1
CONSOLIDATED
ANNUAL
REPORT
OF GLOBE TRADE CENTRE S.A.
CAPITAL GROUP
FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER
2025
Place and date of publication:
Warsaw, 30 April 2026
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LIST OF CONTENTS:
01. Letter of the management board
02. Management board’s report on the activities of Globe Trade Centre S.A.
Capital Group in the financial year ended 31 December 2025 including
Statement on the application of the principles of corporate governance for
the financial year ended 31 December 2025
03. Management board’s representations
04. Management board’s information on the appointment of the audit company
05. Supervisory board’s statement
06. Assessment of the supervisory board
07. Consolidated financial statements for the year ended 31 December 2025
08. Independent auditor’s report on the audit of the annual consolidated financial
statements
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Dear Stakeholders,
I am really honored and privileged to write the first letter to shareholders as CEO of GTC. I am also very
pleased with the new Management Board team, experienced, international and very much focused and
interested in driving the future of GTC.
We all joined the company at a very demanding time during the summer of 2025. Some of the challenges
have already been tackled, but there are big tasks ahead of us still to maneuver the company to calmer
waters. Our mandate is clear: to stabilize, deleverage and strengthen the Group’s foundations. And the
priorities remain liquidity protection and the extension of debt maturities, while balancing the need for
deleveraging through asset disposals with improving the operations of the Group’s income-generating
portfolio.
As new CEO, my priorities are to strengthen collaboration across GTC’s regional teams, complete the
planned refinancings and divestments, and driving disciplined execution of mid-term financial plan to
ensure stability, efficiency and long-term value creation.
With this in mind, I invite you to review the detailed report on GTC’s activities in 2025.
REFINANCING
Strengthening our balance sheet and extending debt maturities were key priorities in 2025. A major
milestone was achieved in October, when GTC Finance DAC issued € 455 million of senior secured
notes due 2030, generating € 429 million of net proceeds designated for the repayment of outstanding
senior unsecured notes (“SUNs”) issued by GTC Aurora. This transaction significantly extended our
debt maturity profile and reduced refinancing risk. We repaid the first tranche of unsecured notes in
October by repurchasing € 195 million of outstanding principal. Whilst the remaining € 299 million was
shown as outstanding as at the balance sheet date, we repaid this amount after the balance sheet date
on 25 March. As at that date, GTC Finance DAC liabilities were assumed by GTC Aurora.
The successful refinancing strengthened our financial position and was recognised by the market, with
Scope Ratings upgrading GTC’s issuer rating to B from B– with a Positive Outlook, whilst Fitch assigned
B+ rating (Rating Watch Negative) to the new secured bonds.
In parallel, we extended key bank financings, including the € 100 million loan secured on Galeria
Jurajska to 2030, and completed the € 84 million refinancing of Galeria Północna.
Apart from the refinancing efforts, our liquidity and deleveraging objectives were further supported by
selective asset disposals, with combined € 135 million of net proceeds raised during the year.
PORTFOLIO DEVELOPMENT AND MANAGEMENT
In 2025, we also remained focused on maintaining the strength and stability of our portfolio. Across our
office assets in CEE, we leased 100,700 sqm, maintaining 83% occupancy. Our retail portfolio also
delivered solid results, with 50,400 sqm of leases signed, supporting 96% occupancy. Tenant
performance remained strong, with retail turnover increasing 5% year-on-year, while our shopping
centres attracted over 30 million visitors, representing a 1% increase in footfall.
With regards to the German Peach portfolio, the assets are now 86% occupied, representing an increase
of 3 pp compared to year-end 2024, with average headline rental rate rising from € 7.0 per sqm in Q4
2024 to € 7.2 per sqm in Q4 2025.
Our development activity remained focused exclusively on completing previously commenced projects
in selected markets.
FINANCIAL PERFORMANCE
In 2025, we delivered revenue growth and stable operating cash flows, with rental and service revenues
increasing to € 202 million, supported primarily by the consolidation of our German residential portfolio.
Excluding Germany, revenues from rental activity declined by 5% YoY reflecting the sale of GTC X in
Belgrade and Matrix C in Zagreb, as well as decline of rental revenue in Poland and in Hungary as we
stabilize occupancy following the departure of key tenants from some of our office buildings.
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Operating performance was stable, with gross margin from operations nearly unchanged at € 129 million
vs € 131 million a year ago. Excluding Germany gross margin declined by 10% YoY, as the decline of
revenue described above was not satisfactorily compensated by a corresponding decline in costs,
making the cost control one of our key priorities for the near-term.
Adjusted EBITDA totaled € 102.1 million when adjusted for non-recurring expenses, down from € 108.2
million a year ago, while FFO I adjusted for non-recurring items amounted to € 33.1 million, down from
€ 68.0 million a year ago, reflecting higher financing costs following the German acquisition and
completed refinancings.
At year-end 2025, our Total Investment Portfolio value stood at € 2.75 billion, with EPRA NTA of € 1.96
per share, down from € 2.24 per share a year ago due to revaluation loss in the period.
Our balance sheet with total net debt of € 1.57 billion, a weighted average maturity of 2.9 years (including
€ 0.3bn SUNs due June'26 which were repaid in March'26) and net LTV of 57.0% will benefit from the
planned deleveraging that we are actively pursuing. Liquidity remained satisfactory, supported by nearly
€ 400 million of cash and deposits set aside at year-end to repay the remaining € 299 million of SUNs.
ESG FRAMEWORK
Sustainability remains an integral part of our long-term strategy and a key consideration in our
investment, asset management and financing decisions. By the end of 2025, 99% of our commercial
portfolio was certified under LEED, BREEAM or DGNB, or undergoing recertification, with full coverage
across Poland, Serbia, Romania, Bulgaria and Croatia.
During the year, we continued to implement initiatives aimed at reducing the environmental footprint of
our assets, including energy efficiency upgrades, further progress in portfolio decarbonization and the
deployment of intelligent waste monitoring solutions in our office buildings in Poland.
These measures support our ESG commitments while strengthening the long-term resilience and
attractiveness of our assets for tenants, investors and financing partners.
DIVESTMENTS
On 15 November 2024 the Group entered into a series of share purchase agreements with, inter alia,
Peach Property Group AG and LFH Portfolio Acquico S.À R.L, leading to the acquisition of German
residential portfolio valued at € 452 million.
In 2025, the new management team began a review of the acquisition and an evaluation of its business
potential in the German market. Following a detailed reassessment, we started last year market
sounding and are preparing the process of selling parts of the portfolio in a cluster approach, selectively
monetizing regional concentrations. At the same time, we are cognizant of the risk that prices achieved
may be in some cases materially below the book value of assets.
As we embarked on the ambitious deleveraging plan, including selective disposals in Germany, we will
strive for maximization of the disposal value working on the operational improvements of the assets
occupancy and achieved NOI.
LOOKING AHEAD
We enter 2026 with a clear strategic focus: continued deleveraging, disciplined capital allocation,
operational excellence and active asset management. The actions taken in 2025 have improved our
liquidity.
We would like to thank our employees for their dedicated and hard work, and also thank our
shareholders, tenants, business partners and financing institutions for their continued trust and
cooperation. As we move forward, we remain fully committed to managing the business responsibly
while pursuing opportunities that support sustainable growth and long-term value creation for our
stakeholders.
Sincerely,
Botond Rencz, CEO GTC S.A.
1
MANAGEMENT BOARD’S REPORT
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP
IN THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
TABLE OF CONTENT
1. Presentation of the Group ................................................................................................................... 5
1.1 General information about the Group ............................................................................................ 5
1.2 Main events of 2025 ..................................................................................................................... 6
1.3 Structure of the Group ................................................................................................................... 9
1.4 Changes to the principal rules of the management of the Company and the Group .................... 9
1.5 The Group’s Strategy .................................................................................................................. 11
1.6 Information on the Company’s policy on sponsorship, charity, and other similar activities. ....... 13
1.7 Business overview ....................................................................................................................... 14
1.7.1 Overview of the investment portfolio .................................................................................... 14
1.7.1.1 Overview of commercial income generating portfolio ....................................................... 15
1.7.1.1.1 Overview of the office portfolio ....................................................................................... 16
1.7.1.1.1.1 Office portfolio in Budapest ......................................................................................... 16
1.7.1.1.1.2 Office portfolio in Poland ............................................................................................. 17
1.7.1.1.1.3 Office portfolio in Sofia ................................................................................................ 18
1.7.1.1.1.4 Office portfolio in Bucharest ........................................................................................ 18
1.7.1.1.1.6 Office portfolio in Zagreb ............................................................................................. 19
1.7.1.1.2 Overview of the retail portfolio ........................................................................................ 19
1.7.1.1.2.1 Retail portfolio in Poland ............................................................................................. 19
1.7.1.1.2.2 Retail portfolio in Belgrade .......................................................................................... 20
1.7.1.1.2.3 Retail portfolio in Zagreb ............................................................................................. 20
1.7.1.1.2.4 Retail portfolio in Sofia ................................................................................................ 21
1.7.1.1.2.5 Retail portfolio in Budapest ......................................................................................... 21
1.7.1.2 Overview of residential income generating portfolio ......................................................... 22
1.7.1.3 Overview of properties under construction ........................................................................ 22
1.7.1.4 Overview of landbank ........................................................................................................ 22
1.7.1.5 Rights of use – investment property .................................................................................. 22
1.7.2 Non-current financial assets ................................................................................................. 23
1.8 Overview of the markets in which the Group operates ........................................................... 25
1.8.1 Office market ........................................................................................................................ 25
1.8.2 Retail market ........................................................................................................................ 30
1.8.3 Residential market ................................................................................................................ 34
1.8.4 Investment market ................................................................................................................ 34
2. Selected financial data ...................................................................................................................... 40
3. Operating and financial review .......................................................................................................... 41
3.1 General factors affecting operating and financial results ............................................................ 41
3.2 Specific factors affecting financial and operating results ............................................................ 42
3.3 Presentation of differences between achieved financial results and published forecasts .......... 43
3.4 Statement of financial position .................................................................................................... 43
3.5 Consolidated income statement .................................................................................................. 44
3.6 Consolidated cash flow statement ............................................................................................... 46
3.7 Alternative performance measures ............................................................................................. 47
3.8 Future liquidity and capital resources and availability of financing ............................................. 49
4. Information on loans granted with a particular emphasis on related entities .................................... 50
5. Information on granted and received guarantees with a particular emphasis on guarantees granted
to related entities ............................................................................................................................... 51
6. Description of the use of proceeds from the issuance of senior secured notes by GTC Finance DAC
up to the date of preparation of the management report ................................................................... 51
7. Off balance sheet assets and liabilities ............................................................................................. 52
8. Major investments, local and foreign (securities, financial instruments, intangible assets, real estate),
including capital investments outside the Group and its financing method ....................................... 52
9. Remuneration policy and human resources management ................................................................ 52
9.1 Remuneration policy .................................................................................................................... 52
9.2 Incentive system .......................................................................................................................... 54
9.2.1 Phantom Shares program control system ................................................................................ 54
9.3 Agreements concluded between GTC and management board members ................................. 54
9.4 Evaluation of the remuneration policy for the realization of its objectives ................................... 54
9.5 Remuneration of the members of the management board and supervisory board ..................... 55
9.6 Number of employees ................................................................................................................. 56
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
9.7 Training policy ............................................................................................................................. 56
9.8 Information on any liabilities arising from pension and similar benefits for former members of the
management board and the supervisory board........................................................................... 56
10. Shares in GTC held by members of the management board and the supervisory board ............... 56
11. Transactions with related parties concluded on terms other than market terms ............................. 57
12. Information on signed and terminated loan agreements within a given year .................................. 57
13. Information on contracts of which the Company is aware of (including those concluded after the
balance sheet date) which could result in a change in the shareholding structure in the future ..... 58
14. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries
the total value of the liabilities or claims is material ........................................................................ 58
15. Material contracts signed during the year, including insurance contracts and co-operation
contracts .......................................................................................................................................... 58
16. Agreements with an entity certified to execute an audit of the financial statements ....................... 59
17. Key risk factors ................................................................................................................................ 59
18. Terms and abbreviations ................................................................................................................. 75
19. Statement on the application of the principles of corporate governance for the financial year ended
31 December 2025 .......................................................................................................................... 77
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
PRESENTATION OF FINANCIAL INFORMATION
Unless indicated otherwise, the financial information presented in this Report was prepared according
to International Financial Reporting Standards (“IFRS”) as approved for use in the European Union.
All the financial data in this Report is presented in € or PLN and expressed in millions unless indicated
otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain numerical
figures shown as totals in this Report may not be exact arithmetic aggregations of the figures that
precede them.
PRESENTATION OF PROPERTY INFORMATION
The properties' valuation is based on the value that the Group presents in its consolidated financial
statements. The occupancy rate given for each of the markets is as of 31 December 2025.
INDUSTRY AND MARKET DATA
In this Report the Group sets out information relating to its business and the markets in which it operates
and in which its competitors operate. The information regarding the markets, their potential,
macroeconomic situation, occupancy rates, rental rates, and other industry data relating to the Group's
markets are based on data and reports compiled by various third-party entities. The information included
in that section is not expressed in millions and is prepared by Jones Lang LaSalle IP, Inc , iO Partners
(„JLL”) for CEE and SEE commercial properties. It is based on material that JLL believes to be reliable.
While every effort has been made to ensure its accuracy, GTC cannot offer any warranty that contains
no factual errors.
Moreover, in numerous cases, the Group has made statements in this Report regarding the industry in
which it operates based on its own experience and examining market conditions. The Group cannot
guarantee that any of these assumptions properly reflect the Group’s understanding of the markets in
which it operates. Its internal surveys have not been verified by any independent sources.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements relating to future expectations regarding the Group’s
business, financial condition, and results of operations. You can find these statements by looking for
words such as "may", "will", "expect", "anticipate", "believe", "estimate", and similar words used in this
Report. By their nature, forward-looking statements are subject to numerous assumptions, risks, and
uncertainties. Accordingly, actual results may differ materially from those expressed or implied by
forward-looking statements. The Group cautions you not to place undue reliance on such statements,
which speak only as of this Report's date.
The cautionary statements set out above should be considered in connection with any subsequent
written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The
Group does not undertake any obligation to review or confirm analysts’ expectations or estimates or to
release publicly any revisions to any forward-looking statements to reflect events or circumstances after
the date of this Report.
The Group discloses essential risk factors that could cause its actual results to differ materially from its
expectations under Item 3. Operating and financial review and under Item 16. Key risk factors, and
elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable
to us or the persons acting on behalf of the Group. When the Group indicates that an event, condition,
or circumstance could or would have an adverse effect on the Group, it means to include effects upon
its business, financial situation, and results of operations.
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
1. Presentation of the Group
1.1 General information about the Group
GTC Group is an experienced, established, and fully integrated real estate group of companies
operating its commercial real estate in the CEE and SEE region with a primary focus on Poland and
Budapest and capital cities in the SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where
it directly acquires, develops and manages primarily high-quality office and retail real estate assets in
prime locations. Additionally, in 2024, GTC Group entered a German residential for rent sector In
Germany where currently its owns a residential portfolio of approximately 5000 residential units. The
Company is listed on the Warsaw Stock Exchange and the Johannesburg Stock Exchange. The Group
operates an asset management platform and is represented by local teams in each of its core markets.
As of 31 December 2025, the book value of the Group’s Adjusted Total Investment Portfolio was
€2,595.1 (incl. fixed assets for own use in the amount of €6.6) and the breakdown was as follows:
● 37 completed commercial office buildings and 6 retail properties, with a total combined
commercial space of approximately 721 thousand sqm of GLA, an occupancy rate at 87% and
a book value of €1,872.0 (including property held for sale in the amount of €19.6) which accounts
for 72% of the Group's Adjusted Total Investment Portfolio;
● 5,169 flats with a total combined residential space of approximately 325 thousand sqm, an
occupancy rate at 86% and a book value of €453.2, which accounts for 18% of the Group's
Adjusted Total Investment Portfolio;
● four projects under construction with a total GLA of approximately 54 thousand sqm and a book
value of €140.9, which accounts for 5% of the Group's Adjusted Total Investment Portfolio;
● investment landbank (excl. right of use of land) with the book value of €94.5 which accounts for
4% of the Group's Adjusted Total Investment Portfolio;
● residential landbank (excl. right of use of land) with the book value of €27.9 which accounts for
1% of the Adjusted Total Investment Portfolio;
● fixed assets for own use in the amount of €6.6 which accounts for under 1% of the Group's Total
Investment Portfolio.
As of 31 December 2025, the book value of the Group’s Total Investment Portfolio (including non-
current financial assets) was €2,751,4. Additionally Group holds right of use of land under perpetual
usufruct with value of € 34.5. The total property portfolio including right of use assets and excluding
fixed assets for own use amounted to €2,779.3.
43
5,169
4
completed
commercial buildings with
721,000 sqm of
GLA
completed flats
with 325,000
sqm residential space
projects
under
construction
Additionally, GTC holds non-current financial assets in the amount of €156.3 mainly including:
● 25% of notes issued to finance Kildare Innovation Campus (technology campus) project, which
currently comprises nine completed buildings with the total GLA of approximately 102 thousand
sqm (the project extends over 72 ha of which 34 ha are undeveloped). Fair value of these notes
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
as of 31 December 2025 amounted to €135.0, which accounts for 5% of the Group's Total
Investment Portfolio;
● 33% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund
GP S.á.r.l., which holds 4 completed commercial buildings including 3 office buildings and
1 retail property with a total combined commercial space of approximately 41 thousand sqm of
GLA. The fair value of these units amounted to €17.6, which accounts for under 1% of the
Group's Total Investment Portfolio;
● other non-current financial assets amounted to €3.7
1.2 Main events of 2025
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 € 44.0 cash in the blocked account for
the purpose of buy-back of bonds issued by GTC Aurora Luxembourg.
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. will be granted a loan
facility in the amount of up to € 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.
In October 2025, the bond refinancing process took place. The notes that ultimately will be assumed by
GTC Aurora bear a fixed annual interest rate of 6.50% and will mature in October 2030, with a three-
year non-call period. As part of this refinancing, GTC Magyarország Zrt. (“GTC Hungary”) launched a
tender offer to repurchase SUNs, resulting in the successful acquisition of € 195.0 in aggregate principal
amount. Further details are provided in note 9 of the annual consolidated financial statements for 2025.
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.
TRANSACTIONS -– GERMAN PORTFOLIO
As the 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 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
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
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 € 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 € 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 € 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 € 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 is € 55.0 which was equal to value presented in assets held for sale as of 31
December 2024, (€ 93.2) deducted by liabilities related to these assets held for sale (€ 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 € 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 14 February 2025, GTC Origine Investments Pltd, a wholly-owned subsidiary of the Company
finalized 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 € 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.
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
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 € 20.1.
On 7 May 2025, the Group signed the preliminary agreement regarding sale of land plot in Katowice.
The sale price under the Agreement is € 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 is PLN 29.0 (€ 6.8). Transaction was finalized in September 2025,
the amount was settled in full during reporting period. 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 € 13.3. The transaction was finalised 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 (€ 27.9) for 2024 within the Company.
EVENTS THAT TOOK PLACE AFTER 31 December 2025:
In March 2026 the Group successfully finalized repurchase of senior unsecured notes issued by GTC
Aurora and assumed the senior secured notes issued previously by GTC Finance DAC under its
subsidiary GTC Aurora.
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 will be granted a loan facility in the amount up to € 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 December 2031.
9
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
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.
1.3 Structure of the Group
The Group’s structure is presented in the Group’s annual consolidated financial statements for the year
ended 31 December 2025 (see note 8 to the consolidated financial statements for 2024).
1.4 Changes to the principal rules of the management of the Company and the
Group
During the year, the entire composition of the Company’s management board changed, together with
very substantial changes in the Supervisory Board, as detailed below. To strengthen oversight and
improve governance, the new management introduced closer cooperation and more frequent
communication with the Supervisory Board. Two Supervisory Board, members, Ms. Magdalena
Frąckowiak and Mr. Zoltán Martonyi, were delegated to perform specific supervisory duties
independently in the Company and their oversight responsibilities were expanded. Subsequently, on 14
April 2026, the extraordinary general meeting of shareholders adopted amendments to the Articles of
Association aimed at raising corporate governance standards and strengthening the Company's
standing among financial market participants. The underlying rationale was to enhance the system of
checks and balances within the Company's corporate governance framework and to introduce clearer,
more robust decision-making mechanisms. A key change is refining the rules for electing and dismissing
the Shareholder Meeting Delegate, including a safeguard that if a controlling shareholder holds more
than 50% of votes, the delegate must be nominated by another entitled shareholder not affiliated with
the controlling shareholder. Other key changes include lowering the consent threshold for material
transactions requiring Supervisory Board approval from €30 million to €10 million, as well as introducing
a new threshold of €1 million for the value of professional services contracts requiring the Supervisory
Board’s consent. Prior to these amendments taking effect, the management board had already taken
steps to keep the supervisory board regularly informed of material transactions below the then-
applicable statutory threshold.
10
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
CHANGES IN THE COMPOSITION OF THE MANAGEMENT BOARD:
On 28 May 2025, the Supervisory Board of the Company:
● dismissed Mr. Gyula Nagy from the position of the President of the Management Board of the
Company, effective as of 28 May 2025;
● appointed Ms. Małgorzata Czaplicka to the position of the President of the Management Board,
effective as of 28 May 2025;
On 7 August 2025, the Supervisory Board of the Company:
● dismissed Mr. Zsolt Farkas from his position of the member of the Management Board of the
Company, effective as of 7 August 2025;
● dismissed Mr. Balazs Gosztonyi from his position of the member of the Management Board of
the Company, effective as of 8 September 2025;
● 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.;
● appointed Mr. 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;
● appointed 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. 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:
● Ms. 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;
CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD:
● on 5 January 2025, Mr. Lorant Dudas resigned from his seat on the supervisory board of the
Company, effective as of 5 January 2025;
● on 18 March 2025, Mr. Balint Szécsényi resigned from his seat on the supervisory board of the
Company, effective as of 18 March 2025;
● on 16 April 2025, GTC Dutch Holdings B.V. appointed Mr. Ferenc Minárik and Mr. István
Hegedüs as members of the Supervisory Board of the Company, effective as of 17 April 2025;
● on 22 April 2025, GTC Dutch Holdings B.V. revoked Mr. Tamás Sándor and Mr. Csaba
Cservenák from the positions of member of the Supervisory Board of GTC S.A, effective as of
22 April 2025;
● on 22 April 2025, GTC Dutch Holdings B.V. appointed Mr. Ferenc Daróczi as member of the
Supervisory Board of the Company, effective as of 22 April 2025;
● on 10 July 2025 GTC Dutch Holdings B.V. appointed Mr. Zoltán Martonyi as member of the
Supervisory Board of the Company, effective as of 10 July 2025;
11
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
● on 15 July 2025 GTC Dutch Holdings B.V. appointed Ms. Sarolta Várszegi as member of the
Supervisory Board of the Company, effective as of 15 July 2025;
● on 9 September 2025, Mr. János Péter Bartha resigned from his seat on the Supervisory Board
of the Company, effective as of 10 September 2025.
● on 12 December 2025 GTC Dutch Holdings B.V. appointed Mr. Csaba Ember as member of
the Supervisory Board of the Company, effective as of 12 December 2025;
CHANGES THAT TOOK PLACE AFTER 31 December 2025 IN THE COMPOSITION OF THE
SUPERVISORY BOARD:
● on 17 March 2026, Mr. Ferenc Minárik resigned from his seat on the supervisory board of the
Company, effective as of 17 March 2026.
1.5 The Group’s Strategy
The Group's strategy centres around stable growth, financial prudence and environmental sustainability
with a commitment to create long-term value for its stakeholders in a more disciplined balance sheet
framework.
The key priorities for 2026 are:
• Balance sheet deleveraging and reducing costs of debt through asset disposals
• Cost and efficiency improvements; and
• Reduced capital expenditures, limited to completion of started key projects and essential
maintenance.
The Group’s core business model is based on GTC ‘score competences, i.e. construction of new real
assets to earn developer’s profit and adding value to the standing properties via strong asset
management.
The Group’s existing key asset classes include:
o Green office buildings
o Green shopping malls
o Residential properties for rent located in Germany, mainly in Kaiserslautern, Helmstedt
and Heidenheim
Portfolio management priorities:
• Active management of the standing portfolio to improve rental income and occupancy and
maintain cost efficiency.
• Repositioning or repurposing older and non‑energy‑efficient assets or those in structurally
weaker (especially regional) markets, where this creates value.
• Sale of non‑core assets for deleveraging, unlocking equity for selected developments and
value‑accretive opportunities, thereby increasing the return on invested equity.
• Selective disposals of operating commercial properties that are either capex‑intensive or
have largely reached their value potential (fully rented with high WAULT), where capital
recycling is attractive.
