuer Substitution, bonds will be secured by the Group assets

in amount of EUR 762 (estimated value as at 30 June 2025), pledges over shares in the entity owning Galeria

Północna, and pledges over bank accounts and receivables. These had not been established on 31 December

2025 (see note 36).

As securities for the bank loans, the banks have among other mortgages over the assets and security deposits

together with assignment of the associated receivables and insurance rights.

In its financing agreements with banks, the Group undertakes to comply with certain financial covenants that are

listed in those agreements. The main covenants are maintaining Loan-to-Value and Debt Service Coverage

ratios in the company that holds the project.

In addition, substantially, all investment properties and IPUC that were financed by a lender were pledged to

secure the long-term loans from banks. Unless otherwise stated, fair value of the pledged assets exceeds the

carrying value of the related loans.

Green Bonds (series maturing in 2027-2030) and green bonds (series maturing in 2028-2031) are denominated

in HUF. All other bank loans and bonds are denominated in euro.

For further information please refer also to note 35.

31 December 2025 31 December 2024

Bonds 920.3 644.2

Bank loans 1,044.8 985.7

Long-term loans’ acquisition costs (including amortised cost

valuation result)

(7.0) (17.9)

Long-term bonds’ acquisition costs (including amortised cost

valuation result)

(43.9) (2.4)

Total borrowings 1,914.2 1,609.6

Of which

Long-term borrowings 1,025.2 1,389.6

Short-term borrowings 889.0 220.0

Total borrowings 1,914.2 1,609.6

31 December 2025

31 December 2024

Current portion Long-term portion Current portion Long-term portion

Green bonds mature in 2027-2030 (HU0000360102)

0.4 102.8 0.1 96.5

Green bonds mature in 2028-2031 (HU0000360284)

0.5 51.4 0.4 48.3

Green bonds mature in 2026 (XS2356039268)

303.5 - 5.8 493.1

GTC Finance DAC bonds mature in 2030

(

XS3201265769

)

6.7 455.0

- -

Total bonds

311.1 609.2 6.3 637.9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

43

As of 31 December 2025, the Group continues to comply with the covenants set out in the loan agreements and

bonds’ terms and conditions, with the exception of loan facility of GTC Paula SARL – see details in Note 4 Going

concern.

Movements in long term loans and bonds for the years ended 31 December 2025 and 31 December 2024

were as follows:

31 December 2025 31 December 2024

Balance as of the beginning of the year 1,609.6 1,274.0

Cash changes

Drawdowns - loans 84.0 265.2

Bonds issue 432.3 -

Repayment of loans (26.2) (55.9)

Repayment of bonds (192.3) -

Interest paid (60.6) (35.2)

Loan origination costs (23.0) (3.4)

Non-cash changes

Buy-back of Aurora bonds

-

(5.4)

Income on buy-back of Aurora bonds (2.7) (0.6)

Reclassified to liabilities related to AHFS - (24.8)

Accrued interest 67.6 34.5

Acquisition of loans - 183.5

Change in long-term bonds and loans’ acquisition costs

(including amortised cost valuation result)

15.9 2.0

Acquisition deferred issuance debt expenses

-

(0.5)

Disposal - (13.8)

Other 0.3 0.3

Foreign exchange differences 9.3 (10.3)

Balance as of end of the year 1,914.2 1,609.6

27. Lease liability and right of use

Lease liabilities include mostly lease payments for land subject to perpetual usufruct payments and classified as

land under investment property (completed, under construction and landbank) and residential landbank.

Perpetual usufruct payments are payments, which are done in advance or in arrears on an annual or monthly

basis within a define period (from 33 to 86 years). Perpetual usufruct payments are made in Poland, Croatia,

Romania, Serbia and Germany.

Due to the fact that perpetual usage payments, by substance, are lease payments, they are accounted for under

IFRS 16.

In the consolidated financial position statements, the Group recognized a right of use and lease liabilities:

a) Right of use of lands under perpetual usufruct is presented:

• as part of the Investment Property, with separate disclosure in a separate note;

• as part of the residential landbank.

b) Lease liabilities are presented separately, as a part of the short-term and long-term liabilities, with a separate

disclosure.