• Value‑add acquisitions only where there is tangible potential through reletting, improvement
in occupancy and rental upside, and where the transaction fits within the Group’s
deleveraging and return criteria.
• Entering asset classes which offer higher returns and further growth potential only if they
meet the Group’s stricter investment and financing criteria.
12
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
• Maintaining a measured development pipeline, with priority given to completing projects
already started and those supported by pre‑lets or strong market fundamentals.
• Converting ongoing development projects and land reserves into income‑generating
properties, with disciplined capex allocation and clear return hurdles.
Active liabilities’ management:
• Financing investment needs from senior bank debt and debt capital markets.
• Active management of financing cost through continuous refinancing, extension of
maturities and optimisation of the debt structure to increase recurring return on equity.
• Deleveraging is a key medium‑term priority; while temporary increases in LTV associated
with cash‑intensive projects may occur, the Group aims to lower leverage over time,
supported by selective disposals and disciplined capital allocation
Sustainability measures (ESG):
• Focus on green buildings, carbon footprint reduction and sustainable portfolio certification
to mitigate climate change and support long‑term asset competitiveness.
• Prioritising tenant relationships and community impact through responsible investments and
high‑quality property management.
• Upholding robust anti‑corruption and anti‑money‑laundering measures and effectively
managing regulatory and sustainability‑related risks.
• Actively raising employees’ awareness of ESG aspects and encouraging reporting of
ESG‑related issues.
• Strict adherence to sanctions policies in relation to countries, entities and individuals.
• Supporting initiatives in the ESG area and memberships in organisations that promote
sustainable real estate and responsible investment practice
Others:
• Further optimisation of overheads through process improvements, digitalisation and
centralisation of selected functions, coupled with outsourcing where specialist competences
are missing or more efficiently sourced externally.
• Maintaining a leaner, more efficient organisational structure focused on improving margins,
supporting deleveraging and creating capacity for future, selective and high‑quality growth,
including a return to a sustainable dividend profile when conditions allow.
ESG Policy Pillars
Environmental issues, including climate issues, are an important area of the Group management. They
are included in our ESG Policy which is based on 3 pillars and 8 focus areas:
Environment: concern for the environment
We are reducing our environmental footprint. We deliver and manage green-certified buildings (saving
energy and resources, lowering carbon emissions). We contribute to a circular economy.
Focus areas of the pillar:
E.1. Green Buildings
E.2. Climate Change Mitigation
Social: empowerment, respect and diversity
We deliver office and retail space where our tenants can grow. We care about the employees, who are
our biggest asset. We are a good neighbour, investing in local communities.
Focus areas of the pillar:
13
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
S.1. Tenants
S.2. Employees
S.3. Communities
Governance: best governance practices
We act ethically and assure compliance of all our operations. We implement processes minimising ESG-
related risks. We lead open and honest communication with all our stakeholders.
Focus areas of the pillar:
G.1. Compliance
G.2. Rysk management
G.3. Transparency
Detailed description of the pillars is presented in the Group’s annual report for the year ended
31 December 2022 (see item 4.5) or on the company website in ESG section.
1.6 Information on the Company’s policy on sponsorship, charity, and other similar
activities.
As a Group, we set ourselves ambitious business goals that we want to implement in a sustainable
manner. It is a responsible task for our entire team, which is why creating a stable and motivating work
environment is so important to us. All our corporate social responsibility activities are run in a coordinated
manner to support local communities in which the Group operates. Such support involves:
• Enhancement of local infrastructure, including road and traffic infrastructure. Throughout the
Group, we share the principle of taking responsibility for the space we create. The infrastructure
created in connection with or for the purposes of the developments constructed is handed over
to the local self-government free of charge to be used by all residents. Moreover, prior to the
development of the Group’s projects, public green areas (such as squares and parks) are placed
on undeveloped plots or plots which will surround future developments following their
completion by the Group.
• Local initiatives. The Group takes an active part in a great number of non-profit activities as a
partner, organizer, or sponsor. We often present our projects to local communities. We actively
participate in public meetings dedicated to spatial planning. The Group’s regional offices know
the needs of the local community and the market in which they operate best, so they decide
which social topics form a priority for them. The Group participates in and supports local
initiatives such as:
- support of Red Cross with providing a place for blood donations;
- support of Red Cross, WWF, UNICEF, SOS Children Village, etc, humanitarian
organisations in mall for collecting donations;
- support of charity organizations with providing a place in our shopping malls and office
buildings for promotional activities in attracting sponsors and making people aware of
their initiatives as well as humanitarian associations and charities;
- promotion of local businesses by continuously providing organic and home-made
products for all visitors,
- free medical examination for women and men;
- organization of family picnics;
- organization of monthly garage sales;
- organization of Christmas concert and workshops;
- opening free parking at night due to bad weather conditions.
14
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Additionally, the Group conducted several local initiatives with support sports activities
or participated in sponsorship:
▪ yoga training - promotion of active leisure time activities;
▪ exercise games for children during holiday;
▪ city games for families - promotion of outdoor activities;
▪ volleyball festival - promotion of a healthy lifestyle;
▪ Beach Volleyball tournament - Cup of Silesia;
▪ championship in beach volleyball in Galeria Jurajska;
▪ the North Bridge Run (“Bieg przez Most”) in Warsaw;
▪ charity volleyball – JLL volleyball tournament.
• Embracing environmental certification. The investments of the Company and the Group are
fully compliant with LEED or BREEAM guidelines. As of 31 December 2025 approximately 99%
of our properties hold a green certificate or was under recertification, which proves the
sustainability of the properties that GTC develops and manages.
In 2025, the Group total expenses to support charities amounted to €399 thousand, including: €16
thousand for social organizations, €8 thousand for general donations, €22 thousand for sport related
actions and €163 thousand for sponsorship of culture and, €189 thousand for sponsoring (education,
health, ecology) and related actions.
1.7 Business overview
As of 31 December 2025, the book value of the Group’s total property portfolio amounted to €2,779.3
and comprised mainly investment properties (including rights of use and assets held for sale).
Additionally, GTC holds non-current financial assets (related to investment properties) with the book
value of €156.3 (GTC’s share).
1.7.1 Overview of the investment portfolio
INVESTMENT PORTFOLIO
The Group’s core business is focused on
commercial assets, mainly office buildings and
office parks as well as retail and entertainment
centers.
In addition, the group currently has residential units
for rent in Germany.
The Group’s investment properties include income
generating assets (including asset held for sale),
projects under construction, commercial
investment and residential landbank and rights of
use.
Investment property
under construction
6%
Investment
landbank
4%
Residential landbank
1%
Right of use
1%
Commercial income generating portfolio
(incl. AHFS)
71%
Residential
income
generating
portfolio
17%
% of Investment property
15
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Office
62%
Retail
38%
Poland
39%
Budapest
31%
Sofia
11%
Bucharest
9%
Belgrade
5%
Zagreb
5%
1.7.1.1 Overview of commercial income generating portfolio
As of 31 December 2025, the Group had 43 income generating commercial assets (including 1 office
asset held for sale) with total GLA of approx.. 721 thousand sqm as compared to 45 income generating
commercial assets and approx. 745 thousand sqm as of 31 December 2024. The value of income
generating commercial assets was €1,872.0 as of 31 December 2025, as compared to €1,987.9 as of
31 December 2024. The average occupancy rate within the income generating commercial portfolio was
87% as of 31 December 2025 as compared to 86% as of 31 December 2024. The commercial portfolio
was valued based on an average yield of 7.9% as of 31 December 2025 as compared to an average
yield of 7.3% as of 31 December 2024. The average duration of leases in the Group`s income generating
commercial portfolio was 3.6 years as of 31 December 2025, as compared to 3.8 years as of 31
December 2024. The average rental rate was €19.0/sqm/month as of 31 December 2025 as compared
to €19.0/sqm/month as of 31 December 2024.
As of 31 December 2025, approximately 70% of the income
generating commercial portfolio (by value) is located in
Poland and Budapest and 30% in Sofia, Bucharest, Belgrade
and Zagreb.
The following table presents income generating commercial
portfolio by country in which the Group operates as of 31
December 2025:
Location
Total gross
leasable area
(sqm)
% of GLA
(%)
Average
occupancy
(%)
Book value
(€)
% of total
book value
(%)
Poland
312,300
43%
84%
727.0
39%
Budapest
203,000
28%
85%
590.4
31%
Sofia
74,900
10%
91%
203.7
11%
Bucharest
62,400
9%
84%
160.5
9%
Belgrade
33,900
5%
99%
90.2
5%
Zagreb
34,500
5%
96%
100.2
5%
Total
721,000
100%
86%
1,872.0
100%
Within its income generating commercial portfolio, the majority
of assets are in the office sector. As of 31 December 2025,
office properties accounted for around 62%, and retail
properties accounted for the remaining 38% of the book value
of income generating commercial portfolio. During the year the
mix of Office in the book value declined and the mix of Retail
increased by 2 percentage points.
The following table presents income generating commercial portfolio by sector as of 31 December 2025:
Usage type
Total gross
leasable area
(sqm)
% of GLA
(sqm)
Average
occupancy(%)
Book value
(€)
% of total
book value
(%)
Office
517,100
72%
83%
1,162,1
62%
Retail
203,900
28%
96%
709.9
38%
Total
721,000
100%
87%
1,872.0
100%
16
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The Group’s office buildings provide convenient space, flexible interiors and a comfortable working
environment. They are located in the heart of business districts and in proximity to the most important
transport routes, including international airports. All projects have earned the trust of a significant
number of multinational corporations and other prestigious institutions, including ExxonMobil, evosoft,
Ericsson, KEF, IBM, MBH Bank, Rempetrol, Concentrix, CBRE, LOT, Deloitte, KPMG and others.
The Group’s shopping centers are located in both capital cities, in one Polish secondary city as well as
in Serbia, Bulgaria, Croatia and Budapest. The majority of Group’s shopping centres is very highly
ranked in the city of their location. Their tenants include big multinationals as well as local brands like
Carrefour, Cinema City, H&M, LPP, CCC, Inditex Group and others.
1.7.1.1.1 Overview of the office portfolio
As of 31 December 2025, the Group’s office portfolio comprised 37 office buildings (including one asset
held for sale) as compared to 39 buildings as of 31 December 2024. Total gross rentable office space
was 517,100 sqm as compared to 541,200 sqm as of 31 December 2024. The occupancy rate was 83%
as of 31 December 2025, vs. 82% as of 31 December 2024. The average duration of leases was 3.5
years at the year-end 2025, as compared to 3.8 years as of 31 December 2024. The applied average
yield was 7.5% as of 31 December 2025, as compared to 7.3% as of 31 December 2024. The average
rental rate generated by the office portfolio was €17.6
sqm/month as of 31 December 2025, as compared to
€17.5 sqm/month as of 31 December 2024. The total value
of the office portfolio as of 31 December 2025 was €1,162.1
compared to €1,273.9 as of 31 December 2024. The
decrease in value is mainly attributable to the sale of GTC
X office building in Belgrade, and declining valuation of
regional offices in Poland as well as offices in Hungary, as
explained in the following two sections.
The Group’s office buildings are located in Poland and
Budapest, Bucharest, Sofia and Zagreb. During the year
the Group finalized the disposal of 18k sqm office building
GTC X in Belgrade which was included as asset held for
sale as at 2024 year-end and valued at €52.2.
The following table presents the office portfolio by country as of 31 December 2025:
Location
Total gross
leasable area
(sqm)
% of GLA
(%)
Average
occupancy
(%)
Book value
(€)
% of total
book value
(%)
Budapest
196,400
38%
87%
568.5
49%
Poland
199,300
39%
76%
300.3
26%
Bucharest
62,400
12%
84%
160.5
14%
Sofia
52,100
10%
88%
117.6
10%
Zagreb
6,900
1%
100%
15.2
1%
Total
517,100
100%
83%
1,162.1
100%
1.7.1.1.1.1 Office portfolio in Budapest
The Group’s total gross rentable area in Budapest comprised 196,400 sqm in twelve office buildings
located in Budapest as of 31 December 2025, vs 203,100 in 2024. A landbank with a small office building
at Váci 173-177 was sold during the year. The occupancy rate was 87% as of 31 December 2025 as
compared to 86% as of 31 December 2024. The average duration of leases was 2.9 years at the year-
end as compared to 3.5 years at the year-end 2024. The applied average yield was 7.0% as of 31
December 2025, as compared to 6.6% as of 31 December 2024. The average rental rate generated by
the office portfolio in Hungary was €19.7 sqm/month as of 31 December 2025 as compared to €19.3
sqm/month as of 31 December 2024. The book value of the Group’s office portfolio in Hungary amounted
to €568.5 as of 31 December 2025, as compared to €606.9 as of 31 December 2024. This decrease is
attributable mainly to yield expansion.
Budapest
49%
Poland
26%
Bucharest
14%
Sofia
10%
Zagreb
1%
17
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The following table lists the Group’s office properties located in Budapest:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Center Point I&II
Budapest
100%
40,800
2004/2006,
refurbished in 2025
Duna Tower
Budapest
100%
31,200
2006
GTC Metro
Budapest
100%
16,200
2010
Vaci Greens D
Budapest
100%
15,600
2018
Ericsson Headquarter
Budapest
100%
21,100
2017
Universum (evosoft Hungary
Ltd. Headquarter)
Budapest
100%
20,700
2020
V188
Budapest
100%
15,000
2001
Döbrentei
Budapest
100%
2,300
-
Pillar
Budapest
100%
29,100
2022
Rose Hill Park
1
Budapest
100%
4,400
2023
Total
196.400
1
Two refurbished office buildings with 4,400 sqm, additional 10,700 sqm under redevelopment.
1.7.1.1.1.2 Office portfolio in Poland
The total gross rentable area in Poland comprised 199,300 sqm in 16 office buildings located in Warsaw,
Kraków, Łódź, Katowice, Poznań and Wrocław and the list has not changed YoY as compared to 2024.
The average occupancy rate was at the level of 77% as of 31 December 2025, as compared to 74% as
of 31 December 2024. Significant progress in occupancy was achieved predominantly in the office
buildings located in the Polish regional cities of Kraków, Katowice and Poznań. The average duration
of leases was 3.8 years at the year-end as compared to 4.1 years at the year-end 2024. Applied average
yield was at the level of 8.5% as of 31 December 2025 as compared to 8.3% as of 31 December
2024.The average rental rate generated by the office portfolio in Poland was at the level of
€15.2/sqm/month in 2025, as compared to €15.2/sqm/month as of 31 December 2024. The book value
of the office portfolio in Poland amounted to €300.3 as of 31 December 2025 (including Artico held for
sale), as compared to €325.4 as of 31 December 2024. The decrease in value despite overall
operational improvements stems from assumed lower rental rates and higher fit-out capex estimates in
the valuation assumptions of the offices located in regional Polish cities.
The following table lists the Group’s office properties located in Poland:
Property
Location
GTC’s share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Galileo
Kraków
100%
11,000
2003
Globis Poznań
Poznań
100%
14,200
2003
Newton
Kraków
100%
10,900
2007
Edison
Kraków
100%
11,400
2007
Nothus
Warszawa
100%
9,600
2007
Zephirus
Warszawa
100%
9,800
2008
Globis Wrocław
Wrocław
100%
16,800
2008
University Business Park A
Łódź
100%
20,500
2010
Francuska Office Centre (A i B)
Katowice
100%
23,300
2010
Sterlinga Business Center
Łódź
100%
13,800
2010
Corius
Warszawa
100%
9,600
2011
Pixel
Poznań
100%
14,600
2013
Pascal
Kraków
100%
5,900
2014
University Business Park B
Łódź
100%
20,300
2016
Artico
Warszawa
100%
7,600
2017
Total
199,300
18
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
1.7.1.1.1.3 Office portfolio in Sofia
The Group’s total gross rentable area in Sofia comprised 52,100 sqm in four office buildings as of 31
December 2025, vs 52,000 as of 31 December 2024. The occupancy rate of the Group’s office portfolio
in Sofia was 88% as of 31 December 2025, as compared to 85% as of 31 December 2024. The average
duration of leases was 4.0 years at the year-end, as compared to 3.7 years at the year-end 2024.The
applied average yield was 7.3% as of 31 December 2025, as compared to 7.7% as of 31 December
2024.The average rental rate generated by the office portfolio in Sofia was at the level of
€15.8/sqm/month as of 31 December 2025, as compared to €16.7/sqm/month as of 31 December 2024,
with some of the new extensions and leases booked at rates below previous levels that benefited from
relatively high inflation-linked indexation in the past few years. Book value of the Group’s office portfolio
in Sofia amounted to €117.6 as of 31 December 2025 compared to €113.6 as of 31 December 2024.
The increase in value was due to improved occupancy and yield compression that mirror falling rates
environmenta offset somewhat by lower average rental rates.
The following table lists the Group’s office investment properties located in Sofia:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Advance Business Center I
100%
16,100
2019
Advance Business Center II
100%
17,800
2020
Sofia Tower
100%
10,400
2006
Sofia Tower 2
100%
7,800
2022
Total
52,100
1.7.1.1.1.4 Office portfolio in Bucharest
The Group’s total gross rentable area in Bucharest comprised 62,400 sqm in four office buildings as of
31 December 2025, vs. 62,500 sqm in 31 December 2024. The occupancy rate was 84% as of 31
December 2025, vs. 82% as of 31 December 2024. The average duration of leases was 4.3 years at
the year-end, as compared to 3.8 years at the year-end 2024.The applied average yield was 7.0% as
of 31 December 2025, as compared to 6.9% as of 31 December 2024. The average rental rate
generated by the office portfolio in Bucharest was at the level of €18.0/sqm/month in 2025, as compared
to €18.5/sqm/month as of 31 December 2024. More than half of the leasing activity in Bucharest was
the extension of lease agreement with Rompetrol in City Gate building, which is located in the vicinity of
the ongoing M6 subway construction zone. The new metro line is expected to open in 2027. Book value
of the Group’s office portfolio in Bucharest amounted to €160.5 as of 31 December 2025, compared to
€161.4 as of 31 December 2024.
The following table lists the Group’s office properties located in Bucharest:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Premium Plaza
100%
8,500
2008
City Gate (North Tower and South Tower)
100%
47,500
2009
Premium Point
100%
6,400
2009
Total
62,400
19
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
1.7.1.1.1.6 Office portfolio in Zagreb
The Group’s total gross rentable area in Zagreb comprises 6,900 sqm in one office building as of 31
December 2025, unchanged vs. 2024. The occupancy rate of the Avenue Centre was 100% as of 31
December 2025, unchanged vs 2024. The average duration of leases was 1.7 years at the year-end, as
compared to 2.7 years at the year-end 2024. The applied average yield was 8.6% as of 31 December
2025 as compared to 9.2% as of 31 December 2024. The average rental rate generated by the office
portfolio in Zagreb was at the level of €15.7/sqm/month as of 31 December 2025, as compared to
€16.5/sqm/month as of 31 December 2024. The decline YoY reflects the office mix, as Matrix C office
building with higher average rental rates was contributing to the base year result during the first nine
months of 2024 and was subsequently sold. The average rental rates in Avenue Centre increased by
2% YoY. Book value of the Group’s office portfolio in Zagreb amounted to €15.2 as of 31 December
2025 compared to €14.8 as of 31 December 2024 reflected improved LFL rent and lower yield.
The following table lists the Group’s office investment properties located in Zagreb:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Avenue Centre
70%
6,900
2007
Total
6,900
1.7.1.1.2 Overview of the retail portfolio
As of 31 December 2025, the Group’s retail properties comprised
six shopping centres with a total gross rentable area of 203,900
sqm, unchanged vs. 31 December 2024. The occupancy rate
was 96% as of 31 December 2025 and 31 December 2024. The
average duration of leases was 3.6 years at the year end, as
compared to 3.7 years as of 31 December 2024. The applied
average yield was 7.5% as of 31 December 2025, as compared
to 7.4% as of 31 December 2024. The average rental rate in the
retail portfolio was €22.6 sqm/month as of 31 December 2025,
as compared to €22.4 /sqm/month as of 31 December 2024. The
total value of retail investment properties as of 31 December
2025 was €709.9 compared to €714.0 as of 31 December 2024.
The following table presents the retail portfolio by country as of 31 December 2025:
Location
Total gross
leasable area
(sqm)
% of total
retail portfolio
(%)
Average
occupancy
(%)
Book
value
(€)
% of total
book value
(%)
Poland
113,100
55%
95%
426.7
60%
Belgrade
33,900
17%
99%
90.2
13%
Zagreb
27,600
14%
95%
85.0
12%
Sofia
22,800
11%
99%
86.1
12%
Budapest
6,500
3%
85%
21.9
3%
Total
203,900
100%
96%
709.9
100%
1.7.1.1.2.1 Retail portfolio in Poland
The total gross rentable retail space in Poland comprised 113,100 sqm in two retail schemes located in
Warsaw and Częstochowa as of 31 December 2025, unchanged vs. 31 December 2024. The average
occupancy rate was 95% as of 31 December 2025 as compared to 94% as of 31 December 2024. The
average duration of leases was 3.5 years at the year-end, as compared to 3.1 years at the year-end
2024. The applied average yield was 6.7% as of 31 December 2025, as compared to 6.7% as of 31
December 2024 (unchanged). The average rental rate generated by the retail portfolio in Poland was
Poland
60%
Belgrade
13%
Zagreb
12%
Sofia
12%
Budapest
3%
20
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
€22.0/sqm/month as of 31 December 2025, as compared to €22.8/sqm/month as of 31 December 2024.
The decline is due to relatively large average area on newly signed contracts which changed the mix of
occupied space. The book value of the Group’s retail portfolio in Poland amounted to €426.7 as of 31
December 2025, as compared to €435.1 as of 31 December 2024. The slight decrease in value was
attributed mainly to the decrease in average rental rates which was partially offset by improved
occupancy.
The following table lists the Group’s retail properties located in Poland:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Galeria Jurajska
Częstochowa
100%
48,600
2009
Galeria Północna
Warsaw
100%
64,500
2017
Total
113,100
1.7.1.1.2.2 Retail portfolio in Belgrade
The total gross rentable retail space in Belgrade comprised 33,900 sqm in one shopping mall as of 31
December 2025, unchanged from 31 December 2024. The average occupancy rate was 99% as of 31
December 2025, unchanged from 31 December 2024. The average duration of leases was 4.3 years at
the year-end, as compared to 4.6 years at the year-end 2023. The applied average yield was 9.1% as
of 31 December 2025, vs. 9.0% in 31 December 2024. The average rental rate generated by the retail
portfolio in Belgrade was at €20.3/ sqm/month as of 31 December 2025, as compared to €20.1/
sqm/month as of 31 December 2024. Book value of the Group’s retail portfolio in Belgrade amounted to
€90.2 as of 31 December 2025 as compared to €90.1 as of 31 December 2024.
The following table lists the Group’s retail properties located in Belgrade:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Ada Mall
100%
33,900
2019
Total
33,900
1.7.1.1.2.3 Retail portfolio in Zagreb
The Group’s total gross rentable retail space in Zagreb comprised 27,600 sqm in one retail scheme as
of 31 December 2025, unchanged from 31 December 2024. The occupancy rate was 95% as of 31
December 2025, vs 99% in 31 December 2024. The average duration of leases was 3.0 years at the
year-end, as compared to 3.5 years at the year-end 2024. The applied average yield was 8.7% as of 31
December 2025, as compared to 8.6% as of 31 December 2024.The average rental rate generated by
the retail portfolio in Zagreb was €23.6/sqm/month as of 31 December 2025, as compared to
22.6/sqm/month as of 31 December 2024. The key operational changes during the year which lowered
the average occupancy and increased the average rental rate was the decision to take back two cinema
halls along with the reception area located near the food court from the mall’s cinema operator. The
area is being renovated and upon completion in 2026, the reclaimed area adjacent to the food court will
be leased to new tenants.
Book value of the Group’s retail portfolio in Zagreb amounted to €85.0 as of 31 December 2025
compared to €86.0 as of 31 December 2024.
21
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The following table lists the Group’s retail properties located in Zagreb:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Avenue Mall Zagreb
70%
27,600
2007
Total
27,600
1.7.1.1.2.4 Retail portfolio in Sofia
The Group’s total gross rentable retail space in Sofia comprises 22,800 sqm in one retail scheme as of
31 December 2025, unchanged vs. 2024. The occupancy rate was 99% as of 31 December 2025, vs
100% in 2024. The average duration of leases was 4.4 years at the year-end, as compared to 5.2 years
at the year-end 2024. The applied average yield was 8.5% as of 31 December 2025, as compared to
8.3% as of 31 December 2024. The average rental rate generated by the retail portfolio in Sofia was
€27.0 /sqm/month as of 31 December 2025, as compared to €24.5 /sqm/month as of 31 December
2024. The considerable increase in average rents achieved during the year was primarily attributable to
higher tenant turnover, resulting in increased turnover-based income and rent per square meter, as well
as the impact of indexation. During 2025 Sofia mall management implemented a loyalty program aimed
at driving turnover performance which improved the rental result.
The book value of the Group’s retail portfolio in Sofia amounted to €86.1 as of 31 December 2025 as
compared to €80.6 as of 31 December 2024. The increase was driven by higher rents.
The following table lists the Group’s retail properties located in Sofia:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Mall of Sofia
100%
22,800
2006
Total
22,800
1.7.1.1.2.5 Retail portfolio in Budapest
The Group’s total gross rentable retail space in Budapest comprises 6,500 sqm in one retail scheme as
of 31 December 2025, unchanged vs 2024. The occupancy rate was 85% as of 31 December 2025, as
compared to 100% as of 31 December 2024. The average duration of leases was 3.0 years at the year-
end, as compared to 5.4 years at the year-end 2024. The applied average yield was 7.1% as of 31
December 2025, as compared to 7.3% as of 31 December 2024. The average rental rate generated by
the retail portfolio in Budapest was at €23.4/sqm/month as of 31 December 2025, as compared to
€20.4/sqm/month as of 31 December 2024. The book value of the Group’s retail portfolio in Budapest
amounted to €21.9 as of 31 December 2025 as compared to €22.2 as of 31 December 2024.
The following table lists the Group’s retail properties located in Budapest.
Property
GTC’s
share
Total gross
rentable area
Year of completion
(%)
(sqm)
Hegyvidék Office and Retail Center
100%
6,500
2012
Total
6,500
22
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
1.7.1.2 Overview of residential income generating portfolio
As of 31 December 2025, the Group had 5,169 flats with a total gross rentable area of 325 thousand
sqm and a book value of €453.1, which 86% occupancy rate. The following table lists the Group’s
residential income generating portfolio as of 31 December 2025:
Portfolio
Book value
GLA
thousand
Average
Occupancy
Actual Average rent
sqm
%
€/ sqm/m
Kaiserslautern
207.5
135
89%
7.1
Heidenheim
99.2
58
91%
7.8
Helmstedt
66.9
62
86%
6.8
Schöningen
47.0
50
77%
6.7
Other
32.5
20
72%
7.9
Total
453.1
325
86%
7.2
1.7.1.3 Overview of properties under construction
As of 31 December 2025, the Group had four projects under construction with a total gross rentable
area of 54,300 sqm and a book value of €140.9, which constituted 6% of the Group’s total property
portfolio (by value). Having sold a newly constructed Matrix D project in Croatia in Q4 2025, the Group
had three office projects (CenterPoint 3, Rose Hill Campus, Andrassy) and a residential project in Berlin
as of 31 December 2025.
The following table lists the Group’s properties under construction:
Property
City
Segment
GTC’s
share
Total gross
leasable area
(sqm)
CenterPoint 3
Budapest
office
100%
36,000
Rose Hill Campus
Budapest
office
100%
10,700
Andrassy
Budapest
office
100%
3,600
Elibre
Berlin
residential for rent
100%
4,000
Total
54,300
1.7.1.4 Overview of landbank
As of 31 December 2025, the value of landbank amounted to €122.4 as compared to €149.0 as of 31
December 2024. The total number comprises the value of commercial landbank designated for future
commercial development which amounted to €94.5 as well as residential landbank valued at €27.9 as
of 31 December 2025. The most valuable pieces of land are designated for future office development in
a centrally located plots in Belgrade and Budapest. In terms of residential landbank, the key plots are
based in Budapest, Bucharest and Liznjan in Croatia.
1.7.1.5 Rights of use – investment property
As of 31 December 2025, the Group’s right of use of lands under perpetual usufruct amounted to €34.5
which constituted over 1% of the Group’s total property portfolio, as compared to €73.4 as of 31
December 2024.
23
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Technology hub
(Ireland)
86%
Real estate investment
in Slovenia and Croatia
(Trigal)
11%
ACP Fund
2%
Other
1%
1.7.2 Non-current financial assets
As of 31 December 2025, the Group held non-current financial assets measured at fair value through
profit or loss with a total value of €156.3.
GTC mainly invested:
- through a debt instrument into 25% stake
of a technology campus in Ireland. The
instrument is valued of €135.0 as of 31
December 2025.
- into 33% units in the Trigal fund holding 4
completed commercial buildings. The fair
value of this GTC’s investment as of 31
December 2025 amounted to €17.6.
- other non-current financial assets such as
bonds and fund. The fair value of these
other non non-current financial assets
amounted to €3.7 as of 31 December
2025.
The fair value of non-current financial assets was as follows:
31 December 2025
31 December 2024
Notes in technology hub (Ireland)
135.0
120.4
Trigal Funds (Real estate investments in Slovenia and Croatia)
17.6
16.5
NAP
-
4.4
Grid Parity Bond
-
6.6
Bonds (ISIN HU0000362207)
-
3.8
ACP Fund
0.5
3.0
Other
0,6
-
Total
156.3
154.7
1.7.2.1. THE TECHNOLOGY HUB
On 9 August 2022, a subsidiary of the Company invested via a debt instrument into a joint investment
into the innovation park in County Kildare, Ireland (further Kildare Innovation Campus or “KIC”). The
project involves the construction of a data centre with power capacity of up to 179 MW, as well a life
science and technology campus. GTC’s investment comprised acquiring upfront notes in the value of
€115 and in accordance with the investment documentations GTC is obliged to further invest up to
agreed amount of ca. €9 to cover the costs indicated in the business plan and comprising such costs as
permitting, financing, capex as well as operating costs of the business.
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. The maturity date of the
notes is 9 August 2032.
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.
24
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Kildare Innovation Campus, located outside of Dublin, extends over 72 ha (of which 34 ha is
undeveloped). There are nine buildings that form the campus (around 101,685 sqm): six are lettable
buildings with designated uses including industrial, warehouse, manufacturing and office/lab space. In
addition, there are three amenity buildings, comprising a gym, a plant area, a campus canteen, and an
energy center. The KIC currently generates around €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 sqm. 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 landlord’s milestone relates to energy
infrastructure that is scheduled to be completed by end 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.
The fair value the GTC’s share in the consolidated financial statement amounted to €135.0.
1.7.2.2. TRIGAL FUNDS
On 28 August 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the Company,
acquired 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment
Fund GP S.á.r.l. (“Fund”) for the consideration of €12.6 from an entity related to the Majority
shareholder. The Fund is focused on commercial real estate investments in Slovenia and Croatia and
expected maturity is in Q4 2028.
The fair value the GTC’s share in the consolidated financial statement amounted to €17.6.
The following table lists real estate investments of the Fund in Slovenia and Croatia:
Property
City/Country
Type
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sqm)
Feniks Building
Ljubljana,
Slovenia
Office
33%
14,700
2007
Point Shopping Center
Zagreb, Croatia
Retail
33%
13,600
2013
Rezidenca Building
(Loma Center)
Ljubljana,
Slovenia
Mixed-use
33%
8,200
2006
Kare A Building
(Krdu Building)
Kranj, Slovenia
Office
33%
4,900
2007
Total
41,400
1.7.2.4. OTHER
ACP Fund
ACP Credit I SCA SICAV-RAIF (hereinafter referred as “ACP Fund”) is a reserved alternative investment
fund seated in Luxemburg with 2 compartments. GTC has a total commitment of €5 in ACP Fund, with
approx. €1 remaining for commitment as at the end of 2025. ACP Fund investment strategy is to build
a portfolio of secured income-generating debt instruments in SMEs and medium-sized companies in
Central Europe.
25
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
NAP Shares
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 € 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.
Grid Parity Bond
Grid Parity Bonds were issued for 10 years by HG Energy Zrt on 17 July 2019 with fix interest rate of
4% p.a. and maturity date of 15 July 2029. During 2025 the bonds were written off in full as the
management assessed these amounts as unrecoverable.
MBH Bank Bond
During 2025, MBH Bank bonds were sold. Transaction was not concluded with any related party.
1.8 Overview of the markets in which the Group operates
1.8.1 Office market
I. Back to office trends
Corporate occupiers are undergoing a significant transformation of workplace models, marked by the
gradual stabilisation of hybrid solutions. According to the JLL Workforce Preference Barometer 2025,
approximately 66% of office workers globally report that their employer sets clear expectations regarding
the number of days working on-site. The majority—72% of employees—have a positive outlook on these
attendance policies. The primary drivers of positive sentiment include improved team performance, a
preference for office environments, and perceptions of fairness in policy application. Conversely, 28%
of employees express negative sentiment, most often referencing concerns related to quality of life,
followed by productivity challenges and disappointment with organisations that previously assured
hybrid flexibility.
Despite formal policies, a misalignment persists between mandated hybrid office attendance and actual
practice. Globally, 81% of the workforce adheres to structured hybrid policies, with compliance rates
varying by region: Europe records the highest compliance (85%), followed by Asia Pacific (80%), Latin
America (80%), North America (78%), and the Middle East (78%).
Within the EMEA region, in-office policies have remained relatively stable year on year. At present, the
most prevalent policy is the requirement for a three-day in-office presence per week, typically without
specific days designated. Notably, 44% of organisations in EMEA intend to further increase office-based
workdays by 2030. In pursuit of this objective, companies are placing greater emphasis on enhancing
the quality of the workplace, investing in amenities, and developing collaborative spaces that cannot be
replicated in remote settings. The strategic focus has shifted from the provision of standard desk space
towards the creation of environments that facilitate innovation, support organisational culture, and
encourage meaningful in-person collaboration.
II. Warsaw
At the end of 2025, the existing office supply in Warsaw totalled 6.23 million sqm Due to the ongoing
transformation of the office stock, over 160,000 sqm of obsolete office space was withdrawn from the
market throughout 2025.
Approx. 88,700 sqm of new offices were delivered during the year, with the largest being The Bridge
(51,800 sqm) and Office House (27,800 sqm). In addition, the modernized office building within the
26
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Lipowy Park complex (10,000 sqm) returned to the market. Thanks to the construction start of the next
office phase within the Towarowa 22 complex, the development activity in the capital increased to
185,000 sqm, but remains muted as compared to pre-Covid levels. New completions scheduled for
2026-2027 are estimated at approx. 80,000 sqm per year.
In 2025, office take-up in the capital accounted for nearly 800,000 sqm, representing a 7.3% increase
compared to 2024. The last quarter registered a record-breaking result, with a total transaction volume
exceeding 300,000 sqm. During the year, the City Centre (32% of demand) and Służewiec (23%) zones
recorded the highest take-up levels. For the latter, over 60% of activity consisted of renegotiations.
Similar take-up structure was recorded in the Jerozolimskie corridor, North, Ursynów/Wilanów, and
Puławska zones. In previous years, tenants renegotiated agreements because they lacked clarity about
workplace strategies. Today, renegotiations are a necessity for many occupiers due to limited choice of
office units of appropriate size, quality and availability. This trend is more prominent in zones outside
the city centre as these locations recorded virtually no new completions over the last few years. In 2025,
lease renegotiations in Warsaw represented half of total demand.[
At the end of December 2025, the overall vacancy rate for Warsaw stood at 9.1% (-1.5 p.p. y/y). The
revision of the existing stock and muted new supply contributed to a relatively rapid decline in the
vacancy rate, particularly in the second half of the year. At the end of Q4, the vacancy in the city centre
was at 6.1%. In non-central districts, it was nearly twice as high, standing at 11.6%. Over the year, the
fastest decrease in availability was recorded in the premium segment, where only 6.3% of the existing
supply is currently vacant, with this figure falling to merely 4% for office buildings in the city centre. Due
to the higher-than-expected new supply, vacancy levels will increase slightly in Q1 2026. However, this
is only a temporary reversal of the downward trend in vacancy.
2025 brought further increases in rental rates for the best office spaces. Prime rents in the Central
Business District, after more visible increases in 2024, recorded a 2.7% y/y growth to
€28.75/sqm/month. In the past year, prices in the City Centre zone grew significantly faster (+6% y/y, to
€26.5/sqm/month), which was closely related to the delivery of new premium-class projects. Rates for
the best properties in zones adjacent to the city centre, namely the Jerozolimskie corridor and West,
also recorded considerable increases. The average rental growth in non-central zones was over 4.0%
y/y. The market conditions will not change significantly in 2026, with further rental increases expected
in good-quality buildings.
2025 brought stabilisation in prime cap rates in Warsaw. At the end of Q4 2025, prime yields accounted
for approx. 6.0% and were unchanged as compared to Q4 2024.
III. Regional Cities in Poland
Poland's regional markets offered 6.7 million sqm of existing office stock at the end of 2025. New
completions totalled a scarce 20,500 sqm annually, confirming record-low delivery levels. Only five small
schemes were completed across Kraków, Poznań and Lublin, with Stella Office (9,900 sqm) in Kraków
being the largest. Construction activity stood at 221,300 sqm, and was concentrated in Poznań (75,200
sqm), Kraków (59,700 sqm), and Katowice (27,800 sqm). Over 15% of office space under construction
was secured by pre-let agreements, with most such contracts signed in Poznań and the Tri-City area.
According to forecasts, new supply in eight key regional markets will reach approx. 95,000 sqm per year
over 2026-2027.
Leasing volumes across regional markets totalled approx. 773,000 sqm in 2025, which was 8% more
than in 2024. Q4 proved particularly strong with ca. 250,000 sqm transacted, representing 32% of annual
activity. Both annual and quarterly figures set new records. New deals and expansions regained
momentum, capturing a 48% share. However, the largest transactions (10,000 – 20,000 sqm range)
were predominantly renewals, including the lease signed by Shell for 23,000 sqm in Kraków. Kraków
recorded exceptionally strong take-up results, which represented 35% of regional cities' total demand
(approx. 270,000 sqm). Similarly, in Wroclaw, approx. 180,000 sqm was leased. Both cities achieved
their highest historical results. Demand was driven by tech companies (133,000 sqm), followed by
professional services (approx. 125,000 sqm) and manufacturing (120,000 sqm) firms.
At the end of Q4 2025, the overall vacancy rate across the eight regional markets reached 16.9%, which
was a decrease of nearly 1 p.p. on a year ago. Much of the vacant space was available in the older
27
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
stock with small, fragmented floor space that don't meet modern occupier requirements. The highest
vacancy levels were recorded in Katowice (21.6%) and Wrocław (20%).
Prime office rents ranged between €11.5 and €20.0/sqm/month, though rates approaching €17.50-
20.00/sqm/month were limited to a handful of premium CBD buildings in Kraków and Poznań. Annual
increases were recorded for prime stock in Kraków (by €1.5/sqm/month) and Poznan (by
€0.5/sqm/month), with modest growth in Wrocław and Łódź. Other markets remained stable. Regarding
lease terms, the newest office buildings typically require lease agreements of 5-7 years; older buildings
offer larger flexibility, with new contracts for 3-5 years and renegotiations for 2-5 years, depending on
fit-out costs and other lease terms.
Kraków
The existing supply in Kraków stood at 1.8 millon sqm at the end of Q4 2025. Two new office schemes
were delivered in 2025 totalling 11,900 sqm. Construction activity remains subdued, with new
development starts pre-let dependent. During 2025, tenant activity totalled approx. 270,000 sqm, driven
predominantly by lease renewals (63% of total take-up). The vacancy rate remained elevated and stood
at 18.4% at the end of the year, with a relatively large supply of vacant space available in buildings
delivered before 2020. CBD prime rent recorded a rapid growth over 2025 to €20.00 / sqm / month in
December 2025.
Prime yields stood at 7.00% as of Q4 2025.
Poznań
The Poznan office market recorded no significant change in stock over 2025. Only one office building
of 4,900 sqm was delivered during the year. The vacancy rate stabilised y/y and amounted to 13.9% at
the end of Q4 2025. Take-up accounted for 71,800 sqm, up 7.6% y/y. Tightening availability of premium
space is pushing rents up. Currently, the prime rent for best quality space is estimated at €17.50 / sqm
/ month.
Prime yields stood at 7.50% as of Q4 2025.
Wrocław
During the entire 2025, no new commercial office buildings were completed in Wrocław. The existing
office stock totalled 1,337,600 sqm. The under construction pipeline is waning and, currently, stands at
22,600 sqm. Office take-up amounted to a record-breaking 179,600 sqm Lease renewals made up 53%
of the total registered activity. Prime rent increased slightly in 2025 to €16.75 / m² /month as compared
to €16.50 / sqm /month.
Prime yields stood at 7.00% as of Q4 2025.
Katowice
The existing office stock in Katowice totalled 742,100 sqm at the end of Q4 2025. No new office space
was delivered to the market over the year. The vacancy demonstrated a downward trend and accounted
for 21.6% in December 2025 (-1.6 pp. y/y). Tenant activity accelerated during the year with total take-
up standing at 55,600 sqm, 16.8% up compared to 2024. Prime rent stabilised y/y and stood at
€14.80/sqm/month.
Prime yields stood at 7.75% as of Q4 2025.
Łódź
The existing supply of office space in the city stood at 642,700 sqm at the end of Q4 2025. No new
completions were recorded in 2025, with similar prospects for 2026. Thanks to the acquisition of the
Brama Miasta II building by the Government of the Łódzkie Voivodeship (14,200 sqm), total annual take-
up in Lódz totalled 51,700 sqm. The vacancy rate decreased to 18.3% at the end of Q4 2025 and is
28
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
likely to continue the downward trend in the mid-term. Prime rent recorded only a modest uptick of €0.25
y/y and was at €14.25/sqm/month.
Prime yields stood at 8.00% as of Q4 2025.
IV. Budapest
Total modern office stock in Budapest stood at 4.46 million sqm in Q4 2025, driven by the completion
of two newly built owner-occupied buildings, adding 50,380 sqm to the market during the fourth quarter.
Earlier in 2025, two additional office buildings were delivered in Q1 2025, contributing a further 5,060
sqm to the total stock.
At the end of Q4 2025, 117,060 sqm of speculatively developed office space was under construction,
with expected completion scheduled for 2026-2027. Additionally, over 350,000 sqm of owner-occupied
office space is under construction as part of the Hungarian State's relocation project, with planned
delivery in 2026.
In 2025 the total leasing activity reached 505,850 sqm, which was on a par with 2024’s result
(representing a five-year peak). Gross take-up was dominated by lease renewals, which accounted for
42% of share, while new leases represented 33%. It is worth to underline, that net take-up increased by
37% y-o-y, primarily driven by owner-occupied transactions. The average deal size exceeded 895 sqm.
Among top 10 largest deals (excluding owner-occupied transactions) in 2025, six were renewals, while
another two were pre-leases.
The largest deal of net take-up in 2025 was a pre-lease agreement signed by a pharmaceutical company
in the 2nd phase of H2O, covering 22,180 sqm, resulting full pre-lease of the building.
The vacancy rate stood at 12.5%, corresponding to approximately 557,780 sqm of vacant modern office
space in Budapest.
The vacancy rate declined y-o-y in almost all submarkets. The only submarket where an increase in
vacancy was recorded was the CBD (+100 bps).
Average headline rent remained stable at €25.00/sqm/month in Budapest’s premium locations. At the
same time, in Váci Corridor (Budapest largest submarket), the Grade A rental range begins at
€15.50/sqm/ month and the rental range’s top is at €19.50/sqm/ month. The second largest submarket,
in Buda South, this range is between €15.00 - €20.00/sqm/ month.
V. Bucharest
Bucharest modern office stock remained stable at approximately 3.38 million sqm in Q4 2025, as no
new office buildings were delivered throughout 2025, marking the first year without new supply in the
modern market. The largest office submarkets remain Center‑West (637,100 sqm) and Floreasca–
Barbu Văcărescu (589,200 sqm).
For 2026, the market expects 58,600 sqm of new supply, a modest addition that is unlikely to significantly
increase vacancy, especially given the strong pre‑leasing activity observed in several pipeline projects.
Total take‑up reached 247,900 sqm in 2025, being 23% below 2024 and roughly 20% under the five‑year
average. Net take‑up amounted to 128,200 sqm, down 21% year‑on‑year.
The highest gross rental activity in 2025 was concentrated in the Center‑West submarket (27.3%),
followed by Floreasca–Barbu Vacarescu (18.4%) and the CBD (16.5%). In terms of sectors, Consumer
Goods & Manufacturing led gross take‑up with 27.5%, followed by Finance, Banking & Insurance
(25.3%) and IT & Telecommunications (20.9%).
In 2025, the annual net absorption reached 21,700 sqm. This marked a decrease of 66.6% compared
to 2024, when net absorption was 65,000 sqm.
29
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
In Q4 2025, the total vacancy rate decreased to 10.6%, down from 11.2% in the previous quarter and
significantly below the 11.8% level recorded in Q4 2024. Vacancy remained lowest in the Center (4.3%),
CBD (4.4%) and South (6.0%) submarkets, while the highest rates persisted in North‑West Expozitiei
(21.9%), Pipera North (19.1%), and West (16.4%).
Prime office rents remained stable at €22.0/sqm/month in the CBD, unchanged both quarter‑on‑quarter
and year‑on‑year. In the Center, prime rents range between €16–20/sqm/month, and in outer or
semi‑central submarkets between €10–15/sqm/month. Pipeline projects in the Center and Floreasca–
Barbu Văcărescu, where vacancy is structurally low, may exert upward pressure on market rents going
forward due to their premium positioning and strong marketing features.
VI. Belgrade
The modern office stock in Belgrade (CBD, City Centre, Wider City Areas, Other City Areas, and Outer
City) amounts to approximately 1.15 million sqm. Currently, around 220,000 sqm of modern office space
is under construction. Class A buildings account for 70% of the total stock, while Class B represents the
remaining 30%. Approximately 72% of modern office space is located in New Belgrade (CBD), 15% in
the city centre, and the remaining 13% across other parts of the city.
The total office stock increased by slightly more than 50,000 sqm during the year. The most significant
completed deliveries included the East Gate building within the Airport City business complex, which
added 22,400 sqm in the third quarter, as well as the Prokop office development which added around
18,000 sqm.
The vacancy rate remains generally stable within the 3–5`% range. Following the completion of new
office buildings, vacancy temporarily increases towards 5%, typically stabilising at approximately 3%
within a six-month absorption period.
Total leasing activity during 2025 reached approximately 130,000 sqm. The strongest contribution to
renewal activity was recorded in the IT & Telecommunications and Consumer Goods & Manufacturing
sectors, which together accounted for around 30 renewal transactions, confirming their key role in
maintaining market stability. The total renewed area within these sectors reached approximately
108,000 sqm, representing a dominant share of overall leasing volume and indicating a strong level of
tenant retention.
In terms of transaction structure, new deals and expansions continued to represent the larger portion of
leasing activity, reflecting ongoing market expansion and the entry of new occupiers, while renewals
remained a significant component of total leasing volume. New tenant deals accounted for
approximately 63% of transactions, while renewal agreements represented around 37% of the total
number of completed deals.
Average prime headline rents for Class A office space remain stable and currently range between €18.0
and €19.5/sqm/month, with exceptional projects can achieve above € 20/sqm/month.
Prime office yields in Belgrade currently stand at approximately 7.75%, with market expectations
indicating a further compression of around 25 basis points in the coming period, supported by improving
investment sentiment and continued investor interest in prime office assets.
VII. Zagreb
The office market in Zagreb is growing at approximately 1% annually. There were no new office
completions in Q4 2025. The current office stock in Zagreb still amounts to approximately 1.2 million
sqm, of which about 59% is Class A office space, while the remainder comprises Class B offices.
With regard to upcoming office developments, future supply in the Zagreb market remains primarily
focused on modern office buildings located in established business zones, particularly within the CBD
and New Zagreb areas. Among the key projects, Matrix D, the newest phase of the Matrix business
complex, is expected to be completed during 2026, adding approximately 10,500 sqm of modern office
space to the market.
30
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
During 2026, new supply will be further supported by the Paromlin project, which will provide around
12,000 sqm, as well as Business Center Arena in New Zagreb with approximately 9,500 sqm of modern
office space. In total, planned new deliveries in 2026 are estimated at approximately 32,000 sqm of
office space.
Further growth of the office stock is expected in 2027, when several larger projects are scheduled for
completion, primarily the VMD Business Tower with approximately 21,000 sqm, together with the
Špansko project (4,500 sqm), Avenue V (2,000 sqm), and the Vrbani project, which will add 9,500 sqm
of new office space. Overall planned new supply for 2027 is estimated at approximately 42,000 sqm of
office space.
Prime headline rents reached €17.50/sqm/month, while average rents stood at €14.50/sqm/month. At
the same time, the vacancy rate declined to 2.5%, reflecting continued strong occupier demand and
limited availability of modern office space. Prime yields stabilised at approximately 7.25%, representing
a year-on-year compression of 50 basis points.
1.8.2 Retail market
I. Poland
Poland's general retail sales growth (nominal value) of 3.58% in 2025, while in line with the Eurozone
average, is set to accelerate significantly. Forecasts indicate Poland will surpass Eurozone performance
by 3 pp in 2026, with particularly strong nominal value growth projections of +5.7% and +5.1% for 2026-
2027, respectively (source: Oxford Economics).