The right of use of lands under perpetual usufruct is amortized over the lease period (for cost method) or valued

using the fair value approach (for investment properties valued at fair value). For the right of use measured at fair

value, the Group presents the change in fair value within the profit (loss) on revaluation. Interest incurred on land

leases is presented as finance expenses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

44

The Group entered into several other leases (low value, short term) and in such cases, the lease is expensed

without balance sheet recognition. The value of such expenses is immaterial.

The balance of right of use as of 31 December 2025 and 31 December 2024 was as follows:

31 December 2025 31 December 2024

Completed investment property 32.6

32.6

Investment property landbank at cost 1.0 1.3

Residential landbank

0.9 1.0

Property, plant and equipment - 2.0

Total 34.5

36.9

The balance of lease liability as of 31 December 2025 and 31 December 2024 was as follows:

The lease liabilities were discounted using discount rates applicable to long-term borrowing in local currencies

in the countries where the assets are located.

The movements in rights of use for the years ended 31 December 2025 and 31 December 2024 was as follows:

2025 2024

Balance as of 1 January 36.9 43.3

Recognition / (derecognition) of right of use asset for lands under perpetual

usufruct and other assets

(1.3) 23.5

Acquisition - 7.3

Revaluation and amortization of right of use (0.6) (0.3)

Reclassification to assets held for sale - (38.2)

Foreign exchange differences (0.5) 1.3

Balance as of 31 December 34.5 36.9

The movements in lease liabilities for the years ended 31 December 2025 and 31 December 2024 was as

follows:

2025 2024

Balance as of 1 January 37.6

43.7

Recognition / (derecognition) of lease liability for lands under

perpetual usufruct and other assets

0.6 23.5

Acquisition -

7.3

Payments of leases (1.0) (0.8)

Change in provision (0.2) (1.4)

Change in accrued interest 0.6

1.7

Reclassification to liabilities related to assets held for sale - (38.2)

Foreign exchange differences (0.5) 1.8

Balance as of 31 December 37.1 37.6

The Group pays an annual amount of EUR 1.6 (EUR 2.5 in 2024) as lease payment (principal and interest) for

lands under perpetual usufruct. Payment of leases in the table above relates only to principal repayment.

Country 31 December 2025 31 December 2024 Discount rate

Poland 18.5 18.8 4.2%

Romania 6.0 6.9 5.7%

Serbia 1.0

0.8

7.6%

Croatia 1.2 1.3 4.4%

Germany 8.2 7.4 4.1%

Other 2.2

2.4

3.0%

Total 37.1

37.6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

45

28. Long-term payables

The balance of long-term payables as of 31 December 2025 and 31 December 2024 was as follows:

31 December 2025 31 December 2024

Provision for tax legal case - 7.3

Minimum dividend payment 4.5

4.8

Liabilities related to retention 4.5 4.8

Liabilities for put options on non-controlling interests 7.9 18.6

Other 7.8 4.7

Total 24.7 40.2

On 3 December 2024, the Company received a decision of the Head of the Opole Customs and Fiscal Office

(“OUCS”) dated 20 November 2024, issued as part of a tax investigation into the fulfilment of the payer's

obligations to collect withholding tax on income earned by non-residents from dividends. In the financial

statements for the year ended 31 December 2024, a provision of EUR 7.3 (including EUR 3.0 of interest on tax

arrears) was recognised in connection with this case. The Company has appealed the Decision, alleging

violations of both substantive and procedural law. In December 2025, Company received negative decision from

OUCS and based on that paid withholding tax with interest (EUR 7.0 in total). In January 2026 Company filed a

complaint to the Voivodeship Administrative Court. The status has not changed as of signing date of these

financial statements.

29. Prepayments and other receivables

The balance of prepayments and other receivables decreased from EUR 38.6 as of 31 December 2024 to EUR

34.1 as of 31 December 2025.

The majority of decrease is related to the collection in January 2025 of a part of purchase price in the amount of

EUR 10 in relation to the sale of shares in GTC Seven Gardens d.o.o. Detailed description in note 9.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

46

30. Assets held for sale and liabilities related to assets held for sale

The balances of assets held for sale as of 31 December 2025 and 31 December 2024 were as follows:

On 17 January 2025, the Group finalized the sale of land plot in Warsaw (Wilanów district). On 31 January 2025,

the Group finalized the sale of the entire share capital of Serbian subsidiary Glamp d.o.o. Beograd (Project X).

In September 2025, the Group finalized sale of the land plot located in Warsaw. Further details about assets

held for sale are presented in note 9 Events in the period.

The balances of liabilities related to assets held for sale as of 31 December 2025 and 31 December 2024 were

as follows:

31. Capital and Reserves

SHARE CAPITAL

As of 31 December 2025, and 31 December 2024 share structure was as follows:

Number of Shares Total value in PLN Total value in EUR

574,255,122 57,425,512 12,919,912

All shares are entitled to the same rights.

Shareholders who as at 31 December 2025, held above 5% of the Company shares were as follows:

• GTC Dutch Holdings B.V

• Powszechne Towarzystwo Emerytalne PZU S.A. (managing Otwarty Fundusz Emerytalny PZU “Złota

Jesień”)

• Powszechne Towarzystwo Emerytalne Allianz Polska S.A. (managing Allianz Polska Otwarty Fundusz

Emerytalny)

CAPITAL RESERVE

Historically capital reserve represented a loss attributed to non-controlling partners of the Group, which

crystalized once the Group acquired the non-controlling interest in the subsidiaries of the Group. In the year

ended 31 December 2024 Company acquired German portfolio and as a result of that transaction in capital

34

Balance consists mainly of investment property in the value of EUR 52.2.

35

Balance consists mainly of landbank in the value of EUR 61.8 and right of use in the amount of EUR 39.6.

36

Balance consists mainly of bank loan in the value of EUR 25.

37

Balance consists of lease liability.

31 December 2025 31 December 2024

Office buildin

g

in Poland

19.6 -

Glamp d.o.o. Beo

g

rad

34

- 55.8

Landbank in Poland

35

- 101.4

Total

19.6 157.2

31 December 2025 31 December 2024

Glamp d.o.o. Beograd

36

- 29.6

Landbank in Poland

37

- 39.6

Total - 69.2

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

47

reserve were recognised put option price for acquisition of minority shares held by Peach Group (EUR 18.6) and

minimum dividend payment obligation (EUR 4.9).

In 2025, GTC Paula SARL exercised its option to purchase additional shares in German entities. Settlement of

the call option resulted in the decrease of the reserve capital in the amount of EUR 11.7. Details regarding this

transaction are described in more detail in note 9 Events in the period.

PARTICIPATING NOTES

As the part of the acquisition of the German residential portfolio, 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 20-year maturity.

In accordance with the terms of issue the Participating Notes will entitle the noteholders to participate in the

Company’s profit if the General Meeting adopts a resolution on distribution of profit and payment of dividend. 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 agreed in the terms of issue. 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. The terms of the issue

also provide for an early redemption mechanism, which, in certain circumstances, occurs by settling the

redemption amount with the subscription price of the equity instruments issued by the Company as part of the

share capital increase. In such a case, the Participating Notes would be redeemable without any additional cash

payment to the bondholder.

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 companies holding assets that are part of the German residential portfolio (the “Call Option”). During

2025, the Call Option was finally settled for a total of EUR 45.4, resulting in the Group finalizing the acquisition

of all shares covered by this mechanism. Furthermore, in October 2025, GTC Paula SARL signed a sale and

purchase agreement with LFH Portfolio Acquico S.À R.L. for the acquisition of an additional 5.1% of shares in

four German companies: Portfolio Kaiserslautern III GmbH, KL Betzenberg IV GmbH, KL Betzenberg V GmbH,

and Kaiserslautern VI GmbH, previously held by Marco Garzetti. This transaction was settled through the

payment of the full amount of EUR 1.9.

In connection with the settlement of the Call Option, the conditions enabling the implementation of the early

redemption mechanism for the Participating Notes provided for in the terms of issue have been met, subject to

the adoption of appropriate corporate resolutions, including a resolution of the General Meeting on an increase

in the Company's share capital excluding the subscription rights of existing shareholders, and any other

resolutions necessary to carry out this operation.

As of 31 December 2025, and as of date of approval of these financial statements, the Participating Notes had

not been redeemed and remain outstanding.