In 2025, new supply in the retail market was similar to the previous year, totalling just over 650,000 sqm.
This maintains the stable dynamic of annual new supply at 600,000 - 700,000 sqm, observed since
2014. Although the annual volume of new supply has remained relatively stable since 2014, today it is
based on a completely different structure. Retail parks and convenience centres have once again
dominated new supply, accounting for 80% of supply in 2025, compared to just 30% in 2013-2017, when
shopping centres drove market growth.
The convenience shopping trend continues to drive market development, with cities below 100,000
inhabitants accounting for 63% of new volume. Small and medium-sized cities remain the primary
beneficiaries, receiving over 50% of completed modern retail space.
Shopping centre vacancy rates in major agglomerations remain exceptionally low at 2.9%, indicating
healthy market conditions and potential upward pressure on rental rates.
Development activity with approximately 630,000 sqm under construction reflects dominant market
trends, with nearly 90% consisting of retail parks and convenience centres. The average size of new
projects is increasing, with under-construction developments averaging nearly 8,300 sqm.
Investment activity is expected to remain strong, driven by continued yield compression in retail parks
(prime cap rates at 7.20%) and growing interest from Polish capital in smaller retail formats. The market
anticipates a comeback in large-scale shopping centre acquisitions as investors explore opportunities
in high-performing regional assets.
Prime shopping centre yields remain stable at 6.50%, while further downward pressure on retail park
yields is expected in 2026 due to intensifying competition for best-performing assets. Meanwhile, new
shopping centre openings remain limited, with new retail offers in the largest cities being concentrated
in popular mix-use projects.
31
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Highlights and trends
Supply & Development Activity
• Stable new supply: Retail market maintained consistent development momentum with
approximately 600,000+ sqm delivered annually since 2014, continuing the established trend
• Format shift towards convenience retail: Retail parks and convenience centres dominated new
supply at ~80% share in 2025, compared to nearly 90% in 2024, reflecting ongoing market
preference for smaller retail formats
• Traditional shopping centre development declines: Limited openings with focus shifting to retail
parks
Rental Growth & Pricing
• Selective rental increases: Prime shopping centres and best-in-class 100-500 sqm units achieved
notable rent growth, reaching up to €160/sqm/month in select cases
• Moderate retail park rental growth: Limited rental increases due to intense inter-project
competition and dynamic supply growth
Market Saturation & Future Outlook
• Signs of market saturation emerging: Development pipeline showing early saturation indicators
with limited suitable locations remaining and some projects being deferred or converted to
residential use
• 2026 supply forecast: Expected similar or slightly lower development activity compared to 2025,
with market fundamentals remaining stable
Tenant Market & Brand Activity
• Steady but modest brand expansion: Approximately 25-30 new retailers entered the market in
2025, maintaining similar pace to 2024 without major flagship openings
• Market concentration strengthening: Established players (LPP, Inditex, H&M) consolidating market
positions, potentially limiting new entrant opportunities
Key Market Drivers & Themes
• Inflation stabilization impact: 2025 inflation stability positively influenced retail performance and
tenant expansion decisions
• High-street development acceleration: Mixed-use projects increasingly providing new urban retail
opportunities as traditional mall development stalls
• F&B sector expansion: Restaurant and dining concepts driving mall modernization strategies and
retail park tenant mix enhancement
Emerging 2026 Trends
• Asset repositioning wave: Aging shopping centres requiring comprehensive modernization to
maintain competitiveness and foot traffic
• Tourism-driven retail opportunities: Growing international visitor numbers creating demand for new
retail concepts in tourist destinations and high-street locations
• Residential-retail integration: Ground-floor retail in residential developments becoming key format
for neighbourhood convenience shopping in large cities
32
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
II. Warsaw agglomeration
As of December 2025, the total retail space in the Warsaw agglomeration, which includes large-scale
retail properties (GLA ≥ 5,000 sqm) and convenience centres (2,000 ≤ GLA ≤ 4,999 sqm), amounts to
approx. 2.24 million sqm. Shopping centres account for 63% of the retail space, followed by retail parks
(17%) and stand-alone retail warehouses (12%). Convenience and outlet centres represent the
remaining retail market shares, comprising 5% and 3%, respectively.
The Warsaw agglomeration represents one of the least saturated markets among major agglomerations
regarding the density of retail space per 1,000 residents. Currently, this density stands at 791 sqm per
1,000 residents. In contrast, Wrocław and Poznań exhibit higher densities, registering 986 sqm and 949
sqm per 1,000 residents, respectively. The overall relatively low density in the Warsaw agglomeration
is primarily attributed to the numerous neighbouring municipalities. Due to limited available land within
the city and the ongoing trend of suburbanisation, a substantial proportion of new retail developments
are being established in the suburban areas surrounding Warsaw. The agglomeration has high annual
purchasing power per capita, which is €18,297, approximately 61.4% higher than the national average
of €11,338 in Poland.
The agglomeration comprises 18 retail parks, with Homepark Targówek being the largest with 99,300
sqm (GLA). Following closely are Okęcie Park, which covers 63,000 sqm, and Homepark Janki, with
60,900 sqm.
In addition, there are 26 stand-alone retail warehouses featuring well-known brands such as Castorama,
Leroy Merlin, and OBI. The retail landscape is further enhanced by smaller retail properties—specifically
convenience centres—totalling 37 properties, which serve the local community. Additionally, the
agglomeration boasts three outlet centres, contributing to its diverse retail offerings.
As of December 2025, four retail properties are under construction in the Warsaw agglomeration. The
largest project currently underway is the Agata Meble DIY in Mysiadło, offering approx. 12,000 sqm
(GLA), with completion scheduled for Q1 2026. An extension of the Stara Papiernia shopping centre in
Konstancin-Jeziorna, adding 3,700 sqm (GLA), is also under construction. In addition, two convenience
centres are being developed: Oak Park, comprising 4,400 sqm (GLA) on Kłobucka Street in Warsaw,
and N-Park with approx. 4,200 sqm (GLA) scheme located in Gołków.
In 2025, the vacancy rate in the Warsaw agglomeration stood at 1.9%, which is approx. 1 percentage
point lower than the average vacancy rate of 2.9% across eight major agglomerations.
Prime shopping centre rents for fashion boutiques (100 sqm) in Warsaw are estimated at 160
€/sqm/month. Sub-prime centres in Warsaw are likely to range between 55 and 80 €/sqm/month.
Meanwhile, rents within shopping centres in other major agglomerations of Poland range from 40 to 70
€/sqm/month.
Prime values for retail parks in the suburban areas of large cities (units ranging from 200 to 500 sqm)
are between €11 and 20/sqm/month.
III. Belgrade
During 2025, no new retail completions were recorded, and the total retail stock in Belgrade remained
stable at 431,000 sqm. The refurbishment and expansion of Beo Shopping Center are still in the
planning phase, with the project expected to add approximately 4,000 sqm of new retail space.
Furthermore, the renovation and extension of Delta City Shopping Center are also planned, bringing
around 11,000 sqm of new retail, F&B, and entertainment facilities, together with an expansion of
parking capacity.
While the Belgrade market experienced limited development activity and no new project deliveries
during the year, the rest of Serbia recorded significant growth. In the fourth quarter of 2025, five new
retail parks were opened across the country, increasing the total retail stock by approximately 65,000
sqm, while overall retail completions in Serbia reached around 120,000 sqm during 2025.
33
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Rental levels remained broadly stable toward the end of 2025, with prime shopping centers achieving
monthly rents generally ranging between €26 and €29/sqm/month, while retail park rents were typically
recorded between €9 and €12/sqm/month. Market expectations suggest that rental values are likely to
remain stable in the near term, supported by steady occupier demand and balanced market conditions.
Prime yields for shopping centres stood at approximately 8.25% at the end of the year, while retail park
yields remained lower at around 7.50%, reflecting continued investor preference for retail park assets
supported by stable performance and strong occupancy levels.
IV. Zagreb
The total stock of shopping centres in Zagreb and the rest of Croatia remained unchanged during 2025.
Zagreb accounts for approximately 454,000 sqm of retail space, while the total retail stock in Croatia
amounts to around 1.2 million sqm. As in 2024, the market focus in 2025 remained on retail park
development, resulting in an overall increase in retail park supply by approximately 6%, reaching around
650,000 sqm.
Retail stock in the capital city expanded by approximately 26,000 sqm, supported by the expansion of
Designer Outlet Rugvica, which added around 6,000 sqm of additional retail space, as well as the
opening of Joy Retail Park located adjacent to the outlet. The new retail park introduced around 30
stores and expanded total retail supply by approximately 10,000 sqm. Additionally, the FT Park
development in the Jankomir area was completed during 2025, contributing a further 10,000 sqm of
retail space.
Across the rest of Croatia, retail stock increased by approximately 25,000 sqm. New supply was
delivered through the opening of Stop Shop retail parks in Nova Gradiška and Ivanec, while Park &
Shop Dugopolje was completed in southern Croatia.
The overall ratio between shopping centre stock and retail park stock in Croatia stands at approximately
66% to 34%. Average monthly rents in shopping centres range between €21 and €24/sqm/month,
indicating stable market conditions and continued demand for space in established retail destinations.
This rental level is typical for standard retail units within dominant regional and city shopping centres.
In the retail park segment, average rents range between €10 and €13/sqm/month per month. The lower
rental level compared to shopping centres reflects the simpler asset concept, lower operating costs, and
the presence of larger-format tenants. Nevertheless, retail parks remain the most dynamic segment of
the market, supported by strong expansion activity and stable occupier demand.
Prime shopping centre rents reach approximately €55/sqm/month and relate to the best-positioned retail
units within leading centres with the highest footfall and strongest international brands.
Prime yields stand at approximately 8.00% for shopping centres, while retail parks achieve prime yields
of around 7.25%. The lower yield for retail parks reflects strong investor interest and the perception of
stable income streams within this segment.
V. Sofia
The supply of new retail space in Bulgaria remained solid in 2025, driven primarily by retail parks. As a
result, the total modern retail stock in the country increased by over 100,000 sqm in 2025, reaching
approximately 1.5 million sqm. Of this total, shopping centres account for around 0.8 million sqm, while
retail parks represent about 0.7 million sqm.
In 2025, Holiday Park Krasno Selo, developed by Videolux Holding, opened in Sofia, adding 32,300
sqm of retail space and. Additionally, XO Park Sofia, developed by Trinity Capital, expanded by 25,000
sqm, bringing its total size to 55,000 sqm.
The retail development pipeline for 2026–2027 includes over 200,000 sqm of new projects. Currently,
only one shopping centre is planned: Promenada Plovdiv, located in Bulgaria’s second most populous
city. The 60,500 sqm GLA project is being developed by NEPI Rockcastle, with construction expected
to begin in the first half of 2026 and completion targeted for Q3 2027.
34
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The pipeline, however, is dominated by retail parks, with approximately 140,000 sqm under construction
across 12 projects. Mitiska REIM, in joint venture with Park Lane Developments, has two retail parks
underway in Sofia: the 14,000 sqm Estrea Park Hadzi Dimitar and the 13,000 sqm Estrea Park
Nadezhda, both scheduled to open in 2026. Construction is also expected to begin on a third project,
Estrea Park Varna, with 10,000 sqm, planned for delivery in late 2026 or early 2027.
Two additional projects under the Holiday Park brand, Holiday Park Vratsa (24,000 sqm GLA) and
Holiday Park Vitosha (23,000 sqm GLA), are under construction and due for completion in 2026.
Trinity Capital is also developing XOPark Sandanski, which will add 12,000 sqm GLA to the national
stock in 2026. This will be the company’s fifth retail park development. The continued influx of retailers
into the Bulgarian market is accompanied by the introduction of new brands looking to expand their
presence in the country, alongside strong network growth among value and discount-oriented occupiers,
particularly in retail parks.
The average vacancy rate in established schemes remains low. In Sofia, vacancy is approximately 2%
in shopping centres and 1.5% in retail parks, while vacancy across established shopping centres
nationally varies by asset and positioning.
Shopping centres are reporting rising footfall levels, turnover, rental rates and occupancy. In this context,
the trend of tenant mix optimization will continue.
The rental rates for shopping centres have moved upward in prime schemes, with prime Sofia shopping
centre rents at €46–47/sqm/month, while average prime shopping centre rents are typically quoted at
€22–25/sqm/month. Retail park rents in Sofia are at €13/sqm/month, with wider prime ranges nationally
typically at €10–13/sqm/month. Rental rates are expected to remain broadly stable in the short term,
with upward pressure in best-performing and high-quality projects in the mid-term, supported by limited
vacancy, sustained retailer demand and improving purchasing power.
1.8.3 Residential market
I. Germany
Germany's residential rental market remained tight through 2025, characterised by low vacancy with
2.8% country average, sustained rental growth with national Top-20 markets up approximately 5% YoY,
, and a structural supply shortage as new construction continued to lag demand. However, GTC's
German assets sit predominantly in secondary and structurally weaker regional markets rather than the
high-growth A-cities. The Paula portfolio spans Helmstedt with population of 25,000, Kaiserslautern with
population of 101,000, and Heidenheim with population of 50,600. These towns are facing market
vacancy rates which are above the national average, with Helmstedt at 10,0% market vacancy,
Kaiserslautern and Heidenheim at 4.8-4.9% of market vacancy. Rental levels are also below the market
average with low demographic momentum. GTC's Berlin Elibre project benefits from the capital's
fundamentally stronger demand backdrop—Berlin rents averaged €16/m² in Q3 2025, up 11% year-on-
year, with sub-1% vacancy and continued 4–5% annual growth forecast through 2027 driven by
population increases and supply shortages.
1.8.4 Investment market
I. Poland
Sector
Prime yield
Investment volumes (€ M)
Office
6.00%
1,760
Retail (SC)
6.50%
840
35
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
In 2025, the Poland’s investment market reflected global trends, with property prices stabilizing across
most sectors and the number of transactions increasing, despite moderate overall volumes. Activity from
CEE investors remained strong, led by the Czech Republic and Poland, which recorded its highest-ever
share of transaction volume driven by non-institutional purchasers and private investors. US funds,
particularly those focused on industrial properties, maintained a substantial presence, while Western
European institutional capital made its first cautious return, marked not only by renewed market
exploration, but also by several significant transactions that were successfully completed.
The market experienced exceptionally high transaction activity on office assets throughout 2025, driven
by two large-scale M&A acquisitions. The first involved the repurchase of a 49% stake in a CPI Property
Group portfolio worth approx. €1 billion, with the vast majority consisting of Warsaw office properties.
The second was the acquisition by Mennica Polska Group of 50% of shares in the entity owning Mennica
Legacy Tower, a prestigious complex consisting of two buildings located in Warsaw's city centre. These
two atypical large transactions boosted the office sector to become the most active segment in Poland
for 2025 by volume, reaching almost €1.8 billion (+8% YoY).
The transaction count reached 51 deals, representing the highest result since 2019 and the second
highest on record. This indicates increased activity from non-institutional investors, including private
investors, companies buying assets for their own use, and public institutions. These investor groups are
capitalizing on market opportunities created by limited demand from large foreign funds. As a result,
capital originating from Poland reached record investment levels in 2025 in the Polish commercial real
estate market, with only funds backed by Czech capital recording a higher level of investment activity.
Nevertheless, western capital, represented mostly by the UK and German funds, finally returned with
several finalized acquisitions and intensifying market exploration.
Warsaw accounted for 30 office acquisitions, representing 79% of the total turnover in 2025. Beyond
the aforementioned entity acquisitions, the largest deals included primarily centrally located office
schemes. Wola Center was purchased by Czech investor Trigea from Hines. The most significant CBD
transaction was the sale of the Senator office building, where Union Investment sold this scheme,
anchored by the Orlen Group, to Cornerstone Investment Management and its partner Fidera. Two other
major sales took place in the Rondo Daszyńskiego area. German-backed Manova Partners acquired
Vibe I for nearly €70 million, while LaSalle IM sold Wronia 31 to UNIQA Real Estate for approx. €69
million. These transactions clearly demonstrate institutional foreign investors' strong appetite for high-
quality, mid-sized office buildings located in central zones.
Regional markets generated strong interest with 21 transactions (the second-best result ever),
accounting for 21% of 2025's total turnover. Kraków and Wrocław led this activity. The largest acquisition
outside Warsaw was NIAM's sale of two buildings within the High 5ive complex to Stena RE, highlighting
continued Scandinavian investor engagement in Poland's office sector. Equally significant was the
purchase of Centrum Południe 3, a 15-story office building located in Wrocław, from Skanska to Czech
investor Investika and its joint venture partner BUD Holdings for €62 million. The entire office space is
leased to BNY Mellon and the retail space is occupied by Lux-Med medical clinic.
The growing number of active investors operates mostly in sub-prime market segments and does not
significantly affect prime yield expectations. At the end of December, estimates for prime yields in
Warsaw remained stable at approx. 6.0%. Prime cap rates in Kraków, which remains a core regional
city, are currently estimated at approx. 7.0%.
After a strong performance in 2024, when retail investment volumes reached approx. €1.6 billion – the
highest level since 2019 - investor activity in 2025 remained solid. Although overall volumes and average
deal sizes were moderate at around €840 million, mainly due to the absence of major shopping centre
transactions, the market recorded exceptionally high activity. In total, 44 purchases were completed
during the year, marking one of the strongest results in recent years and nearly matching the robust
performance seen in 2022.
The remarkable number of transactions across all retail property types demonstrates an increasingly
broad investor base. Global funds remained active through portfolio acquisitions, while investors from
Central and Eastern Europe represented a separate and the largest source of buying capital. Western
European capital formed another distinct group of investors, alongside a several of significant
transactions executed by buyers backed by Israeli capital. Particularly noteworthy was the growing
36
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
participation of Polish capital in retail park investments. This included both institutional and private
buyers, with the latter increasingly targeting smaller retail formats that offer strong returns and
manageable operational exposure.
Retail parks and retail warehouses continued to be the most sought-after asset classes, accounting for
28 transactions in total. These formats remain highly attractive to investors thanks to their stable income
potential and resilience to changing consumer behaviours. Strong investor demand has resulted in
continued prime yield compression. At the same time, increasing competition from new developments
in selected areas is expected to widen the gap in pricing between top-quality assets and secondary retail
properties.
The largest retail transaction recorded in 2025 was the first tranche of the TREI Portfolio, comprising 25
out of 36 retail parks. A joint venture between Ares Real Estate and Slate Asset Management acquired
the portfolio from Trei Real Estate, completing one of the largest retail park portfolio transactions in the
history of the Poland’s investment market. The full portfolio of 36 parks is valued at over €300 million.
The largest single-asset deal in 2025 was the sale of Libero Shopping Centre in Katowice by Echo
Investment to Estonia-based Summus Capital. The transaction value was announced at €103 million.
Collectively, 2025’s transactions reflect the current focus of active retail investors – primarily targeting
wide spectrum of retail parks or value-add shopping centres located outside major metropolitan areas.
The rising number of portfolio acquisitions may also signal an upcoming broader inflow of capital into
the sector.
Although there is still a lack of recent transactional evidence in Warsaw, based on overall market
sentiment, JLL estimates that prime shopping centre yields remain stable at 6.50% in Q4 2025. Prime
cap rates for top-tier retail parks compressed to 7.20% in 2025. However, intensifying competition for
best-performing assets is expected to put further downward pressure on prime yields in this segment in
2026, whereas the spread between top-quality and secondary assets is likely to widen.
II. Hungary
Sector
Prime yield
Investment volumes (€ M)
Office
6.75%
316
Retail (SC)
7.25%
18.5
The increase in investment activity observed at the end of 2024 continued throughout 2025, with annual
transaction volumes reaching €910 million – more than double the €420 million recorded in 2024 and
the highest annual level since 2022.
The highest level of activity was recorded in the office segment, which accounted for 34% of total
transaction volume, equivalent to approx. €316 million. Within this asset class, investor interest was
strongest in centrally located office buildings over ten years old, particularly those with strong tenant
retention or clear potential for conversion strategies. By contrast, only one core office asset (newly built
A class) was transacted during the period.
Hotel and industrial assets generated similar transaction volumes, each amounting to roughly €160
million. Despite increasing investor interest in the retail sector, only one retail transaction was completed,
while several others were postponed to Q1 2026, including the sale of a larger Park Center portfolio for
which the SPA was signed at the end of 2025.
The remaining transaction volumes comprised various vacant possessions, lands and development
sites. The largest from this category was the Ministry of Internal Affairs building by Eagle Hills.
Domestic capital continued to dominate investment activity; however, the market also saw the entry of
new international investors, increasing the share of foreign capital to 40%.
37
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Notable transactions included the sale of the Budapest Marriott Hotel by CPI to BDPST Group, the
disposal of the former Ministry of Internal Affairs building to Eagle Hills, HelloParks’ sale of two
warehouse units in HelloParks Páty to the ERSTE RE Fund, and the sale of BakerStreet 1 by Atenor.
As in previous years, domestic investors dominated, representing over 59% of acquisitions during the
period. However, the share of international investors is gradually increasing, and they are expected to
remain active through year-end, creating a healthy balance between local and international capital.
A key office transaction during the year was the sale of Bakerstreet 1-a 16,500 sqm core office asset
located in Buda South—acquired by a new international market entrant. Another major transaction was
Goldman Sachs’ disposal of Science Park in South Buda to Recorde Asset Management and Chapel
Hill Capital.
CA Immo completed the sale of two office buildings. The 32,000 sqm IP West office building, located in
South Buda, was acquired by BYD whereas Bartók Ház, located in Buda Central, was acquired by
DRFG, marking the Czech investor’s first commercial acquisition in Hungary.
The reported prime yields remained stable at 6.75% for offices (but CBD buildings can trade below) and
7.25% for shopping centres as of Q4 2024.
III. Romania
Sector
Prime yield
Investment volumes (€ M)
Office
7.75%
199
Retail (SC)
7.75%
190
The property investment volume in Romania totalled slightly over €500 million in 2025, 31% below than
in 2024.This downward trend largely reflected the postponement of several large-scale transactions into
2026.
The largest transaction completed during the year was the acquisition of the Equilibrium 1 office building
in Bucharest, acquired by Granit Asset Management from Skanska for €52 million. Another notable
transaction involved the sale of a portfolio of small retail parks comprising 7 assets across the country.
The portfolio was acquired by M Core from MAS REI.
International capital kept the upper hand in investment volume, with a share of 64% in 2025. The Office
segment attracted 40% of total volume, closely followed by retail, with 38%, while hotels accounted for
11%, and industrial for 9%.
Looking ahead, market sentiment is improving, with several major transactions currently in advanced
stages of negotiation and expected to close in the first half of 2026. As a result, investment volumes
could rebound significantly in 2026, supported by a growing pipeline of deals and improving alignment
between buyer and seller expectations.
Prime yields remained stable in Q4 2025 on a yearly basis for both the office and industrial sectors, at
7.75% and 8.00% respectively. In contrast, the shopping centre segment registered a slight
compression, with prime yields decreasing from 8.00% to 7.75% y-o-y.
Market liquidity is expected to improve throughout 2026, supported by the projected decline in inflation
and the anticipated downward adjustment of interest rates, which should create more favourable
financing conditions.
38
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
IV. Serbia
Sector
Prime yield
Investment volumes (€ M)
Office
7.75%
158
Retail (SC)
8.00%
41
Investment activity in the commercial real estate market in Belgrade during 2025 was characterized by
a diverse range of transactions across the office, retail, and hotel sectors. Based on available data, the
total recorded investment volume exceeded €221 million, confirming stable investor interest in high-
quality income-generating assets.
The office sector dominated investment activity, particularly during the first quarter of 2025. The most
significant transaction was the sale of the GTC X office building, completed for €52.2 million,
representing one of the largest office acquisitions in the observed period. Additionally, the sale of
Savograd (approximately 19,000 sqm GLA) was completed at a value of around €40 million, confirming
continued investor demand for stabilized office assets in Belgrade. The acquisition of the TLD Belgrade
office building, valued at approximately €30 million, further highlighted the attractiveness of the office
segment, particularly among domestic investors, as the transaction was executed by local capital.
Within the mixed-use and hospitality sector, a notable investment was realized through the acquisition
of the Danube & Falkensteiner complex, combining office and hotel functions. The transaction was
concluded at approximately €36 million, reflecting growing investor interest in mixed-use and hospitality
assets.
In the hotel segment, the sale of IN Hotel Belgrade was completed for approximately €22 million,
indicating continued investor confidence supported by strengthening tourism and business travel
activity.
The retail sector also recorded significant investment activity. The acquisition of Immo Outlet Center,
comprising approximately 8,400 sqm, was completed for around €20 million, while the transaction
involving Robne kuće Beograd was finalized at approximately €21 million. These investments
demonstrate stable investor interest in urban retail locations and established retail assets.