As of 31 December 2025, in accordance with IAS 32, the Participating Notes are still classified as an equity

instrument. This classification results primarily from the fact that:

• The Company has no unconditional obligation to deliver cash or other financial assets in respect of the

Participating Notes;

• Payments to noteholders are contingent upon the adoption by the General Meeting of a resolution on the

payment of a dividend; in the absence of such a resolution, no payment obligation arises;

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

48

• Settlement of early redemption, in accordance with the terms of the issue, is affected by issuing a fixed number

of equity instruments for a fixed number of notes, without the obligation to make an additional cash payment.

In the Management Board's opinion, events that occurred in 2025, including the exercise and settlement of the

Call Option and the acquisition of additional shares in selected companies in the German residential portfolio,

did not change the economic and legal nature of the Participating Notes or their balance sheet classification.

Consequently, as of 31 December 2025, the Participating Notes continue to be presented in equity.

DISTRIBUTION OF THE 2024 PROFIT

On 24 June 2025, the Annual General Meeting of GTC S.A. approved a resolution to retain the entire net profit

of PLN 120.1 million (EUR 27.9) for 2024 within the Company.

32. Earnings per share

Basic earnings per share were calculated as follows:

Year ended

31 December 2025

Year ended

31 December 2024

Result for the period attributable to equity holders

(in EUR)

(155,000,000) 50,900,000

Weighted average number of shares for

calculating basic earnings per share

574,255,122 574,255,122

Basic earnings per share (in EUR) (0.27) 0.09

Year ended

31 December 2025

Year ended

31 December 2024

Result for the period attributable to equity holders

(in EUR)

(155,000,000) 50,900,000

Weighted average number of shares for

calculating basic earnings per share

574,255,122

Effect of dilutive potential ordinary shares

Shares related to participating notes - 44,988,504

Weighted average number of ordinary shares for

calculating diluted earnings per share

574,255,122 619,243,626

Diluted earnings per share (in EUR) (0.27)

0.08

For the year ended 31 December 2025, as the Company incurred a net loss attributable to ordinary equity

holders, all potential ordinary shares are considered antidilutive in accordance with IAS 33. Accordingly, the

44,988,504 potential ordinary shares relating to the participating notes have been excluded from the calculation

of diluted loss per share. Diluted loss per share is therefore equal to basic loss per share.

For the year ended 31 December 2024, the participating notes had a dilutive effect and were therefore included

in the calculation of diluted earnings per share.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

49

33. Related party transactions

Transactions with the related parties are arm’s length transactions.

The transactions and balances with related parties are presented below:

Year ended

31 December 2025

Year ended

31 December 2024

Balances

Long term payable*

0.5

Trade payables and provisions*

-

(*) In relation to purchase price retention from the seller, an entity related to the majority shareholder.

In the reporting period, GTC Elibre GmbH was invoiced the next tranche of EUR 9.9 related to the acquisition of

an investment property under construction (senior housing for rent) from a party related to the former

Management Board member, not associated with the majority shareholder. As of the reporting date, EUR 3.0

has been paid.

Remuneration of the Management and Supervisory Boards of GTC S.A. for the year ended 31 December 2025

amounted to EUR 3.2 (including EUR 1.1 related to termination fees for former management board members).

Remuneration of the Management and Supervisory Boards of GTC S.A. for the year ended 31 December 2024

amounted to EUR 2.2 (including EUR 0.6 related to termination fees for former management board members).

Valuation of share-based program as of 31 December 2025 and 31 December 2024 was close to zero.

34. Commitments, contingent liabilities and guarantees

COMMITMENTS

As of 31 December 2025 (and as at 31 December 2024), the Group had contractual commitments in relation

to future capital expenditures on investment properties, amounting to EUR 48.3 (EUR 77.7 as at 31 December

2024). 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 regarding purchase of Elibre project there is the contingent liability for the amount

of EUR 10 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.

GUARANTEES

In 2024 English law governed guarantee granted by Globe Trade Centre S.A. (“GTC SA”) 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

50

Party (as defined in the Facilities Agreement

38

) 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.

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.

CROATIA

In relation to the Marlera Golf project in Croatia, a part of the land is leased from the State. One expropriation

process initiated in 2014 remains ongoing. During the year, the Group initiated a settlement process with the

expropriator. Preparation of the settlement agreement is currently in progress.