V. Croatia
Sector
Prime yield
Investment volumes (€ M)
Office
7.25%
65
Retail (SC)
8.00%
50
During 2025, the Croatian real estate investment market recorded a total transaction volume of
approximately €160 million, with domestic investors dominating the market and accounting for around
70% of the overall investment volume. Zagreb remained the key investment hub, generating
approximately 40% of the total transaction volume. Investment activity was diversified across the office,
retail, industrial, and hotel sectors.
In the office segment, MK Group completed the sale of the Sky Office Class A office building in western
Zagreb, with a total gross leasable area of 33,887 sqm, for approximately €49.5 million, with the Austrian
Best-in-Parking Group acting as the buyer. Additionally, the sale of Matrix Office Park – Building D in
Zagreb (10,500 sqm) was completed for approximately €15 million, confirming the continued liquidity of
prime office assets.
The industrial sector was marked by the sale of two warehouse properties in the Zagreb area, sold by
Martley Capital to domestic investors. The total transaction value amounted to approximately €16.5
39
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
million. The assets are leased to local and national tenants, confirming growing investor interest in
logistics real estate.
The retail sector recorded an investment volume of approximately €50 million, primarily driven by sale-
and-leaseback (SLB) transactions involving Super Konzum properties in Rijeka, Pula, and Zadar,
executed by the domestic alternative investment fund Inspire Investment. Over the past several years,
retail yields have remained relatively stable within the range of 7.75% to 8.00%, and are currently
estimated at approximately 8.00%
In the hotel segment, the Croatian company Rudan became the majority owner of Proficio, acquiring a
portfolio that includes Pine Beach Pakoštane camp and Heritage Hotel Angelo d’Oro in Rovinj, with a
total investment value of approximately €29 million.
Overall, the market in 2025 was characterized by a strong presence of domestic capital, stable activity
in the office segment, growing investor interest in logistics assets, and high liquidity within the retail
sector.
VI. Bulgaria
Sector
Prime yield
Investment volumes (€ M)
Office
7.75%
202.9
Retail (SC)
7.75%
50.8
Bulgaria’s commercial property investment market delivered a relatively strong year in 2025, with
quarterly flows building into year‑end. Aggregating the quarterly charted volumes, total 2025
transactional activity reached €293 million, 11% below 2024.
Offices led investment activity in the second half of 2025, with 45% of the total, followed by retail, with
31%, and hotels, with 18%.
One significant transaction in 2025 was the sale of Mall Plovdiv, located in the second-most populated
Bulgarian city, after Sofia. The 22,000 sqm GLA property was sold by Avestus Capital to TSH
Investment.
Domestic capital remained the dominant liquidity source in 2025, enabling swift execution on mid‑sized
single‑asset deals. In the second half of 2025, domestic capital accounted for 94% of investment
volume. Transactions remained mid‑ticket by regional standards (the H2 datapoint places average deal
size at €16.3 million), consistent with the domestic‑led profile of the market.
Prime yields closed 2025 unchanged across the core sectors, office at 7.75%, shopping centres at
7.75%, and Industrial at 8.00%. Both prime rents and yields remained stable compared to 2024.
Bulgaria’s recent transition to the Euro at the beginning of 2026 will bring increased confidence and
stability for the country’s real estate market, tempering speculative pressure while opening the market
to more balanced growth and renewed long‑term investment appeal.
VII. Germany
The German residential investment market in 2025 remained subdued overall, with activity highly
concentrated in the largest cities and selected growth regions, while smaller locations such as
Helmstedt, Kaiserslautern and Heidenheim continued to see low liquidity and limited institutional
interest. Transaction volumes in the living segment recovered modestly from the trough of 2023 but
stayed well below the peak years, as higher interest rates and tighter financing conditions kept many
investors cautious and focused on core product in liquid markets. Prime residential yields in the Top‑7
cities largely stabilised in a band of roughly mid‑3%, reflecting renewed competition for high‑quality,
centrally located assets, whereas secondary and peripheral markets traded at higher yields. In smaller
40
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
regional towns, most transactions involved local or opportunistic buyers, often at discounted pricing and
with longer marketing periods, underscoring the still challenging investment environment for non‑core
residential portfolios in 2025.
Source: This market commentary was prepared by Jones Lang LaSalle IP, Inc., iO Partners and GTC own analysis. All information contained
herein is from sources deemed reliable; however, no representation or warranty is made as to the accuracy thereof. Please note, that the
presented market commentaries are based on Q4 2025 data, adjusted as necessary based on data availability.
2. Selected financial data
The following tables present the Group’s selected historical financial data for the year ended 31
December 2025 and 31 December 2024. The historical financial data should be read in conjunction with
Item 3. Operating and financial review of this Report and the consolidated financial statements for the
year ended 31 December 2025 (including the notes thereto).
Selected financial data presented in PLN is translated from € presentation currency using appropriate
exchange rates outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates.
For the 12-month period ended 31 December
2025
2024
(in million)
€
PLN
€
PLN
Consolidated Income Statement
Revenues from operations
202.1
857.1
187.5
807.5
Cost of operations
(72.7)
(308.3)
(57.0)
(245.5)
Gross margin from operations
129.4
548.8
130.5
562.0
Selling expenses
(2.5)
(10.6)
(2.0)
(8.6)
Administration expenses
(37.1)
(157.3)
(18.0)
(77.5)
Loss from revaluation
(145.9)
(618.8)
(2.2)
(9.4)
Finance income/(cost), net
(86.5)
(366.8)
(40.1)
(172.7)
Net profit
(154,6)
(655,7)
53.0
228.3
Basic earnings per share (not in million)
(0,27)
(1,14)
0.09
0.38
Diluted earnings per share (not in million)
(0,27)
(1,14)
0.08
0.35
Weighted average number of issued ordinary
shares (not in million)
574,255,122
574,255,122
574,255,122
574,255,122
Consolidated Cash Flow Statement
Net cash from operating activities
75.7
321.0
98.0
422.0
Net cash used in investing activities
(221.9)
(941.1)
(234.5)
(1,009.9)
Net cash from/(used in) financing activities
199.1
844.4
130.0
561.1
Cash and cash equivalents at the end of the
period
107.2
453.1
55.2
235.9
41
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
As of 31 December
2025
2024
€
PLN
€
PLN
Consolidated statement of financial position
Investment property (commercial completed and
under construction)
1,988.7
8,405.6
2,063.1
8,815.7
Residential Investment property (completed and
under construction)
477.4
2,017.8
466.3
1,992.4
Investment property Landbank
94.5
399.4
111.4
476.0
Right of use (investment property)
34.5
145.8
33.8
144.5
Residential landbank
27.9
117.9
35.8
153.0
Assets held for sale
19.6
82.8
157.2
671.7
Cash and cash equivalents
107.2
453.1
53.4
228.2
Blocked deposits
290.3
1,227.0
42.3
180.8
Non-current financial assets measured at fair
value through profit or loss
156.3
660.6
154.7
661.0
Others
71.7
303.1
105.6
451.2
Total assets
3,268.1
13,813.3
3,223.6
13,774.4
Non-current liabilities
1,248.0
5,274.9
1,656.1
7,076.6
Current liabilities
985.7
4,166.3
391.2
1,671.5
Total Equity
1,034.4
4,372.1
1,176.3
5,026.3
Share capital
12.9
54.5
12.9
55.1
3. Operating and financial review
3.1 General factors affecting operating and financial results
GENERAL FACTORS AFFECTING OPERATING AND FINANCIAL RESULTS
Management board believes that the following factors and important market trends have significantly
affected the Group’s results of operations since the end of the period covered by the latest published
audited financial statements, and the Group expects that such factors and trends will continue to have
a significant impact on the Group’s results from operations in the future.
The key factors affecting the Group’s financial and operating results are pointed below:
• the economic performance in Europe which has an impact on the general economic
environment in the countries where the Group operates;
• availability and cost of financing;
• impact of the supply and demand on the real estate market in Germany and CEE and SEE
region;
• impact of inflation on the interest rate and monetary policy, that has an impact on valuation
yields in the real estate market;
• impact of interest rate movements on valuation yields as well as on the running cost of
funding, including the impact of hedging policy in the near to mid-term;
• impact of foreign exchange rate movements (the vast majority of the Group’s lease
agreements are concluded in Euro and include a clause that provides for the full indexation
of the rent linked to the European Index of Consumer Prices, bonds issued in other
currencies than Euro were hedged against foreign exchange rate movements using cross
currency SWAPs).
42
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
3.2 Specific factors affecting financial and operating results
REPAYMENT OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES TO BANK LOAN
AGREEMENTS
During the year ended 31 December 2025 the following factors affected financial and operating results:
● new loan in the amount of €190 was granted by certain affiliates of The Baupost Group, L.L.C.
and Diameter Capital Partners LP for acquisition of German residential portfolio in late 2024
which together with the assumption of existing senior bank loans for German portfolio in the
value of €185.4 towards the end of last year has significantly increased the debt of the Group
and drove a significant increase in net finance costs during 2025
● In October 2025 GTC Finance DAC successfully priced €455 senior secured notes due October
2030 at a 6.5% coupon. Net proceeds of €429 (after certain fees and expenses) were placed in
escrow account pledged to the new bondholders and earmarked for the repayment of the
outstanding SUNs. As part of the refinancing process, GTC Magyarország Zrt. (“GTC Hungary”)
conducted a tender offer for the SUNs, resulting in the repurchase of €195 in aggregate
principal, financed by a loan from GTC Finance DAC. The total amount payable for all SUNs
accepted for purchase was €192. Following the tender, €299 SUNs remained outstanding at
year-end, while €237 of cash remained on the GTC Finance DAC escrow account and included
in the Group balance sheet in the line blocked deposits in current assets.
● The final repayment date of Galeria Jurajska loan was extended by 5 years from 24 February
2025.
● A new loan of €84 was drawn down and secured on Galeria Północna shopping mall.
TRANSACTIONS
During the year ended 31 December 2025 the following factors affected financial and operating results:
● acquisition (on 31 December 2024) of German residential portfolio consisting of 5.2 thousand
residential units with 325 thousand sqm residential space for €209 (€167 in cash and the
Participating Notes with a total nominal value of approximately €42) which impacted the Group’s
operating result and net finance costs due to its funding structure;
● sale of GTC Seven Gardens d.o.o., the owner of office building Matrix C for €13 (equal to the
net proceeds from the transaction). GTC Seven Gardens d.o.o was sold together with its bank
loan obligation (€14). In January 2025, the first instalment of €10.0 was received by Company.
● sale of land plot in Warsaw (Wilanów district), for €55.0;
● sale of the entire share capital of Serbian subsidiary Glamp d.o.o. Beograd (project GTC X) for
€22.7 (net of cash and deposits in sold entity);
● exercise of an option against LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. to
purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L.
in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern
III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio
Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and
Portfolio Helmstedt GmbH. On 15 July 2025, the final settlement of the Call Option Agreement
was completed. The Group finalised the acquisition of all shares held by LFH Portfolio Acquico
S.À R.L. and ZNL Investment S.À R.L.
● Other sales of landplots and smaller completed office buildings
43
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
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 (€ 27.9) for 2024 in the Company.
3.3 Presentation of differences between achieved financial results and published
forecasts
The Group did not publish forecasts for 2025.
3.4 Statement of financial position
ASSETS
Total assets increased by €44.5 (1%) to €3,268.1 as of 31 December 2025 from €3,223.6 as of 31
December 2024, mainly as a result of increase in short-term blocked deposits from the issuance of
senior secured notes by GTC Finance DAC which was offset by the sale of GTC X office building in
Belgrade, land plot in Warsaw Wilanów district and sales of other assets combined with loss from
revaluation of assets.
The value of investment property decreased by €100.0 (4%) to €2,574.6 as of 31 December 2025 from
€2,674.6 as of 31 December 2024, mainly due to the sale of GTC Future office building and landbank
in Hungary and reclassification of Artico office building in Warsaw to assets held for sale; as well as a
loss from the revaluation of the assets, partially offset by investment in development of assets under
construction and capex and fit-out in completed properties.
The value of assets held for sale decreased by €137.6 (88%) to €19.6 as of 31 December 2025 from
€157.2 as of 31 December 2024, mainly due to the finalization of sale of Wilanów and GTC Satellite
land plots and GTC X partially offset by reclassification of Artico office building assets held for sale.
The value of non-current financial assets increased by €1.6 (1%) to €156.3 as of 31 December 2025
from €154.7 as of 31 December 2024, mainly due increased valuation of Kildare data center project
which was offset by the disposal of MBH bonds and NAP shares.
The value of derivatives decreased by €5.3 (88%) to €0.7 as of 31 December 2025 from €6.0 as of 31
December 2024, mainly due to utilization of derivatives due to repayment of interest in the period.
The value of cash and cash equivalents increased by €53.8 (101%) to €107.2 as of 31 December 2025
from €53.4 as of 31 December 2024. During the period GTC Group generated €75.7 net cash from
operating activities, spent €221.9 on investing activities and generated €199.1 from financing activities.
The value of short- and long-term blocked deposits increased by €248.0 (586%) to €290.3 as of 31
December 2025 from €42.3 as of 31 December 2024. The main reason for this increase was a
consolidation of remaining funds from the new €455 senior secured notes raised by GTC Finance DAC,
which after the repurchase of €195 in aggregate principal of senior unsecured notes issued by GTC
Aurora, remained on the GTC Finance DAC escrow account at the balance sheet date until the full
repayment of GTC Aurora bonds on 25 March 2026.
LIABILITIES
The value of loans and bonds increased by €304.6 to €1,914.2 as of 31 December 2025, as compared
to €1,609.6 as of 31 December 2024 due to a number of factors. The balance was increased as a result
of the addition of €455 new senior secured notes issued by GTC Finance DAC, a new loan drawn down
on Galeria Północna of €84. This was offset by repurchase of €195 in aggregate principal of senior
unsecured notes issued by GTC Aurora. The long-term debt decreased by €364.4 as of 31 December
44
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
2025 mainly due to reclassification of remaining €299 unsecured senior Euro bonds issued by GTC
Aurora, as well as reclassification of loans related to projects in Poland, Hungary and Germany to short-
term. As of 31 December 2025 the value of short-term borrowing was €889.0, up from €220.0 as at 31
December 2024.
The value of liabilities related to assets held for sale decreased by €69.2 to nil as of 31 December 2025
as compared to €69.2 as of 31 December 2024, mainly due to finalization of sale of assets held for sale.
The value of derivatives decreased by €15.9 (43%) to €21.3 as of 31 December 2025 from €37.2 as of
31 December 2024, mainly due to change in fair value of cross-currency interest rate swaps on the
Hungarian bonds due to depreciation of local currency.
EQUITY
The value of equity decreased by €141.9 (12%) to €1,034.4as of 31 December 2025 from €1,176.3 as
of 31 December 2024 mainly due a loss from the period of €155.0, which was partly offset by a decrease
in the value of capital reserve by €11.7 and a decrease in the value of hedge reserve by €2.2.
The value of capital reserve decreased by €11.7 to €60.6 as of 31 December 2025 from €72.3 as of 31
December 2024 primarily due to the correction of valuation arising from the German portfolio transaction.
3.5 Consolidated income statement
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €14.6 (8%) to €202.1 in the year ended 31 December 2025,
compared to €187.5 in the year ended 31 December 2024.
The Group recognized an increase in rental revenues following the purchase of residential portfolio in
Germany (€23.5 impact in 2025) which was offset by a decrease in rental revenues following the sale
of GTC X in Belgrade and Matrix C in Zagreb (€5.2), decline of rental revenue in Poland (€2.1 mainly in
Pixel) and in Hungary (€1.7 mainly in Univerzum).
COST OF RENTAL ACTIVITY
Service costs increased by €15.7 (28%) to €72.7 in the year ended 31 December 2025, as compared
to €57.0 in the year ended 31 December 2024. The Group recognized an increase in service costs
mainly from purchase of residential portfolio in Germany (€10) and the increase in service cost in CEE
regions combined with inflation.
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations remained nearly unchanged YoY at €129.4 in the year ended 31
December 2025, as compared to €130.5 in the year ended 31 December 2024, as the increase in rental
and service revenues from the German portfolio acquisition was nearly entirely consumed by declines
in gross margin from sold office buildings GTC X and Matrix C, declines in rental revenues in Poland
and Hungary, as well as an increase in the service charge cost due to inflation.
The gross margin on rental activities declined to 64% in the year ended 31 December 2025 from 70%
in the year ended 31 December 2024.
ADMINISTRATION EXPENSES
Administration expenses increased by €19.1 (106%) to €37.1 in the year ended 31 December 2025,
from €18.0 in the year ended 31 December 2024, mainly due to recognition of administration cost related
to new residential portfolio in Germany (remuneration, consultancy, legal and other costs).In addition
during the fourth quarter 2025, the group recognized in this line €4.2 non-cash impairment on its UK
subsidiary office. In addition, the company recognized legal, severance and other consultancy costs.
45
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Overall, the Group considers €14.6 in total administration expenses in the period to be non-recurring in
nature, as compared to €1.4 in non-recurring administration expenses in the prior year.
PROFIT/(LOSS) FROM THE REVALUATION
Net loss from the revaluation of the assets amounted to €145.9 in the year ended 31 December 2025,
compared to a net loss of €2.2 in the year ended 31 December 2024. Net loss from the revaluation was
mainly due to the impairment of investment property in Hungary (€78), and Poland (€53); as well as the
final settlement of the option to acquire certain shares in Germany Portfolio which caused increase of
capital reserve and loss recognition (€11). This was partly offset by revaluation gains on Kildare notes
(€15m) and investment property in Serbia (€4m, mainly Napred landplot).
OTHER INCOME AND EXPENSES, NET
Other expenses net of other income increased significantly by €11.0 to €16.7 in the year ended 31
December 2025, as compared to €5.7 in the year ended 31 December 2024. The increase was related
to a number of large one-off items. Overall, the Group considers €12.6 in total other expenses in the
period to be non-recurring in nature, as compared to €0.6 in non-recurring other expenses in the prior
year.
FINANCE COST, NET
Finance cost, net increased by €46.4 (116%) to €86.5 in the year ended 31 December 2025 as
compared to €40.1 in the year ended 31 December 2024. The increase was mainly due to an increase
in total debt cost resulting from new loans signed and drawn down during 2024 to fund the German
portfolio acquisition as well as new funding drawn on Galeria Północna, and refinancing of new loans
including Galeria Jurajska on somewhat higher rates and also the cost of new secured Eurobonds in
parallel with old unsecured Eurobonds. In 2025 finance costs also included €6.6 non-cash write-off of
Grid Parity Bonds from non-current financial assets. Weighted average interest rate (including hedges)
increased to 4.56% as of 31 December 2025, from 3.45% as of 31 December 2024.
RESULT BEFORE TAX
Loss before tax amounted to €160.0 in the year ended 31 December 2025, compared to a profit before
tax of €61.9 in the year ended 31 December 2024. Loss before tax in the year ended 31 December 2025
includes loss from revaluation in the amount of €152.6 and financial cost, net in the amount of €79.8.
TAXATION
Tax income amounted to €5.4 for the year ended 31 December 2025, compared to €8.9 income tax
expense in the year ended 31 December 2024. The tax included current tax expense amounting to €9.0
compared to €6.5 in year 2024 and deferred tax income amounting to €14.4 compared to €2.4 deferred
tax expense in year 2024. The reason for the deferred tax income in 2025 are resulting mainly from
deferred tax asset on revaluation losses during the year.
NET RESULT
Net loss was €154.6 in the year ended 31 December 2025, compared to a net profit of €53.0 in year
ended 31 December 2024. The difference comes mainly from the loss from revaluation, higher net
finance costs, as well as higher admin and net other costs, with broadly stable YoY gross margin
performance.
46
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
SECTOR ANALYSIS OF RENTAL INCOME, GROSS MARGIN AND REAL ESTATE VALUE
Detailed description of segmental analysis of investment properties, residential landbank, assets held
for sale and value of buildings (including right of use is presented under Note 14 to the consolidated
financial statements for the year ended 2025.
The chart presents rental income from completed
properties by sector in the year ended 31
December 2025. As the residential sector in
Germany was consolidated for the whole year in
2025, it currently constitutes 12% of total income.
Office sector represents 52% of total income whilst
retail sector represents 36% of total income.
The chart presents gross margin from
operations by country in the year ended 31
December 2025: 33% Poland, 28% Hungary,
11% Sofia, 9% Germany, 7% Bucharest, 6%
Belgrade and 6% Zagreb. As compared to year
2024 the structure changed by addition of
Germany which was consolidated for the first
time full-year in 2025.
The chart below presents real estate value share by country in the year ended 31 December 2025:
29% Poland, 28% Budapest, 18% Germany, 8% Sofia, 7% Bucharest, 5% Belgrade, 4% Zagreb, and
1% other. There were no significant changes as compared to the structure in the year 2024.
3.6 Consolidated cash flow statement
Net cash flow from operating activities was €75.7 in year ended 31 December 2025 as compared to
€98.0 in the year ended 31 December 2024. The decrease is driven largely by higher admin and other
costs, which drove a decline of operating cash flow before working capital changes by €18.9 YoY, with
gross margin from operations largely unchanged YoY. In addition, a further €1.4 decline is attributable
to working capital movements mainly a decrease in trade and other payables, and €1.2 higher income
taxes paid in the period.
Poland
29%
Belgrade
5%
Hungary
28%
Bucharest
7%
Zagreb
4%
Sofia
8%
Germany
18%
Other
1%
Office
sector
52%
Retail
sector
36%
Residential
sector
12%
Poland
33%
Hungary
28%
Sofia
11%
Belgrade
6%
Bucharest
7%
Zagreb
6%
Germany
9%
47
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Net cash flow used in investing activities amounted to €221.9 outflow in the year ended 31 December
2025 compared to €234.5 cash outflow used in investing activities in the year ended 31 December 2024.
The main item impacting the investing cashflow was €432.3 outflow due to the increase in short term
deposits designated for bonds refinancing compensated somewhat by €195.4 decrease in short term
deposits designated for bonds refinancing representing the deposit amount used for the SUNs tender.
The investing cash flow included receipts from the sale of landbank and buildings, including land plots
in Wilanów, GTC Satellite (Warsaw), GTC Moderna (Katowice), GTC Future (land and a small office
building in Budapest), buildings: Matrix C and D in Croatia, GTC X in Belgrade, shares in NAP, for a
total amount of €135.9, which was offset by expenditure on investment property of €74.6, settlement of
the option with LFH for €47.3, and €44.0 outflow to fund a deposit set aside to repay bonds outstanding
by GTC Aurora.
Net cash inflow generated from financing activities amounted to €199.1 in the year ended 31 December
2025, compared to €130.0 of cash inflow raised from financing activities in the year ended 31 December
2024. The key financing cash flow item represents €432.3 inflow from new bonds issuance offset by
€218.5 repayment of long-term borrowings reflecting the tender of GTC Aurora old bonds in 2025 with
the remainder set aside for repayment of the bonds maturing in 2026. Financing cash flow also includes
€84.0 receipt of proceeds from new loan granted to Centrum Światowida and €63.8 interest paid and
other financing fees in the period. In addition, €23.0 of loan origination costs were booked during the
year which mostly covers the issuance costs of the bonds, including the OID discount and the structuring
fee.
Cash and cash equivalents as of 31 December 2025 amounted to €107.2 compared to €55.2 as of 31
December 2024.
3.7 Alternative performance measures
The Group presents the alternative performance measures such as Adjusted EBITDA and Funds From
Operations (“FFO” or “FFO I”) because the Group’s management believes that they assist investors and
analysts in comparing the Group’s financial performance and cash generation across reporting periods.
The Group considers Adjusted EBITDA to be a helpful metric for evaluating the Group’s financial
performance as it facilitates comparisons of the Group’s core operating results from period to period by
removing the impact of, among other things, revaluation gains and losses, the impact of financial
leverage and associated net finance costs on the Group’s net result, as well as any other non-recurring
items.
Furthermore, Adjusted EBITDA is used to calculate another alternative performance measure called
Fund From Operations (“FFO” or “FFO I”) which is useful in evaluating the Group’s cash generation
potential after taking into consideration the net interest paid and net taxed paid.
The alternative performance measures are not accounting measures within the scope of IFRS and may
not be permitted to appear on the face of Financial Statements or footnotes thereto. These alternative
performance measures may not be comparable to similarly titled measures of other companies due to
different definition and their calculation. Neither the assumptions underlying the alternative performance
measures have been audited in accordance with IFRS or any generally accepted accounting standards.
In evaluating the alternative performance measures, investors should carefully consider the
consolidated Financial Statements of the Group.
ADJUSTED EBITDA
In the current reporting period the Group changed the definition of Adjusted EBITDA mainly to include
any item classified as an extraordinary, unusual or a non-recurring gain, loss or charge that are not
directly related to core operations of the Group. The full revised definition is included in the “Terms and
abbreviations” section below.