35. Financial instruments and risk management

The Group’s principal financial instruments 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, non-current financial assets, cash and short-term deposits. The Group’s financial assets at

amortised cost include trade receivables, loans to associate, short-term deposits under current financial assets

and cash and cash equivalents.

The main risks connected with the Group’s financial instruments are cash flow interest risk, liquidity risk, foreign

currency risk and credit risk.

INTEREST RATE RISK

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because

of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates

primarily to the Group’s long-term debt obligations with floating interest rates and loans granted to non-controlling

interest partner.

The Group has a portfolio of fixed and variable rate loans and borrowings. The Group’s policy is to minimize

interest rate risk, by entering into interest rate swaps or interest rate cap transactions.

As of 31 December 2025, 87% of the Group’s long-term loans and bonds are hedged or have fixed interest rate

(as at 31 December 2024 – 95%).

For 2025, a 150bp increase in EURIBOR rate would lead to EUR 3.6 change in result before tax. For 2024, a

150bp increase in EURIBOR rate would lead to EUR 1.1 change in result before tax.

FOREIGN CURRENCY RISK

The Group enters into transactions in currencies other than the functional currency of the Group’s subsidiaries.

Therefore, it hedges the currency risk by matching the currency of the inflow (rents) with the currency

of the outflows. Also cash and cash equivalents are kept in the same currency.

38

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, 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

51

Exchange rates as of 31 December 2025 and 2024 were as following:

31 December 2025 31 December 2024

PLN/EUR 4.2267 4.2730

HUF/EUR 385.37 410.09

The table below presents the sensitivity of profit (loss) before tax due to changes in foreign exchange rates:

2025 2024

PLN/Euro PLN/Euro

Rate/Percentage of

change

4.6494

(+10%)

4.4380

(+5%)

4.0154

(-5%)

3.8040

(-10%)

4.7003

(+10%)

4.4867

(+5%)

4.0594

(-5%)

3.8457

(-10%)

Cash and blocked deposits (1.6) (0.8) 0.8 1.6 (1.8)

(0.9) 0.9 1.8

Trade and other receivables (0.3) (0.1) 0.1 0.3 (0.2) (0.1) 0.1 0.2

Trade and other payables 1.7 0.9 (0.9) (1.7) 1.0 0.5 (0.5) (1.0)

Land leases 1.8 0.9 (0.9) (1.8) 1.9 0.9 (0.9) (1.9)

Total 1.6 0.9

(0.9

)

(1.6) 0.9 0.4 (0.4) (0.9)

There is no currency risk related to bonds denominated in HUF as they are fully hedged. Exposure to other

currencies and other positions in the statement of financial position is not material.

The potential theoretical impact on the currency exposure if the Group would have not hedged the HUF Bonds

is as following:

Percentage of change in

FX rate

(-10%) (+10%)

Bonds in HUF 17.1 (14.0)

CREDIT RISK

Credit risk is the risk that a party to a financial instrument will fail to discharge an obligation. To manage this risk,

the Group periodically assesses the financial viability of its counterparties. The Group does not expect any

counterparty to fail in meeting their obligations. The Group has no significant concentration of credit risk with any

single counterparty or Group counterparties, except for the issuer of the notes disclosed in note 18 and banks

which deposits Group’s cash and cash equivalents disclosed in note 23.

With respect to trade receivables and other receivables that are neither impaired nor past due, which were not

secured, there are no indications as of the reporting date that those will not meet their payment obligations.

As of the reporting date there are no material impaired receivables.

With respect to loan granted to non-controlling interest it was assessed in Stage 1 as defined by IFRS 9 Financial

instruments.

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash

equivalents, and blocked deposits, the Group’s exposure to credit risk equals the carrying amount of these

instruments.

There are no material financial assets as of the reporting dates, which are overdue or impaired.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

52

LIQUIDITY RISK

As at 31 December 2025, the Group holds cash and cash equivalents (as defined in IFRS) in the amount

of EUR 107.2 and blocked deposits in the amount of EUR 290.3. As described above, the Group attempts to

efficiently manage all its liabilities and is currently reviewing its funding plans related to: (i) debt servicing of its

existing assets portfolio; (ii) capex; and (iii) development of commercial properties. Such funding will be sourced

through available cash, operating income, sales of assets and refinancing. The Management Board believes

that based on its current assumptions, the Group will be able to settle all its liabilities for at least the next twelve

months.

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual

undiscounted payments as of 31 December 2025:

On-demand

Less than 3

months

3 to 12

months

1 to 5 years > 5 years Total

Trade payables and

provisions

39

1.4 21.4 47.6 - 2.7 73.1

Other financial liabilities

- - 0.6 - - 0.6

Borrowings with interests 0.3 524.6 442.2 1,164.0 73.3 2,204.4

Long-term payables - - - 14.5 10.2 24.7

Deposits from tenants 0.4 0.1 7.7 11.5 1.6 21.3

Lease liabilities - 0.9 0.6 8.6 74.2 84.3

Derivatives - 0.1 0.4 20.8 - 21.3

Total 2.1 547.1 499.1 1,219.4 162.0 2,429.7

as of 31 December 2024:

On-demand

Less than 3

months

3 to 12

months

1 to 5 years > 5 years Total

Trade payables and

provisions

39

2.0 39.3 13.5 1.1 1.1 57.0

Other financial liabilities

-

- 31.7

- -

31.7

Borrowings with interests - 107.5 159.9 1,214.6 362.3 1,844.3

Long-term payables - - - 19.2 21.0 40.2

Deposits from tenants 0.8 0.2 2.6 11.3 4.5 19.4

Lease liabilities - 2.5 0.8 15.0 174.1 192.4

Derivatives - - - 12.1 25.1 37.2

Total 2.8 149.5 208.5 1,273.3 588.1 2,222.2

The above table in line Long-term borrowings with interests does not contain payments relating to the market

value of derivative instruments. The Group hedges significant part of the interest risk related to floating interests

rate with derivative instruments. Management plans to refinance some long-term borrowings, presented in the

table above.

All derivative instruments mature within 1-6 years from the balance sheet date.

Long term lease represents lease payments for land subject to perpetual usufruct payments with maturity of 33

- 86 years.

FAIR VALUE

As of 31 December 2025, 62% of all bank loans bear floating interest rate (60% as of 31 December 2024).

As of 31 December 2025, and 31 December 2024 there were no bonds with floating interest rate.

As of 31 December 2025, 87% of the Group’s long-term loans and bonds are hedged or have fixed interest rate

(as at 31 December 2024 – 95%).

39

Amount without advances to contractors and short-term part of lease liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

53

For information related to loans granted/received from non-controlling interest please refer to note 25.

Due to the significant increase of interest rates in the counties in which the Group operates, the fair value of the

HUF Bonds significantly differs from its carrying value. It is due to the fact that all the HUF bonds as of the

31 December 2025 bear a fixed interest rate until maturity, however these bonds are hedged with cross-currency

interest rate swaps.

Market values and fair values of bonds as of 31 December 2025 and 31 December 2024 are presented below:

For carrying amount of bonds please refer to note 26.

Fair value of all other financial assets/liabilities is close to the carrying value.

For the fair value of investment property, please refer to note 17.

For the fair value of non-current financial assets, please refer to note 18.

FAIR VALUE HIERARCHY

As of 31 December 2025, and 2024, the Group held several derivatives carried at fair value in the statement

of financial position.

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments

by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities,

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are

observable, either directly or indirectly,

Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based

on observable market data.

Valuations of derivatives are considered as level 2 fair value measurements. During the years ended

31 December 2025 and 31 December 2024, there were no transfers among Level 1, Level 2 and Level 3 fair

value measurements in respect to financial instruments.

OTHER RISKS

Further risks are described in the Management Report as of 31 December 2025.

40

Fair value at level 2 was calculated based on assumption of market interest rate of 15%.

41

Fair value at level 1 - https://www.boerse-frankfurt.de/bond/xs2356039268-gtc-aurora-luxembourg-s-a-2-25-21-26

42

The fair value of the Notes (ISIN XS3201265769) has been assessed to equal their issuance amount (EUR 455), as the issuance occurred

shortly before the reporting date and no observable market data or indicators of changes in credit risk or market conditions have arisen that

would indicate a fair value different from the transaction price.