48
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Adjusted EBITDA decreased by €6.1 (6%) to €102.1 in the year ended 31 December 2025, as compared
to €108.2 in the year ended 31 December 2024. The decline comes mainly from higher administration
expenses which after taking into account the elimination of adjustments listed in the table below,
increased by €5.9 (36%) to €22.5 in the year ended 31 December 2025, as compared to €16.6 in the
year ended 31 December 2024.
The following table presents a reconciliation between reported and Adjusted EBITDA for the periods
under review and for the comparable period a year before:
FY 2025
FY 2024
Change
% YoY
Reconciliation of Adjusted EBITDA
(in million)
Total
of which
admin
expenses
of which
other
expenses
Total
of which
admin
expenses
of which
other
expenses
EBITDA
75.0
106.2
(29.4%)
EBITDA adjustments:
UK office impairment and costs
4.7
4.7
1.4
1.4
Severance payments
2.1
2.1
New bonds advisory costs
3.5
3.5
Non-recoverable VAT
5.3
5.3
0.6
0.6
GTC Paula non-recurring expenses
7.5
4.2
3.3
Other non-recurring expenses
4.2
3.7
0.5
Total non-recurring expenses
27.1
14.6
12.6
2.0
1.4
0.6
Adjusted EBITDA
102.1
108.2
(5.6%)
In order to facilitate period to period comparison between the individual quarters of the year ended 31
December 2025, the Group has provided the following table with revised Adjusted EBITDA alternative
performance measure calculations:
Reconciliation of Adjusted EBITDA (in million)
1Q 25
2Q 25
3Q 25
4Q 25
EBITDA
26.5
27.3
23.3
(2.1)
EBITDA adjustments:
UK office impairment and costs
0.1
0.1
0.1
4.3
Severance payments
2.1
New bonds advisory costs
3.5
Non-recoverable VAT
1.0
4.3
GTC Paula non-recurring expenses
0.6
0.6
0.6
5.6
Other non-recurring expenses
0.8
0.8
0.6
2.0
Total non-recurring expenses
1.5
1.5
2.3
21.8
Adjusted EBITDA
28.0
28.8
25.6
19.7
Funds From Operations (“FFO” or “FFO I”)
In the current reporting period the Group changed the definition of Funds From Operations (“FFO” or
“FFO I”) mainly to link FFO definition with revised Adjusted EBITDA definition net of net interest paid
and net tax paid in the period. The full revised definition is included in the “Terms and abbreviations”
section below.
49
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
FFO decreased by €34.9 (51%) to €33.1 in the year ended 31 December 2025, as compared to €68.0
in the year ended 31 December 2024. The decline comes mainly from higher net interest paid, which
increased by €27.6 (85%) to €59.9 in the year ended 31 December 2025, as compared to €32.3 in the
year ended 31 December 2024 and to a lower extent from the decline in the Adjusted EBITDA described
above.
In order to facilitate period to period comparison between the individual quarters of the year ended 31
December 2025, the Group has provided the following table with revised FFO alternative performance
measure calculations based on Adjusted EBITDA for the period under review as well as comparable
quarters of the year ended 31 December 2025 as well as a full year ended 31 December 2024.
Calculation of Funds From
Operations (“FFO”)
(in million)
FY 2025
9M 25
1H 25
1Q 25
FY 2024
Adjusted EBITDA
102.1
82.5
56.8
28.0
108.2
Interest (paid)/received net
(59.9)
(49.3)
(34.5)
(10.5)
(32.3)
Tax paid
(9.1)
(8.6)
(6.1)
(4.4)
(7.9)
FFO
33.1
24.6
16.2
13.1
68.0
3.8 Future liquidity and capital resources and availability of financing
As of 31 December 2025, the Group believes that its cash balances, cash released from disposal of
properties, cash generated from renting out of its investment properties, and cash available under its
existing and future loan facilities will be sufficient to fund its short term needs.
The Group manages its liabilities efficiently and is constantly reviewing its funding plans related to (i)
developments and acquisitions of new properties, (ii) debt refinancing and service of its existing assets
portfolio, and (iii) CAPEX in its existing properties. Any cash needs are covered from operating income,
new debt and sale of operating assets or landbank.
As of 31 December 2025, the Group’s non-current liabilities amounted to €1,248.0 compared to €1,656.1
as of 31 December 2024.
The Group’s total debt from long and short-term loans and borrowings as of 31 December 2025,
amounted to €1,914.2, as compared to €1,609.6 as of 31 December 2024.
The Group’s net loan-to-value ratio amounted to 57.0% as of 31 December 2025 as compared to 52.7%
as of 31 December 2024 mainly due to impairment on investment property largely in Hungary and
Poland.
The interest cover as at 31 December 2025 was 2.03.
AVAILABILITY OF FINANCING
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 € 515.5. It was mainly a result of presentation of € 303.7 Senior
50
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Unsecured Notes (“SUNs”) issued by GTC Aurora Luxembourg S.A. and bank loans in German entities
(€ 137.0), Hungarian entities (€ 124.0), Polish entities (€ 85.7) and Croatian entity (€ 42.5) as current
liabilities.
Moreover, as of 31 December 2025 debt of € 190 in GTC Paula SARL was presented as current liability
due to the events of default following certain breaches of facility agreement. In February 2026 event of
default was waived by the financing party.
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 € 455.0, with a maturity date in October 2030 (see more details in
note 9 consolidated financial statements).
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 € 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 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. The main risks connected with the Group’s financial instruments are interest risk,
liquidity risk, foreign currency risk and credit risk.
Detailed description of financial instruments and risk management is presented under Note 35 to the
consolidated financial statements for the year 2025.
4. Information on loans granted with a particular emphasis on related entities
As of 31 December 2025, the Group does not have any long-term loans granted to its associates or
joint ventures.
The Company provides asset management services to its subsidiaries. Transactions with related parties
are concluded on market terms. Loans granted and received from subsidiaries are subject to interest
using the reference interest rate (WIBOR or EURIBOR) increased by a margin (between 2.75% and
4.25%). Long-term loans granted by the Company to subsidiaries and paid in 2025 amounted to €183.1.
These loans were granted in the following currencies: Euro in the amount of €182.9, Polish zloty in the
amount of PLN 0.565 (€0.135) and dollars in the amount of USD 0.016 (€0.015). The maturities of these
loans are until 2030.
51
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
5. Information on granted and received guarantees with a particular emphasis on
guarantees granted to related entities
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 Party (as defined in the Facilities Agreement
1
) 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.
6. Description of the use of proceeds from the issuance of senior secured notes by
GTC Finance DAC up to the date of preparation of the management report
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 senior unsecured notes
(“SUNs”) due in June 2026, which were issued by GTC Aurora Luxembourg S.A. 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.
1
as of the date of the Facilities Agreement: 1. GTC Paula SARL, 2. GTC SA, 3. GTC Holding SARL, 4. GTC Origine Investments Ingatlanfejlesztő
Zártkörűen Működő Részvénytársaság, 5. Portfolio Heidenheim I November, 6. Portfolio Helmstedt November, 7. Portfolio K'lautern I November, 8.
Portfolio K'lautern II November, 9. Portfolio K'lautern III November, 10. Portfolio K'lautern IV November (Sic!), 11. Portfolio K'lautern VII November,
12. Portfolio KL Betzenberg IV November, 13. Portfolio KL Betzenberg V November, 14. GTC UNIVERZUM, 15. GTC KOMPAKTLAND, 16. GTC
ADA
52
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
7. Off balance sheet assets and liabilities
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 € 25.1 (€ 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 € 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.
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.
8. Major investments, local and foreign (securities, financial instruments, intangible
assets, real estate), including capital investments outside the Group and its
financing method
As of 31 December 2025, the Group held non-current financial assets measured at fair value through
profit or loss with a total value of €156.3. The details of those assets are provided in Item 1.7.3 non-
current financial assets.
9. Remuneration policy and human resources management
9.1 Remuneration policy
The Remuneration Policy of the Company was adopted on 14 June 2022. The Remuneration Policy
governs the remuneration of the management and supervisory board members.
REMUNERATION OF THE MANAGEMENT BOARD
In accordance with the Remuneration Policy, the remuneration of the members of the management
board is determined by the supervisory board and is set at a level appropriate to the roles assigned to
individual persons and related responsibilities and takes into account the performance of any additional
functions, qualifications and professional experience, the current market and economic situation, as well
as the Company’s financial and operational situation and needs.
Members of the management board are entitled to the following components of remuneration: (i) fixed
remuneration; (ii) variable remuneration and related payouts; (iii) Phantom shares or other incentive
programs either based on the Company’s shares or the movement of prices of these shares to be
established in the future by the general meeting or the supervisory board; (iv) compensation for
53
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
compliance with the non-compete clause; and (v) a severance payment related to the termination of the
legal relationship with the Company.
With respect to the variable components of remuneration, as defined in the Remuneration Policy, it is
designed to be motivational and to reward the members of the management board for fulfilling their
roles, discharging their responsibilities and delivering superior results. Variable remuneration targets
and the related payouts reflect a range of expected levels of performance. Members of the management
board may be entitled to Annual Performance Bonus if they achieve the minimum level of the set targets
in the given financial year. The Annual Performance Bonus should amount to a particular percentage or
part of the maximum bonus amount, as specified in the contract with a particular member of the
management board, depending on the level of achievement of the set targets. The Annual Performance
Bonus awarded to members of the management board is determined by the supervisory board.
The Annual Performance Bonus is paid after the approval of the annual financial statements by the
supervisory board of the Company.
The Company determines the remuneration system so that the total share of the variable remuneration
is between 30% (thirty per cent) and 300% (three hundred per cent) of the annual fixed remuneration
for a particular member of the management board. The value of the Phantom Share Programme is not
taken into account in the calculation of the above proportion between the fixed and variable parts of the
remuneration.
Moreover, the management board members may receive and have received in 2025 additional benefits,
such as: (i) private medical care; and (ii) the use of company cars, company telephones and other
electronic devices for private purposes and the covering of their costs.
The members of the management board may also receive compensation for compliance with the non-
compete clause following the end of an engagement; however, the Company has exercised its right to
withdraw from such non-compete obligations and such compensation has not been paid to the former
members of the management board.
During the 2025 financial year, and in line with the Company’s approved Policy regarding the
remuneration of the management board members, management board members received a base fixed
remuneration as well as variable elements of the remuneration in accordance with the relevant contract
concluded with the Company or other entity from the Company’s capital group. Three management
board members joined the 3-year Phantom Shares program during the year. The establishment of a link
between the management board member's remuneration in a form of Phantom Shares and the increase
in the Company's share prices aligns such members’ personal interest with the interests of the
shareholders. The implementation of the Company’s strategy and commitment to long-term interests
should have a positive impact on the Company’s share prices, which in turn should translate into higher
remuneration of the management board members. In addition, it also increases the motivation of
management board members and facilitates in the Company retaining them and, as such, contributes
to the stability of the Company.
REMUNERATION OF THE SUPERVISORY BOARD
Members of the supervisory board are entitled to monthly fixed remuneration for performing their
functions, or if performing additional functions in a separate committee(s), they are entitled to additional
monthly fixed remuneration. In addition the annual general meeting of shareholders held on 24 June
2025 approved an additional remuneration for a member of the Supervisory Board for being delegated
to perform specific supervisory duties independently. The amount of remuneration is determined by the
general meeting, whereby during the 2025 financial year Supervisory Board members received an
additional PLN 2,000 gross per month for sitting on any of the committees, PLN 1,000 gross per month
for chairing any of the committees, and PLN 15,000 gross per month for being delegated to perform
specific supervisory duties independently. There are no performance-based variable components of
remuneration or financial or non-financial benefits awarded to members of the supervisory board.
In 2025, there were changes in the composition of the supervisory board. The remuneration paid to the
supervisory board members was granted and paid in compliance with the Remuneration Policy as the
supervisory board members were granted fixed remuneration for holding a position on the board and,
in some cases, additional remuneration for performing additional functions in a separate committee(s)
of the supervisory board or for being delegated to perform specific supervisory duties independently.
The remuneration of supervisory board is approved by general meeting of shareholders.
54
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
9.2 Incentive system
The Company has a remuneration and incentive system that consists of a bonus for meeting specific
goals or objectives set by the management board or supervisory board (as the case may be) or achieving
special achievements. The Company’s management board members, certain key managers are also
incentivized by participation in Phantom Shares program, according to which a certain number of
phantom shares is vested to the employee once a year.
The Phantom Shares grant to the entitled persons a right for a settlement from the Group in the amount
equal to the difference between the average closing price for the Company’s shares on the Warsaw
Stock Exchange during the 30-day period prior to the date of delivery to the Company of the exercise
notice, and settlement price (“strike”) amount per share (adjustable for dividend). The Phantom Shares
are not securities convertible or exchangeable into shares in the Company, in particular, they are not
options on such shares. The Phantom Shares are merely a means of calculation of deferred variable
compensation of the entitled persons, which depends on the future market price of the shares on the
regulated market.
The company uses binomial model to evaluate the fair value of the phantom shares. The input data
includes the date of valuation, strike price, and expiry date.
9.2.1 Phantom Shares program control system
Granting Phantom Shares to members of the management board and setting their condition is reviewed
and approved by the Remuneration Committee and the supervisory board and is in accordance with the
Remuneration Policy. Remuneration to other key personnel is set by the management board.
9.3 Agreements concluded between GTC and management board members
In 2024 the Company has concluded agreements with its members of the board, providing for their basic
compensation, performance-related bonus, severance payment in the case of their dismissal. The
management board members may be entitled to participation in the Phantom Share program
Furthermore, the agreements contain a non-competition clause and confidentiality clause. During the
financial year ended 31 December 2025 three management board members joined 3-year Phantom
Shares program and as at 31 December 2025 their programs were still in force.
9.4 Evaluation of the remuneration policy for the realization of its objectives
The remuneration policy is consistent with the shareholders' target to have a long-term increase in
shareholder value. Furthermore, it aims to provide stability in managing the Company and carrying out
its policies by attracting and retaining highly skilled employees across the organization and operation
countries of the Company. Such goals guarantee motivation for quality work and the good attitude of
employees, stable financial results, in the long run, sound and effective risk management, supporting
the implementation of the business strategy, and the reduction of conflict of interest.
55
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
9.5 Remuneration of the members of the management board and supervisory board
MANAGEMENT BOARD
The following table presents the remuneration of the members of the management board as of 31
December 2025 for the 12 months ended 31 December 2025:
Name
Periods
Fixed
remuneration¹ (€)
(not in million)
Variable
remuneration¹ (€)
(not in million)
Vested Phantom
Shares
(not in million)
Antal Botond Rencz
Since 11 August
2025
Appointed as CO on
27 October 2025
129 119
-
-
Mihaly Orszag
From 2 September
2025
95 765
-
-
Jacek Bagiński
From 8 September
2025
106 064
-
-
Sebastian Junghanel
From 2 September
2025
117 137
-
-
Balazs Gosztonyi
Until 8 September
2025
260 646
182 973
-
Małgorzata Czaplicka
From 28 May to 27
October 2025.
202 218
1 073 757
-
Gyula Nagy
Until 28 May 2025.
131 110
350 000
-
Zsolt Farkas
Until 7 August 2025
141 631
-
-
¹ Remuneration (or fees to entities in which the holder is key personnel) consists of payment for 2025. Fixed remuneration
includes fringe benefits.
SUPERVISORY BOARD
The following table presents the remuneration of the members of the supervisory board as of 31
December 2025 for the 12 months ended 31 December 2025:
Name
Periods
Remuneration
(€)
(not in million)
János Péter Bartha
Until 10 September 2025
39 144
Csaba Cservenák
Until 22 April 2025
9 156
Ferenc Daróczi
Since 22 April 2025
28 198
Lóránt Dudás
Until 5 January 2025
548
Csaba Ember
From 12 December 2025
1 582
Magdalena Frąckowiak
1 January - 31 December 2025
61 129
László Gut
1 January - 31 December 2025
40 748
Istvan Hegedus
From 17 April 2025
20 764
Dominik Januszewski
1 January - 31 December 2025
36 769
Artur Kozieja
1 January - 31 December 2025
40 748
56
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Zoltan Martonyi
From 10 July 2025
35 975
Ferenc Minarik
From 17 April 2025
20 764
Marcin Murawski
1 January - 31 December 2025
42 533
Dr. Tamás Sándor
Until 22 April 2025
12 677
Bálint Szécsényi
Until 18 March 2025
6 329
Sarolta Varszegi
From 15 July 2025
16 134
9.6 Number of employees
As of 31 December 2025 and 2024, the number of full time equivalent working employees in the
Group companies was 246 and 242, respectively.
9.7 Training policy
The Company offers its employees various forms to raise professional qualifications. The key strategic
training and workshops are conducted by external companies. Such training opportunities focus mainly
on market and product knowledge, marketing, processes, and IT applications competencies, asset
management, legal, tax, and accounting. The Company believes that such training is increasing the
employee’s commitment to the performance of business tasks, improving his/her skills, and maintaining
high customer service quality.
9.8 Information on any liabilities arising from pension and similar benefits for former
members of the management board and the supervisory board
There are no liabilities arising from pension and similar benefits for former members of the management
board and the supervisory board.
10. Shares in GTC held by members of the management board and the supervisory
board
SHARES HELD BY MEMBERS OF THE MANAGEMENT BOARD
The following table presents shares owned directly or indirectly by members of the Company’s
management board and supervisory board of the date of publication of this annual report, and changes
in their holdings since the date of publication of the Group’s last financial report (quarterly report for the
three and nine-month periods ended 30 September 2025) on 1 Decembver 2025.
57
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The information included in the table below is based on information received from members of the
management board and supervisory board.
Balance as of
29 April 2026
(not in million)
The nominal value of
shares in PLN
(not in million)
Change since
1 December 2025
(not in million)
Management board members
Botond Rencz
0
0
No change
Jacek Bagiński
0
0
No change
Sebastian Junghänel
0
0
No change
Mihály Ország
0
0
No change
Total Management board members
0
0
Supervisory board members
Zoltán Martonyi
0
0
No change
Ferenc Daróczi
0
0
No change
Csaba Ember
0
0
No change
Magdalena Frąckowiak
0
0
No change
László Gut
0
0
No change
István Hegedüs
0
0
No change
Dominik Januszewski
0
0
No change
Artur Kozieja
0
0
No change
Ferenc Minárik
0
0
No change
Marcin Murawski
0
0
No change
Sarolta Várszegi
0
0
No change
Total Supervisory board members
0
0
Detailed description of changes in composition of the management board and supervisory board is
presented under item 1.4 this Report.
11. Transactions with related parties concluded on terms other than market terms
The Group presents information on the material transactions that the Company, or its subsidiaries,
concluded with a related party in the consolidated financial statements for the year ended 31 December
2025 in consolidated financial statements in Note 33 Related Party Transactions.
In the reporting period, GTC Elibre GmbH was invoiced the next tranche of € 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, € 3.0 has been paid.
12. Information on signed and terminated loan agreements within a given year
The final repayment date of Galeria Jurajska loan with z Erste Group Bank AG and
Raiffeisenlandesbank Niederosterreich-Wien AG was extended by 5 years from 24 February 2025.
A new 5-year loan with J&T BANKA of €84 was drawn down and secured on Galeria Północna shopping
mall on 18 June 2025.
58
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
All signed in year 2025 loan agreements are denominated in Euro and almost all interest is based on
margin plus EURIBOR. The weighted average interest rate on the Group’s long term debt and bonds
(excluding liabilities related to assets held for sale and including hedges) as of 31 December 2025
amounted to 4.56% p.a.
On 3 October 2025, GTC Finance DAC (“Issuer”), successfully launched an offering of 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 escrow account and
pledged to the new bondholders. These proceeds were intended to refinance the EUR 494.0 SUNs due
in 2026, originally issued by GTC Aurora Luxembourg S.A. (“GTC Aurora”). In October 2025 a tender
offer was made by GTC Magyarország Zrt. (“GTC Hungary”) for repurchase of SUNs and a total of EUR
195.0 principal amount of SUNs were repurchased. The total amount payable for all SUNs accepted for
repurchase was EUR 192.3 which was funded through a loan granted by Issuer to GTC Hungary using
the funds placed in escrow account. The aggregate principal amount of SUNs outstanding following the
repurchase was EUR 299.0. The remaining EUR 237.9 proceeds were held in escrow to support the
redemption of any outstanding notes in March 2026 and were supplemented by additional own funds.
Upon completion, GTC Aurora assumed the new notes obligations and related interests, effectively
replacing the old bond debt structure.
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.
13. Information on contracts of which the Company is aware of (including those
concluded after the balance sheet date) which could result in a change in the
shareholding structure in the future
In the year ended 31 December 2025, the Group did not receive any information on contracts which
could result in a change in the shareholding structure in the future. However, on 27 December 2023,
GTC Group received two notifications from GTC Dutch Holdings B.V. and GTC Holding Zártkörűen
Működő Részvénytársaság regarding establishment of pledge on 337,637,591 Company’s shares and
21,891,289 Company’s shares, respectively.
14. Proceedings before a court or public authority involving Globe Trade Centre SA
or its subsidiaries the total value of the liabilities or claims is material
There are no material individual or group proceedings before a court or public authority involving Globe
Trade Centre SA or its subsidiaries.
15. Material contracts signed during the year, including insurance contracts and co-
operation contracts
Information on material real estate sale agreements concluded during the financial year is provided in
Item 1.2 Main events of 2025.
59
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
16. Agreements with an entity certified to execute an audit of the financial
statements
In February 2022, the Company entered into an agreement with PricewaterhouseCoopers Polska spółka
z ograniczoną odpowiedzialnością Audyt sp.k., with headquarters located in Warsaw, („PwC”), for
performance of the audit of the standalone financial statements of Globe Trade Centre S.A. and the
consolidated financial statements of Globe Trade Centre Group for the financial years ended
31 December 2022-2025. Additionally to that agreement, the Group entered into various agreements with
PwC in the countries of the relevant Group’s subsidiaries.
The independent external auditor was selected by the resolution of the Company's supervisory board
dated 9 February 2022, with cooperation extended for a two-year period 2025-26 in 2025.
The following summary presents a list of services provided by PwC as well as remuneration for the
services in the periods of 12 months ended on 31 December 2025 and 31 December 2024.
For year ended
31 December
2025
31 December
2024
€ thousand
€ thousand
Fee for audit and review of financial statements
1,180
1,025
Review of Offering Circular for senior secured notes issued by GTC
Finance DAC
110
-
Assessment of the remuneration report of the management board
and the supervisory board, and other assurance and related services
14
16
Total
1,304
1,041
17. Key risk factors
KEY RISK FACTORS
Risk
Description
Risk management method
Risk of
unfavourable
macroeconomic
trends
The Group is affected by macroeconomic
conditions, especially the overall conditions in
the EU and national and local economies,
such as growth in gross domestic product,
inflation, changes in interest rates, and
unemployment rates. Unfavourable
macroeconomic trends combined with the
instability of the financial markets may have a
negative impact on the Group's operations,
rental income, the market value of the
Group’s properties, as well as the availability
and cost of debt financing/refinancing.
▪ Ongoing monitoring of the market and
macroeconomic conditions;
▪ securing of rental income through the
execution of long-term lease
agreements with indexed rent rates;
▪ ongoing analysis of the behaviour and
needs of the tenants;
▪ making decisions on new projects based
on current and estimated market
conditions; and
▪ efforts to maintain a sufficient level of
cash and available credit limits.
60
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Geopolitical
risk
Geopolitical factors, including challenging
economic conditions in Hungary (further
affected by reduced disbursements of EU
funds), the political and economic
environment in Serbia, political tensions in
Poland between the Prime Minister and the
President combined with substantial defence-
related fiscal expenditures, and the ongoing
economic difficulties in Germany, may create
significant uncertainties for the Group’s
activities. In addition, global developments
such as the war in Ukraine, economic
sanctions imposed on Russia and Belarus,
the conflict in the Middle East, including the
recent developments in Iran, tensions
between China and Taiwan, and
uncertainties surrounding US foreign policy
remain relevant risk factors for the region.
Taken together with other macroeconomic
and geopolitical factors, these developments
may negatively affect the Group’s operations
and financial results. The continuation of
existing conflicts may lead to further
disruptions in supply chains, prices of oil and
other energy commodities, reduced
availability of subcontractors, and a general
increase in the cost of materials and energy.
▪ Ongoing monitoring of the geopolitical
situation in terms of its potential impact
on the Group, individual projects and the
Group's long-term investment plans;
▪ as at the date of this Report, the Group
has not identified specific risks, which
result directly from existing conflicts,
which may have impacted the Group’s
operations, financial results or
development process.
Risks related to
the
implementation
of strategy
The Group may be unable to implement its
strategy in part or in full and there can be no
assurance that the implementation of the
Group's strategy would achieve its goals. The
success of the Group’s strategy relies, in part,
on various assumptions and contingencies
(e.g. with respect to the level of profitability of
any acquisition targets, investment criteria
that have been developed by the Group, and
the valuation of a project) that may prove to
be partially or wholly incorrect or inaccurate
resulting in a lower than expected return on
investment. There is a risk that the Group will
not be able to carry out its planned sale
strategy in its entirety or in part or at the
assumed prices (which may differ from the
acquisition value) or, with respect to certain
projects, cooperation of the majority partner
in joint venture projects may be required.