Series of bonds 31 December 2025 31 December 2024

Green bonds maturing in 2027-2030 (HU0000360102)

40

39.6 43.1

Green bonds maturing in 2028-2031 (HU0000360284)

40

22.3 23.4

Green bonds maturing in 2026 (XS2356039268)

41

297.4 451.2

Bonds maturing in 2030 (XS3201265769)

42

455.0 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

54

CAPITAL MANAGEMENT

The primary objective of the Group’s capital management is to provide for operational and value growth while

prudently managing the capital and maintaining healthy capital ratios in order to support its business and

maximise shareholder value.

The Group manages its capital structure and adjusts it to dynamic economic conditions. While observing the

capital structure, the Group decides on its leverage policy, loans raising and repayments, investment

or divestment of assets, dividend policy, and capital raise, if needed.

No changes were made in the objectives, policies, or processes during the years ended 31 December 2025 and

31 December 2024.

The Group monitors its loan-to-value ratio (“LTV”), calculated as (gross project and corporate debt - cash and

deposits) / real estate investment value (including non-current financial assets). As of 31 December 2025, LTV

was 57.0% (52.7% as 31 December 2024).

36. Subsequent events

In March 2026 the Issuer Substitution was completed and the Group successfully finalized repurchase of SUNs

– see details in note 9 Events in the period. The New Notes are now guaranteed by securities described in note

26.

On 24 February 2026, Centrum Światowida sp. z o.o., a wholly owned subsidiary of the Company, signed an

annex to the facility agreement with J&T BANKA a.s. Under the terms of the annex, Centrum Światowida was

granted a loan facility in the amount up to EUR 20. In February the loan was fully drawn down.

On 27 March 2026, GTC Corius sp. z o.o., a wholly owned subsidiary of the Company, signed an annex to the

facility agreement with LBBW (previously: Berlin Hyp AG) which extended final repayment date to 31 March

2027.

On 30 March 2026, Globe Office Investments Kft. signed the facility agreement with K&H Bank Zrt. which will

refinance current bank loan in Erste Bank. Under the terms of the Facility Agreement, company will be granted

a loan facility in the amount of up to EUR 28.0 The maturity of the loan is on 31 March 2031.

On 9 April 2026, companies GTC HBK Project Kft. and GTC VI188 Property Kft., signed the prolongation to the

facility agreement with Erste Bank which extended final repayment date to 31 December 2026.

On 13 April 2026, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern II GmbH, Portfolio Kaiserslautern III

GmbH, Portfolio KL Betzenberg IV GmbH and Portfolio KL Betzenberg V GmbH (collectively, the "Borrowers"),

entered into the third amendment and accession agreement with Berlin Hyp Unselbstständige Anstalt der

Landesbank Baden-Württemberg, concerning credit facilities in respect of real estate properties owned by the

Borrowers located in Kaiserslautern and Heidenheim in Germany (the "Amendment Agreement"). This loan

facility refinances an expiring loan facility provided by another financing party. The loan in a total amount of up

to EUR 148.8 (the "Loan") is intended for the refinancing of the existing loan and capex expenses in respect of

the Borrowers' properties. The Loan consists of (i) a fixed rate loans in the amount of EUR 111.6 and (ii) a

EURIBOR loans in the amount of EUR 37.2 bearing interest at 3M EURIBOR increased by applicable margin

and liquidity costs – intended for the refinancing of the properties in Heidenheim and in Kaiserslautern. The Loan

will mature on 30 March 2031. The fixed rate loans shall be repaid by way of annuity payments at the end of

each month. The EURIBOR loans shall be repaid in full at maturity.

In March 2026, GTC Univerzum Projekt Kft., received binding offer from otpbank to extend current facility

agreement for 16 years.

On 22 April 2026, GTC Francuska sp. z o.o. and GTC Pixel sp. z o.o., wholly-owned subsidiaries of the Company,

signed the annex to the facility agreement with Santander Bank Polska S.A. which extended final repayment

date to 31 December 2026.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions of EUR)

55

37. Approval of the financial statements

The financial statements were authorised for the issue by the Management Board on 29 April 2026.