There is a risk that the Group will not be able
to identify and secure new investments at
attractive prices and on favourable terms and
conditions that will satisfy its rate of return
▪ Experienced, goal-oriented
management for the Group;
▪ qualified team of specialists;
▪ monitoring market conditions (both
global and regional) and other factors
that are relevant for the achievement of
the strategic goals of the Group;
▪ periodic verification of key strategic
goals; and
▪ cooperating with renowned brokers and
agents as well as reputable legal, tax,
commercial and technical advisors in the
due diligence process and in the
process of new investment acquisitions.
61
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
objectives and realise their values.
Consequently, the Group may not be able to
acquire properties and develop planned
projects, and acquisitions may not actually
generate the expected income. The Group
may also fail to achieve its goals due to
internal and external factors of a regulatory,
legal, financial, social or operational nature,
some of which may be beyond the Group’s
control, such as volatile market conditions, a
lack of capital resources needed for
expansion and the changing price and
availability of investment targets in the
relevant markets, as well as changes to laws.
Risk related to
changes in
tenant and
consumer
preferences
Due to the change in the typical work model
resulting in a significant portion of employees
working in hybrid mode combining work from
office with remote work, or working fully
remotely (strengthened, in the case of
Poland, by changes in the labour law), as well
as changes in shopping preferences
combined with the growing significance of
online shopping instead of conventional
shopping following the COVID-19 pandemic,
there can be no assurance that tenants will
renew their leases on terms favourable to the
Group at the end of their current contracts or,
if they do not, that new tenants of equivalent
standing (or any new tenants) will be
acquired, which, in turn, may cause reduced
or negative rental returns and profits and, as a
result, could have a material adverse effect on
the Group’s business, financial condition and
results of operations.
▪ Conducting ongoing analyses of the
latest trends based on industry reports
and own analyses of consumer
preferences;
▪ flexibly responding to changing
consumer and tenant preferences;
▪ attempting to secure high-quality
projects that are attractive to tenants;
▪ improving amenities for tenants and
implementing tenant-friendly solutions in
buildings; and
▪ adapting the Group’s strategy in
accordance with the changing market
trends and situation.
Risk related to
the
development
process
The Group is exposed to risks related to
development processes, including, among
others, demand for office space in the relevant
market, a contractor’s bankruptcy, claims and
legal disputes with subcontractors, delays in
work, the improper quality of work, increased
material, labour or other costs, which may
make completion of the project uneconomical,
and shortages of qualified teams of
professionals. Failure in any of these may
negatively affect the Group's reputation and
the marketability of the completed properties.
The construction of the Group’s projects may
also be delayed or otherwise negatively
affected by other factors over which the Group
has limited or no control, such as acts of
▪ Cooperating with renowned and
experienced contractors, subcontractors
and suppliers;
▪ checking the financial condition and
technical capabilities of a contractor or
supplier prior to signing contracts;
▪ applying mechanisms in construction
contracts protecting investors (e.g. lump
sum remuneration, indemnification
regarding subcontractors, obligation to
provide the respective bank guarantees
or other collateral securing the proper
performance of work and guarantee
periods);
62
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
nature, industrial accidents, deterioration of
ground conditions (for example, the presence
of underground water) and potential liability
under environmental laws and other laws
related to, for example, ground contamination,
archaeological findings or unexploded
ordnance, acts of terrorism, riots, strikes or
social unrest, changes in applicable laws, and
increases in the cost of external financing.
Additionally, no assurances can be given that
permits or other decisions required from
various authorities in connection with existing
or new development projects will be obtained
by the Group in a timely manner. Such
decisions may be challenged by third parties,
which may result in delays in the development
timetable, failing to meet deadlines and/or an
investment being abandoned. The Group’s
land may also require rezoning or a new or the
obtaining of an amended local spatial
development plan or planning permission.
Obtaining the required permission cannot be
guaranteed, and the Group has encountered
such difficulties in the past.
▪ conducting ongoing supervision over
construction projects by project
managers;
▪ conducting detailed analyses of the
zoning designation of land prior to
acquisition;
▪ developing experience in obtaining
permits from major cities in Poland;
▪ cooperating with experienced external
architectural and urban planning studios
as well as specialists in the fields of
planning and administrative procedures;
and
▪ limiting the number of new
developments of the Group conducted
at the same time
Risk related to
potentially
insufficient
capital
expenditures
allocated for the
residential
portfolio in
Germany
The portfolio of residential real estate for rent
in Germany bought by the Group comprises
properties built from 1950 to 1969, along with
newer properties built from 1970 to 1984. The
Group has allocated funds for capital
expenditures to carry out planned
refurbishment work to bring the buildings into
ESG compliance, however, the allocated
amount may be insufficient to complete the
planned refurbishment. The buildings may
also require additional work that is not
included in the technical assessments of the
buildings made prior to their acquisition.
Additionally, the European Union may adopt
new regulations concerning mandatory
refurbishment that the Group will be required
to perform, the costs of which are not included
in the secured capital expenditures.
▪ Extensive experience in bringing
buildings into ESG compliance;
▪ a comprehensive technical assessment
of the portfolio conducted prior to any
acquisitions; and
▪ monitoring regulations concerning ESG
requirements.
Risk of not
adjusting the
Group’s
properties to
sustainability
criteria and not
reducing its
The Group is required to adapt to EU legal
acts in the area of ESG, to meet multiple
sustainability criteria, and to take actions
aimed at reducing the environmental impact
of the Group’s operations. There is a risk that
the adaptation of the Group’s buildings to be
net zero effective, as well as actions taken by
the Group to improve building efficiency may
▪ Focusing on a thorough analysis of the
environmental impact of the operation of
the Group’s buildings;
▪ continuously improving the monitoring
and management of buildings based on
the most recognised environmental
certification systems such as BREEAM
or LEED;
63
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
impact on the
environment
require significant capital expenditures and,
in some cases, could be difficult to implement.
One cannot rule out that, for the purpose of
the reduction of their carbon footprint, tenants
will be looking for space that provides a low
carbon footprint or will limit their office space
or place great importance on working from
home (in an effort to generate fewer or even
no carbon emissions) instead of working from
an office, which may lead to reduced demand
for office space, and have a negative impact
on the rental returns and profitability of the
Group. There is a risk that buildings that do
not meet sustainability criteria will not be
attractive either to tenants or potential
purchasers and, as a consequence, the sale
of such buildings may be difficult, or the price
offered for such buildings will not be
satisfactory to the Group. Also, the observed
changes in the climate (in particular, changes
in the average air temperature in the region in
which the Group operates) may require
changes in the operation of the Group’s
properties as well as its equipment (including,
for instance, upgrading air conditioners,
replacing conventional lighting with LED,
etc.). Moreover, making such changes may
require additional capital expenditures.
Failure to make these changes in a timely
manner could create a competitive
disadvantage and a decrease in rental
revenue, and thereby negatively impact the
Group's results of operations and financial
condition.
▪ reducing the Group’s carbon footprint
primarily by ensuring the energy
efficiency of buildings and investing in
energy from renewable sources;
▪ using green energy from certified
sources in all buildings in Hungary,
Poland, Romania and Croatia, and
partially in Bulgaria;
▪ supporting local communities and
educational and cultural activities by
working with over a hundred
organisations, including NGOs, schools
and universities;
▪ implementing a diversity and inclusion
policy, employing an array of employees
that vary in terms of gender, age,
education, and cultural background; and
▪ delivering new buildings, and acquiring
and managing assets with a focus on
environmental protection.
Risk
Description
Risk management method
Risk of
changes in
laws and
regulations
The Group’s operations are subject to various
regulations in Poland, Hungary, Romania,
Croatia, Serbia, Bulgaria, Germany and other
jurisdictions in which the Group conducts
business activities (including fire and safety
requirements, environmental regulations,
labour laws and land zoning) and is exposed to
the risk of changes in these legal and
regulatory frameworks across these
jurisdictions. New, or amendments to existing,
laws, rules, regulations or ordinances could
▪ Ongoing monitoring of changes in laws
and regulations applicable to the Group’s
operations (while still in the legislative
process) so that new requirements can
be quickly implemented in the Group's
operation; and
▪ cooperating with renowned legal
advisors in the jurisdictions where the
Group conducts business activities.
64
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
require significant unanticipated expenditures
or impose additional obligations, fines,
penalties and/or restrictions on the use of the
Group’s properties and/or its operations.
Additionally, the EU may adopt new
regulations concerning mandatory
refurbishment that the Group will be required to
perform, the costs of which are not included in
the secured capital expenditures. Therefore,
the Group's allocated capital expenditure may
not be sufficient to support its property
portfolio.
Moreover, there can be no assurance that if
perpetual usufruct fees in Poland are
increased, the Group would be able to pass
such costs onto its tenants in the form of
increased service charges, and such increase
may lead to a given property becoming less
competitive as compared to properties not
situated on land subject to perpetual usufruct
fees.
Furthermore, the introduction or enforcement
of stricter environmental, health, and safety
laws or regulations in the CEE and SEE
regions, as well as Germany, could lead to
substantial costs and liabilities for the Group.
This may also subject the properties currently
or previously owned or operated by the
Group to more rigorous scrutiny than is
presently the case. As a result, complying with
these laws could lead to significant expenses
related to required removal, investigation or
remediation efforts. Additionally, the presence
of such substances on the Group’s properties
may limit its ability to sell the property or use it
as collateral.
Risk related to
regulations
concerning
maximum
increases of
rent in
Germany
The residential real estate for rent sector in
Germany, in which the Group commenced
operations, is tightly regulated, including
regulations concerning the maximum
increases of rent by landlords. One cannot rule
out that further limits on rent increases or even
a nationwide rent freeze may be introduced.
The unpredictability of the regulator in this
respect is seen as the greatest risk on the
income side. It is also quite relevant that
approximately 30% of the residential portfolio
of the Group is rented by public entities. The
regulatory cap on rent increases in housing
stock would be particularly adverse in the face
▪ Ongoing monitoring of changes in
German laws applicable to the Group’s
operations, in particular concerning the
cap on rent increases;
▪ a plan to bring buildings up to ESG
standards, which in the long term should
result in both increasing the
attractiveness of the portfolio and
decreasing the maintenance costs; and
▪ cooperating with renowned legal
advisors with respect to rental
agreements and the permitted rent
increases under German law.
65
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
of rising costs (e.g. for the maintenance and
repair of apartments).
Risk of
changes in tax
laws or their
interpretation
Taking into account that the tax regulations in
the countries in which the Group operates,
including Poland, are complex and subject to
frequent changes, and the approaches of the
various tax authorities are not uniform and
consistent, the Group is exposed to the risk
that tax authorities will employ a different
interpretation of tax laws that apply to the
Group, which may prove unfavourable for the
Group. No assurance can be given that
specific tax interpretations already obtained
and applied by the Group will not be changed
or challenged. There is also a risk that new tax
law regulations will be introduced, which may
result in greater costs due to circumstances
related to complying with any changed or new
regulations. Moreover, in relation to the cross-
border nature of the Group’s business,
international agreements, including double
taxation treaties which apply to members of
the Group, may also have an effect on the
Group companies’ business.
▪ Monitoring changes in tax law applicable
to the Group’s operations;
▪ obtaining a tax interpretation in the case
of any uncertainty concerning the tax
treatment of a given transaction and
executing the transaction in line with
such interpretation;
▪ hiring experienced accountants and
financial specialists; and
▪ cooperating with renowned legal and tax
advisors.
Risk of legal
disputes
The Group may face claims and may be held
liable in connection with incidents occurring on
its construction sites, such as accidents,
injuries or fatalities of its employees,
contractors or visitors to the sites. In addition,
the construction, lease and sale of properties
are subject to the risk of claims for defective
construction, corrective or other works and
associated adverse publicity. Claims may also
be brought against the Group in connection
with executed transactions concerning the
sale of projects (e.g. for a breach of warranties
made by the Group, and/or for the existence of
defects of which the Group was not aware, but
of which it should have been aware when it
executed the transaction). The Group may be
also involved in small-scale litigation and other
legal proceedings in connection with lease
agreements in the case of breaches of certain
obligations of the landlord set out in such
agreements.
The Group’s title to investment and
development properties may also be subject to
challenge, and certain permits or
▪ Applying high standards in the fields of
health, safety and the environment;
▪ monitoring compliance with health,
safety and environmental procedures by
the Group’s employees as well as
contractors and their employees and
subcontractors;
▪ introducing a mechanism limiting the
Group’s liability in transaction documents
(e.g. time limitations, monetary
limitations); and
▪ cooperating with renowned legal
advisors in the case of a dispute.
66
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
authorisations may have been obtained in
breach of applicable laws. In particular, due to
the complexity and ambiguity of real estate
laws and the unreliability of certain registries,
it may be difficult or impossible to confirm title
with certainty, and even registered titles may
be contested. Moreover, permits, re-zoning
approvals or other authorisations could be
subsequently challenged, which may
adversely affect the Group’s business,
financial condition and results of operations.
Risk
Description
Risk management method
Risk of decline
in occupancy
levels
Any significant decline in occupancy levels in
the Group’s properties, especially the loss of
reputable anchor tenants, could have a
material adverse effect on the ability of the
Group to generate cash flows at the expected
levels. There can be no assurance that the
Group's tenants will renew their leases on
terms favourable to the Group or for the same
space size or duration at the end of their
current tenancies. Higher vacancy rates would
also increase the Group’s overall operating
costs, as the Group would have to cover the
portion of service charges generated by empty
properties or units. Additionally, a small
portion of the lease agreements concluded by
the Group in its retail portfolio provide for a cap
on increases of the service charges payable
by the tenant. In such cases, any increase in
maintenance charges would be covered by the
Group. Any such decrease in rental revenue
or increase in operating costs could have a
material adverse effect on the Group’s cash
flows, financial condition and results of
operations. .
▪ Attempting to secure high quality projects
that are attractive to tenants;
▪ strengthening the rental and marketing
strategies;
▪ building good, long-term relationships
with tenants;
▪ continuously analysing market trends
and promptly adapting to changes;
▪ improving amenities for tenants and
implementing tenant-friendly solutions in
buildings;
▪ effective management of the Group’s
commercial properties;
▪ experienced leasing team; and
▪ cooperating with reputable brokers and
leasing agencies.
Risk of not fully
recovering the
operating costs
from tenants
The Group may not be able to fully pass on all
operating costs to the tenants, especially in a
very competitive environment where the
Group has to offer attractive conditions and
terms to be able to compete with other office
or retail properties or has to improve
conditions offered to attract new tenants to its
projects. If vacancy rates in the Group’s
▪ Effective property management focused
on minimising maintenance costs without
compromising the quality of services;
▪ the vast majority of the lease agreements
concluded with tenants are triple-net
leases, which means all operational
costs as well as property taxes are
covered by the tenants; and
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
buildings increase, the Group must cover the
portion of the service charges that is related to
the vacant space. Some of the lease
agreements concluded by the Group provide
for a cap on increases of the service changes
payable by the tenant. In such cases, if the
maintenance charges increase, the Group
would be unable to pass on such increases to
the tenants.
▪ limited caps on service charges passed
on to tenants.
Risk related to
the valuation of
the Group’s
properties
The Group’s income depends partially on
changes in the value of assets on property
markets, which are subject to fluctuations.
The valuation of a property is inherently
subjective and uncertain as it is based on
different methodologies, forecasts and
assumptions (e.g. as to expected rental
values, fit-out costs, the time necessary for
renting a specific property, etc.). The Group’s
property valuations are made mostly based on
the discounted cashflow method (DCF), using
the discount rates applicable to the relevant
local real estate market or, in the case of
certain properties, by reference to the sale
value of comparable properties, and any
change in the valuation methodology used by
the valuer will have an impact on the valuation
of a given property and may result in gains or
losses in the Group’s consolidated income
statement. As a result, the Group can
generate significant non-cash revenue gains
or losses from period to period depending on
the changes in the fair values of its investment
properties, regardless of whether such
properties are sold. If the forecasts and
assumptions on which the valuations of the
projects in the Group’s portfolio are based are
subject to material changes, the actual values
of the projects in the Group’s portfolio may
differ materially from those stated in the
valuation reports. Material changes in
assumptions concerning the Group’s
properties and related fluctuations in
valuations may have a material adverse effect
on the Group’s business, financial condition
and compliance with covenants stipulated in
bank loan agreements and bond issuance
conditions.
▪ Performing valuations of the Group’s
properties semi-annually (as at 30 June
and 31 December of each year);
▪ having reputable external valuers assess
the properties; and
▪ conducting internal reviews of property
valuations and, if necessary, having a
certified independent appraiser confirm
such valuations.
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Risk related to
selective
disposal plans
of investment
properties in
Germany
The volume and timing of planned sale
transactions of Germany residential assets,
as well as the prices that may be achieved,
may depend on market liquidity, current
investor demand and other conditions
prevailing at the dates of sale. There is a risk
that disposal proceeds may in some cases be
materially lower than the carrying amounts of
the respective properties as of 31 December
2025, which could result in losses on disposal
and lower cash inflows in future periods than
currently implied by the carrying values.
▪ Running a professional sales process
and implementing operational
improvements aimed at maximizing the
value of assets to be sold
Risk related to
the Group’s
debt financing
The Group’s existing leverage and external
debt financing may have material adverse
consequences for the Group, including: (i)
increasing its vulnerability to and reduced
possibility to respond to downturns in the
Group’s business or generally adverse
economic and industry conditions; (ii) limiting
the Group’s ability to obtain additional
financing to fund future operations, capital
expenditures, business opportunities,
acquisitions and other general corporate
purposes, which may be necessary for the
Group to achieve the envisaged returns on its
project, as well as increasing the cost of any
future borrowings; (iii) forcing the Group to
dispose of its properties in order to enable it to
meet its financing obligations, including
compliance with certain covenants under loan
agreements; (iv) requiring the allotment of a
substantial portion of the Group’s cash flows
from operations to the payment of the
principal and the interest on its indebtedness;
and (v) placing the Group at a competitive
disadvantage compared to its competitors that
are less leveraged.
A potential risk of obtaining financing and/or
obtaining it on favourable terms may apply to
financing of several investment properties
under construction. This may be due to
several factors, including low pre-leasing
levels during the construction process, slower
sales of residential units during the
construction phase. As a result, higher levels
of equity may be required to be deployed for
the purposes of development of new
investment properties and the recycling of
▪ Monitoring the regular repayment of debt
and securing funds for such repayment;
▪ monitoring to ensure the proper
performance of all obligations imposed
on the Group and/or the companies
thereof under financing documents;
▪ ensuring loan funds are spent in
accordance with the purpose of a given
loan;
▪ attempting to ensure the proper liquidity
of the Group; and
▪ maintaining available credit limits and
good relationships with financing banks
and bondholders.
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
such equity may take longer and depend on
external conditions.
Risk of the
failure to meet
obligations
under
financing
agreements
The Group could fail to make the principal
and/or interest payments due under the
Group’s loans or breach any of the covenants
included in loan agreements – in some cases
also due to circumstances that may be
beyond the control of the Group. These may
include requirements to meet certain loan-to-
value ratios, debt service coverage and
working capital requirements. A breach of
such covenants by the Group could result in
the forfeiture of its mortgaged assets, the
acceleration of its payment obligations, the
acceleration of payment guarantees, trigger
cross-default clauses or make future
borrowing difficult or impossible. In these
circumstances, the Group could also be
forced, in the long term, to sell some of its
assets to meet its loan obligations, or the
completion of its affected projects could be
delayed or curtailed.
The Group’s leverage and debt service
obligations are significant and may increase in
the future, which could heighten its
vulnerability to adverse economic conditions,
limit its access to additional financing,
increase borrowing costs, and require greater
allocation of operating cash flows to debt
service. In addition, a significant portion of the
Group’s debt is secured, including financing
incurred for its German Residential Portfolio,
where the secured assets are ringfenced and
unavailable as security for future
indebtedness. A breach of obligations under
such debt could lead to foreclosure on
secured assets and materially adversely
affect the Group’s ability to satisfy its
obligations.
▪ Monitoring the regular repayment of debt
and securing funds for such repayment;
▪ employing specialists responsible for
handling the existing debt financing of
the Group;
▪ ensuring that loan funds are spent in
accordance with the purpose of a given
loan; and
▪ conducting monitoring to ensure the
proper performance of all obligations of
the Group under existing financing
documents in order to prevent the
occurrence of any breach and/or
default.
Risk related to
refinancing
The Group’s real estate projects are financed
under secured loans and secured and
unsecured bonds that have been provided for
a limited term. The Group may not be able to
renew or refinance its remaining obligations in
part or at all, or may have to accept less
favourable terms in respect of such
refinancing. The costs of new financing and/or
refinancing may be significantly higher than
under the existing facility agreements. If the
▪ Monitoring to ensure the proper
performance of all obligations of the
Group under existing financing
documents so as not to lead to any
breach and/or default;
▪ maintaining the creditworthiness of the
Group at a sufficient level;
▪ owning significant assets that can serve
as collateral for financing banks;
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Group is unable to renew a loan or bond or
secure refinancing, the Group could be forced
to sell one or more of its properties in order to
procure the necessary liquidity or to use its
existing cash to repay the loan. Additionally, if
the Group is not able to renew certain loans or
bonds, the properties that are financed by way
of such loans or bonds will become low-
leveraged and, as a consequence, will not be
able to generate the expected returns on
equity. The refinancing is also connected with
a risk of changes in interest rates, which may
be less favourable than under the existing
indebtedness. Interest rates are highly
sensitive to many factors, including
government monetary policies and domestic
and international economic and political
conditions, as well as other factors beyond the
Group’s control, but any changes in the
relevant interest rates may increase the
Group’s costs of borrowing in relation to
existing loans, thus impacting its profitability.
Any combination of the above may have
material adverse effects on the Group’s
business, cash flows, financial condition and
results of operations.
▪ owning significant assets that can be
disposed of for the purposes of partial
repayment of existing debt;
▪ extensive experience in obtaining
financing and refinancing;
▪ effectively managing the Group’s
leverage;
▪ building good and long-term
relationships with financing banks;
▪ employing experienced financial
specialists; and
▪ limiting exposure to changes in interest
rates by incurring debt at a fixed interest
rate, or changing interest from a variable
to a fixed rate via hedging instruments.
Currency risk
The Group’s functional currency is Euro. The
Group is exposed to currency risks arising,
inter alia, from the fact that certain of the
Group’s costs (such as certain construction
costs, labour costs and remuneration for
certain general contractors) are incurred and
some of the income is gained in the currencies
of the geographical markets in which the
Group operates, including the Polish zloty, the
Bulgarian leva, the Hungarian forint, the
Romanian lei and the Serbian dinar. The
exchange rates between local currencies and
the Euro have fluctuated historically. A portion
of the Group’s debt is denominated in
currencies other than € and, as a result, a
portion of the financial costs is incurred by the
Group in such other currencies (the currency
risk applies, in particular, to interest on the
bonds issued by the Group in Hungarian
forints).
▪ Obtaining debt financing denominated in
Euros or converting financing obtained in
other currencies into Euros using
hedging derivatives;
▪ concluding agreements with contractors
specifying remuneration expressed in
Euros; and
▪ engaging in other forms of currency
hedging in an attempt to reduce the
impact of currency fluctuations and the
volatility of returns.
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Risk of loss of
liquidity by the
Group
There is a potential risk of a loss of liquidity by
the Group in the case of significant
disturbance in the balance between its
receivables and liabilities, and a material cash
flow disruption in the absence of access to
financing.
▪ Permanent monitoring of the forecast
and actual short and long-term cash
flows, as well as receivables and
liabilities;
▪ maintaining a sufficient cash level in
order to ensure proper liquidity
management;
▪ maintaining free credit limits on current
accounts;
▪ experienced management of the Group;
and
▪ diversification of the Group’s portfolio as
well as investing in new sectors that
might go through different phases of the
business cycle at different times.
Risk
Description
Risk management method
Risk related to the
Group’s
controlling shareh
older
GTC’s dominant entity is Optimum
Venture Private Equity Fund
(“Optima”), which indirectly holds
62.61% of the shares in the
Company’s share capital. Optima is
controlled by Pallas Athéné Domus
Meriti, a Hungarian foundation which
was founded by the National Bank of
Hungary.
Optima and the foundation controlling
it have recently been the subject of
ongoing media reports and public
commentary relating to alleged
irregularities. These matters do not
concern the Company, any of its group
companies, or their respective
employees. The Company remains an
independent legal entity, not
responsible for, nor guaranteeing, any
obligations of its shareholders. None
of the Company’s assets have been
pledged as collateral in relation to any
liabilities of its shareholders, nor do
the Company’s shareholders provide
any form of financing to the Company
beyond their already-fulfilled equity
contributions.
▪ Applying most of the principles of corporate
governance set out in the Good Practices of
Companies Listed on the WSE 2021;
▪ protecting the rights of minority shareholders
in the articles of association, including the
appointment of a shareholder meeting
delegate (supervisory board member
appointed by the general meeting), adhering
to independence criteria for at least two
supervisory board members, and special
approval requirements for related-party
transactions; and
▪ adhering to high standards of corporate
governance, transparency, and operational
independence.
72
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
While the Company is not involved in
any way in these matters, and
operates under the oversight of the
supervisory board (several of the
members of which are independent), it
cannot be ruled out that further
developments, depending on their
nature and public response, could
affect the perception of the Company
among certain investors, financing
institutions, or business partners. This
could potentially influence the
Company’s ability to access capital,
refinance the existing debt, or pursue
certain commercial opportunities.
Moreover, the Group cannot exclude
the risk of a potential conflict of
interest between Optima and the
remaining shareholders. When
considering an investment, the
business and operational matters of
the Group, and/or the most appropriate
uses of the Group’s available cash, the
interests of Optima may not be aligned
with the interests of the Group or of its
other shareholders, especially as
Optima operates in the same markets
as the Group and it might compete
over investments.
Risk associated
with related-party
transactions
As the Group executes transactions
with related parties, it is exposed to the
risk of such transactions being
challenged by tax authorities, taking
into account the specific nature of
related-party transactions, the
complexity and ambiguity of legal
regulations governing the methods of
determining arm’s-length terms for the
purpose of such transactions, as well
as difficulties in identifying comparable
transactions for reference purposes.
▪ Monitoring legal and tax regulations as well
as amendments to laws governing related-
party transactions;
▪ monitoring market practice (including the
approach of the authorities) in determining
arm’s-length terms for the purpose of related-
party transactions; and
▪ cooperating with experienced tax and legal
advisors.
73
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Risk
Description
Risk management method
Risk associated
with countries in
emerging markets
The markets in the regions of CEE
and SEE in which the Group operates
are subject to greater legal, economic,
fiscal and political risks than mature
markets, and are subject to rapid and
sometimes unpredictable changes.
CEE and SEE countries still present
various risks to investors, such as
economic instability or changes in
national or local government, land
expropriation, changes in taxation
legislation or regulations, changes to
business practices or customs,
changes to laws and regulations
related to currency repatriation, and
limitations on the level of foreign
investment or development. In
addition, adverse political or economic
developments in the countries in
which the Group operates and/or
neighbouring countries could have a
significant negative impact on, among
other things, gross domestic product,
foreign trade and the general
economies of individual countries. The
ongoing armed conflict in the territory
of Ukraine and uncertainties regarding
its duration and scale, and the
relationship of CEE and SEE countries
with Russia may affect the attitude of
investors towards the regional real
estate market and their willingness to
invest in countries neighbouring
Ukraine and Russia where the Group
operates. The Group may be exposed
to risks related to investing in real
estate in CEE and SEE countries
resulting from the unregulated or
uncertain legal status of certain real
properties (e.g. due to reprivatisation
claims).
▪ Monitoring political and economic situations
in the regional markets in which the Group
operates;
▪ hiring local specialists familiar with the
conditions of a given market;
▪ conducting a detailed due diligence review
prior to making a decision on whether to
proceed with a new project;
▪ implementing legal protection measures in
concluded contracts; and
▪ securing rental income by way of the
execution of long-term lease agreements.
Risk related to
operations in
Germany
In 2024, the Group commenced
operations in Germany in the
residential sector - an operating
portfolio of residential real estate for
rent and a portfolio of senior housing
▪ Ongoing monitoring of the geopolitical
situation as well as the market and
macroeconomic conditions in Germany in
terms of their potential impact on the Group;
74
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
for rent that is under construction. The
German economy continues to face
headwinds and is experiencing
significant difficulties amid a loss of
competitiveness and weak domestic
and foreign demand for manufactured
goods. Combined with the unstable
political situation in the country, this
creates uncertainty as to future
political or economic decisions that
may affect the Group's operations on
the German market. In particular,
certain political decisions as well as
the economic crisis may cause an
outflow of immigrants from Germany,
which in turn may reduce the demand
for rental housing. Such situation may
result in a reduction of the Group's
profit or a failure to achieve the
expected level of profitability of its
investments in Germany in the
residential real estate for rent sector.
Furthermore, the Group may
encounter challenges associated with
this market and a segment of the real
estate market in which it has limited
prior experience, expertise, or
personnel.
Germany's demographic challenges,
including an aging population, could
affect demand patterns for residential
rental housing and may require
additional investments to maintain
property attractiveness. There can be
no assurance that the Group will
successfully overcome all challenges
associated with its presence on the
German market, which could
adversely affect the Group's
business, financial condition, results
of operations and prospects.
75
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Risk
Description
Risk management method
Risk of
unauthorised
access to data
The Group is exposed to the risk
related to unauthorised access to data
from inside and outside the
organisation that may result in the
leakage of confidential data
concerning the Group. Failure to
maintain the integrity and security of
internal, tenant or employee data,
including under the GDPR, could
harm the Group’s reputation, lead to
faulty business decisions and expose
the Group to costs, fines and lawsuits.
▪ Implementing internal IT security
standards;
▪ continuous monitoring and detection of
threats to IT systems and infrastructure;
▪ cooperating with reputable providers of IT
and cybersecurity services; and
▪ building employee awareness in the field of
cybersecurity.
18. Terms and abbreviations
Terms and abbreviations capitalized in this management's board Report shall have the following
meanings unless the context indicates otherwise:
Adjusted EBITDA
means the consolidated result before tax, finance cost, finance income, foreign
exchange differences, depreciation and amortization, gain or loss from
revaluation, share-based payments and further adjusted to exclude any item
classified as an extraordinary, unusual or a non-recurring gain, loss or charge
that are not directly related to core operations of the Group;
EBITDA
means the consolidated result before tax, finance cost, finance income, foreign
exchange differences, depreciation and amortization, gain or loss from
revaluation and share-based payments;
the Company
or GTC
are to Globe Trade Centre S.A.;
the Group
or GTC Group
are jointly to Globe Trade Centre S.A. and its consolidated subsidiaries;
Shares
is to the shares in Globe Trade Centre S.A., which were introduced to public
trading on the Warsaw Stock Exchange in May 2004 and later and are marked
under the PLGTC0000037 code and inward listed on Johannesburg Stock
Exchange in August 2016;
Bonds
is to the bonds issued by Globe Trade Centre S.A. or its consolidated
subsidiaries and introduced to alternative trading market and marked with the
ISIN codes HU0000360102, HU0000360284 and XS2356039268;
the Report
is to the consolidated annual report prepared according to art. 73 of the Decree
of the Finance Minister of 6 June 2025 on current and periodical information
published by issuers of securities and conditions of qualifying as equivalent the
76
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
information required by the provisions of the law of a country not being a
member state;
CEE
is to the Group of countries that are within the region of Central and Eastern
Europe (Poland, Hungary);
SEE
is to the Group of countries that are within the region of South-Eastern Europe
(Bulgaria, Croatia, Romania, and Serbia);
Net rentable area,
NRA, or net
leasable area,
NLA
are to the metric of the area of a given property as indicated by the property
appraisal experts to prepare the relevant property valuations. With respect to
commercial properties, the net leasable (rentable) area is all the office or retail
leasable area of a property exclusive of non-leasable space, such as hallways,
building foyers, and areas devoted to heating and air conditioning installations,
elevators, and other utility areas. The specific methods of calculation of NRA
may vary among particular properties, which is due to different methodologies
and standards applicable in the various geographic markets on which the
Group operates;
Gross rentable
area or gross
leasable area,
GLA
means the amount of office, retail or residential space already rented or
available to be rented in the Income Generating Portfolio. In the case of the
Group's office portfolio, GLA also includes the proportionate share of common
areas (add-on-factor). GLA is the area for which tenants pay rent, and thus the
area that produces income for the property owner;
Total Property
Portfolio
are Owned Property Portfolio (Income Generating Portfolio, investment
property land bank, residential land bank (excluding related right of use
assets), investment properties under construction and land bank held for sale)
and right of use land under perpetual usufruct (including right-of-use assets
related to residential land bank and right of use assets related to assets held
for sale).
Total Investment
Portfolio or Total
GAV
are Income Generating Portfolio, investment property land bank, residential
land bank, investment properties under construction, land bank held for sale,
assets for own use and non-current financial assets. "Adjusted Total
Investment Portfolio" or "Adjusted Total GAV" means Total Investment
Portfolio excluding non-current financial assets;
Income
Generating
Portfolio
means Commercial Income Generating Portfolio and Residential Income
Generating Portfolio (German portfolio);
Commercial
Income
Generating
Portfolio
are completed investment properties (in office and retail segments) including
the portion of such items classified under assets held for sale;
Residential
Income
Generating
Portfolio
are completed investment properties (in residential segments) including the
portion of such items classified under assets held for sale;
Occupancy rate
is the ratio of space that is being leased (in sqm) to the total GLA (in sqm) at a
given point in time;
Weighted Average
Lease Term or
WALT
is calculated as a weighted average of lease term of office and retail space for
the duration of each lease contract until its expiry;
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All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Funds From
Operations, FFO,
FFO I
means Adjusted EBITDA less interest (paid)/received net less tax paid in the
period;
EPRA Net Asset
Value, EPRA NAV
or EPRA NTA
means net assets defined as total equity less non-controlling interest, as
further adjusted with derivatives (current and non-current and adjusted for
derivatives included in assets held for sale, if applicable) and deferred
taxation on property;
In-Place Rent
is to rental income that was in place as of the reporting date. It includes
headline rent from premises, income from parking, and other rental income;
Gross Margin on
Rental Activities
is gross margin from operations divided by the sum of rental revenue and
service charge revenue;
Net Loan to Value
(LTV); Net Loan-
to-Value Ratio
means Net Debt divided by Total Investment Portfolio. "Adjusted Net LTV”
means Adjusted Net Debt divided by Total Investment Portfolio. "Net Debt"
means long-term and current portion of borrowings plus long-term
borrowings’ acquisition costs net of cash and cash equivalents, non-current
and current blocked deposits and, if applicable cash and cash equivalents,
blocked deposits, and short-term blocked deposits related to assets held for
sale and loans related to assets held for sale, net of long-term borrowings’
acquisition costs, if applicable. "Adjusted Net Debt" is calculated as Net
Debt adjusted for cash on escrow accounts;
The Average Cost
of Debt; Average
Interest Rate or
Weighted Average
Interest Rate
is calculated as a weighted average interest rate of total debt (excluding
liabilities related to assets held for sale)", as adjusted to reflect the impact of
contracted interest rate swaps and cross-currency swaps by the Group;
Interest cover
is gross margin from operations divided by the interest paid in the period;
€, €
or Euro
are to the single currency of the participating Member States in the Third Stage
of European Economic and Monetary Union of the Treaty Establishing the
European Community, as amended from time to time;
PLN or zloty
are to the lawful currency of Poland;
HUF
is to the lawful currency of Hungary;
JSE
is to the Johannesburg Stock Exchange.
19. Statement on the application of the principles of corporate governance for the
financial year ended 31 December 2025
Globe Trade Centre S.A.
STATEMENT ON APPLICATION OF THE PRINCIPLES OF
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025
2
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
TABLE OF CONTENTS
1. The principles of corporate governance to which the issuer is subject and the location where the set
of principles is publicly available ............................................................................................................. 3
2. The principles of corporate governance that the issuer has waived, including the reasons for such
waiver ................................................................................................................................................. 3
3. The principal characteristics of the internal control and risk management systems used with respect
to the procedure of preparing financial statements and consolidated financial statements .................... 4
4. Shareholders who, directly or indirectly, have substantial shareholding, including the number of
shares held by them, the percentage share in the share capital, and the number of votes attached to
their shares in the overall number of votes at the general meeting ........................................................ 5
5. Holders of any securities that grant special rights of control, including a description of such rights .. 6
6. Restrictions concerning the exercise of voting rights, such as restriction of the exercise of voting rights
by holders of any specific part or number of votes, time restrictions concerning the exercise of voting
rights or regulations whereunder, with the co-operation of the Company, the equity rights related to the
securities are separate from holding securities ....................................................................................... 6
7. Restrictions concerning the transfer of the ownership title to securities in Globe Trade Centre S.A.. 6
8. Rules concerning the appointment and dismissal of management and the rights thereof, specifically
the right to make decisions concerning the issuance and redemption of shares. ................................... 6
9. Overview of the procedure of amending the Company’s articles of association ................................. 7
10. The bylaws of the general meeting and its principal rights and description of rights of shareholders
and their exercise, in particular the rules resulting from the bylaws of the general meeting, unless
information on that scope results directly from the provisions of law ...................................................... 7
11. Personnel composition and changes in the previous business year and description of the functioning
of the management, supervisory, or administrative bodies of the Company and its committees. .......... 9
12. Audit partner .................................................................................................................................... 14
13. Diversity policy in terms of the management, supervisory, or administrative bodies
of the Company. .................................................................................................................................... 16
3
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
1. The principles of corporate governance to which the issuer is subject and the
location where the set of principles is publicly available
In July 2007, the Council of the Warsaw Stock Exchange adopted a set of principles for the corporate
governance for joint-stock companies issuing shares, convertible bonds, or senior bonds that are
admitted to trading on the stock exchange (the “WSE Best Practices”). The WSE Best Practices have
been amended several times since then and were brought in line with recent legislative amendments,
current international corporate governance trends, and the expectations of market participants. The last
amendment took place on 29 March 2021, when the Warsaw Stock Exchange supervisory board adopted
a resolution approving a new code of corporate governance, “Best Practice of GPW Listed Companies
2021” which came to force as of 1 July 2021 and is a base for this report on the application of the principles
of corporate governance for the financial year ended 31 December 2025.
The content of the WSE Best Practices is publicly available on the website of the Warsaw Stock
Exchange dedicated to those issues at https://www.gpw.pl/best-practice2021
2.The principles of corporate governance that the issuer has waived, including the
reasons for such waiver
We strive to make every possible effort to employ the corporate governance principles set out in the WSE
Best Practices, and try to follow, in all areas of the Company’s business, all the recommendations
regarding best practices of Warsaw Stock Exchange Listed Companies and all the recommendations
directed to management boards, supervisory boards and shareholders.
Additionally, to implement a transparent and effective information policy, the Company provides fast and
safe access to information for shareholders, analysts and investors, employing both traditional and
modern technologies of publishing information about the Company to the greatest extent possible.
In 2024, the Company did not comply with three principles as informed in its statement of compliance
with the Best Practice of GPW Listed Companies 2021, including:
Section
Principle
Comments of the company:
1. Disclosure
policy, investor
communication
1.4.2
To ensure quality communication with
stakeholders, as a part of the business
strategy, companies publish on their website
information concerning the framework of the
strategy, measurable goals, including in
particular long-term goals, planned activities
and their status, defined by measures, both
financial and non-financial. ESG information
concerning the strategy should among
others: present the equal pay index for
employees, defined as the percentage
difference between the average monthly pay
(including bonuses, awards and other
benefits) of women and men in the last year,
and present information about actions taken
to eliminate any pay gaps, including a
presentation of related risks and the time
horizon of the equality target.
The current strategy of the
GTC Group does not contain
the elements indicated in this
rule. Still, the Company will
consider the possibility of
including them in the new
strategy being developed by
the Company in the future.
4
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
2. Management
board,
supervisory board
2.1
Companies should have in place a diversity
policy applicable to the management board
and the supervisory board, approved by the
supervisory board and the general meeting,
respectively. The diversity policy defines
diversity goals and criteria, among others
including gender, education, expertise, age,
professional experience, and specifies the
target dates and the monitoring systems for
such goals. With regard to gender diversity of
corporate bodies, the participation of the
minority group in each body should be at
least 30%.
The company does not plan to
formally adopt a diversity
policy towards the
management board and the
supervisory board as the main
criteria in selecting its
members are knowledge,
experience, personality traits
and education, and not, for
example, age or gender.
2 Management
board,
supervisory board
2.2
Decisions to elect members of the
management board or the supervisory board
of companies should ensure that the
composition of those bodies is diverse by
appointing persons ensuring diversity, among
others in order to achieve
the target minimum participation of the
minority group of at least 30% according to
the goals of the established diversity policy
referred to in principle 2.1.
The company does not plan to
formally adopt a diversity
policy towards the
management board and the
supervisory board as the main
criteria in selecting its
members are knowledge,
experience, personality traits
and education, and not, for
example, age or gender.
3. The principal characteristics of the internal control and risk management
systems used with respect to the procedure of preparing financial statements
and consolidated financial statements
The management board is responsible for the Company’s internal control system and its effectiveness
in the process of preparing financial statements and interim reports prepared and published in
accordance with the provisions of the Decree of the Finance Minister of 29 March 2018, subsequently
superseded during the year with the Decree of the Finance Minister of 10 June 2025, on current and
interim information provided by issuers of securities and the conditions for accepting, as equivalent,
information required by the provisions of a country not being a member state.
The Company draws on its employees’ extensive experience in the identification, documentation,
recording, and controlling of economic operations, including numerous control procedures supported by
modern information technologies used for the recording, processing, and presentation of operational
and financial data.
In order to ensure the accuracy and reliability of the accounts of the parent and subsidiary companies,
the Company applies a series of internal procedures in the area of transactional control systems and
processes resulting from the activities of the Company and the capital group.
An important element of risk management, in relation to the financial reporting process, is ongoing
internal controls exercised by main accountants on the holding and subsidiaries level.
5
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The budgetary control system is based on quarterly and annual financial and operational reporting.
Financial results are monitored regularly.
One of the basic elements of control in the preparation of financial statements of the Company and
the Group is verification carried out by independent auditors. An auditor is chosen from a group of
reputable firms which guarantee a high standard of service and independence. The Group’s
supervisory board approves the choice of the auditor. Tasks of the independent auditor include, in
particular: a review of semi-annual stand-alone and consolidated financial statements and an audit of
annual stand-alone and consolidated financial statements.
An auditor’s independence is fundamental to ensuring the accuracy of an audit of books and financial
statements. An audit committee, appointed to the Company’s supervisory board, supervises the financial
reporting process in the Company, in co-operation with the independent auditor, who participates in the
audit committee meetings. The audit committee oversees the financial reporting process in order to
ensure sustainability, transparency, and integrity of financial information. The audit committee includes
one member of the supervisory board who meets the independence criteria set out in the Best Practices
of WSE Listed Companies. The audit committee reports to the supervisory board.
Moreover, under Article 4a of the Act of 29 September 1994 on accounting and pursuant to Article 382
of the Commercial Companies Code, the duties of the supervisory board include ensuring that the
financial statements and the report of the Company’s operations meet the requirements of the law, and
the supervisory board carries out this duty, using the powers under the law and the articles of association
of the Company. This is yet another level of control exercised by an independent body to ensure the
accuracy and reliability of the information presented in the separate and consolidated financial
statements.
4. Shareholders who, directly or indirectly, have substantial shareholding,
including the number of shares held by them, the percentage share in the share
capital, and the number of votes attached to their shares in the overall number
of votes at the general meeting
The following table presents the Company’s shareholders, who had no less than 5% of votes at the
general meeting of GTC S.A. shareholders. The table is prepared based on information received directly
from the shareholders or subscription information, and presents shareholder structure as of the date of
31 December 2025 and the date of this report:
Shareholder
Number of
shares and
rights to the
shares held
(not in million)
% of
share
capital
Number of
votes
(not in
million)
% of
votes
Change in
number of
shares since 31
Dec. 2025
(not in million)
GTC Dutch Holdings B.V.
337,637,591
58.80%
337,637,591
58.80%
No change
GTC Holding Zártkörűen
Működő Részvénytársaság¹
21,891,289
3.81%
21,891,289
3.81%
No change
Allianz OFE
62,330,336
10.85%
62,330,336
10.85%
No change
OFE PZU Złota Jesień
54,808,287
9.54%
54,808,287
9.54%
No change
Other shareholders
97,587,619
17.00%
97,587,619
17.00%
No change
Total
574,255,122
100.00%
574,255,122
100.00%
No change
¹ Ultimate shareholder of GTC Dutch Holding B.V. and GTC Holding Zrt. is Optimum Venture Private Equity Funds, which
indirectly holds 359,528,880 shares of GTC S.A., entitling to 359,528,880 votes in the Company, representing 62.61% of the
Company’s share capital and carrying the right to 62.61% of the total number of votes in GTC S.A.
6
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
5. Holders of any securities that grant special rights of control, including a
description of such rights
There are no special rights of control that would be attached to any securities in Globe Trade Centre S.A.
6. Restrictions concerning the exercise of voting rights, such as restriction of the
exercise of voting rights by holders of any specific part or number of votes, time
restrictions concerning the exercise of voting rights or regulations whereunder,
with the co-operation of the Company, the equity rights related to the securities
are separate from holding securities
There are no restrictions applicable to the exercise of voting rights such as restriction of the exercise of
voting rights by holders of any specific part or number of shares, any time restrictions applicable to the
exercise of voting rights or regulations whereunder, with the co-operation of Globe Trade Centre S.A.,
the equity rights related to securities would be separate from holding securities.
7. Restrictions concerning the transfer of the ownership title to securities in Globe
Trade Centre S.A.
There are no limitations of transfer of ownership title to securities, except for those limitations that are
resulting from the general provisions of the law, in particular contractual limitations regarding the transfer
of the ownership rights to the securities issued by the Company.
8. Rules concerning the appointment and dismissal of management and the rights
thereof, specifically the right to make decisions concerning the issuance and
redemption of shares.
Pursuant to Art. 12 of the Company’s statute the management board consists of one to seven members,
appointed by the supervisory board for a three-year term.
Additionally, the supervisory board designates the president of the management board (CEO) and may
designate deputy thereof.
The management board of the Company is responsible for the Company’s day-to-day management and
for its representation in dealing with third parties. All issues related to the Company’s operations are in
the scope of activities of the management board unless they are specified as the competence of the
supervisory board or the general meeting by the provisions of applicable law or the articles of
association.
7
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Members of the management board participate, in particular, in general meetings and provide
answers to questions asked during general meetings. Moreover, members of the management board
invited to a supervisory board meeting by the chairman of the supervisory board participate in such
meeting, with a right of voice to express their opinion on issues on the agenda.
The general meeting takes decisions regarding the issuance or buying back of shares in the Company.
The competencies of the management board in the scope are limited to execution of any resolutions
adopted by the general meeting.
9. Overview of the procedure of amending the Company’s articles of association
A change to the Company’s articles of association requires a resolution of the general meeting and an
entry into the Court register. The general provisions of law and the articles of association govern the
procedure of adopting resolutions regarding changes to the articles of association.
10. The bylaws of the general meeting and its principal rights and description of
rights of shareholders and their exercise, in particular the rules resulting from
the bylaws of the general meeting, unless information on that scope results
directly from the provisions of law
The general meeting acts pursuant to the provisions of the Polish Commercial Companies Code and
the articles of association.
The general meeting adopts resolutions regarding, in particular, the following issues:
a) discussion and approval of reports of the management board and the financial
statements for the previous year,
b) decision about allocation of profits or covering of losses,
c) signing off for the performance of duties for the supervisory board and the management
board,
d) determination of the supervisory board remuneration,
e) changes to the articles of association of the Company,
g) increase or decrease in the share capital,
h) merger or transformation of the Company,
i) dissolution or liquidation of the Company,
j) issuance of convertible or priority bonds,
k) sale or lease of the Company and the establishment of a right of use or sale of the
Company’s enterprise,
8
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
l) all decisions regarding claims for damages upon the establishment of the Company, or
the performance of management or supervision.
A general meeting can be attended by persons who are shareholders of the Company sixteen days
before the date of the general meeting (the day of registration for participation in the general meeting).
A shareholder who is a natural person is entitled to participate in general meetings and execute voting
rights in person or through a proxy. A shareholder, which is a legal entity, is entitled to participate in
general meetings and execute voting rights through a person authorized to forward statements of will
on their behalf or through a proxy.
A power of attorney to attend a general meeting and exercise voting rights must be in written or
electronic form. For the purposes of identification of the shareholder who granted a power of attorney,
a notice on the granting of such power of attorney electronically should contain:
- if the shareholder is an individual, a copy of an identity card, passport or any other official
identification document confirming the identity of the shareholder; or
- if the shareholder is not an individual, a copy of an extract from a relevant register or any
other document confirming the authorization of the individual(s) to represent the shareholder
at the general meeting (e.g., an uninterrupted chain of powers of attorney).
The general meeting may be attended by members of the management board and supervisory board
(in a composition which allows for substantive answers to the questions asked during the general
meeting) and by the auditor of the Company, if the general meeting is held to discuss financial matters.
At the general meeting each participant is entitled to be elected the chairman of the general meeting,
and also nominate one person as a candidate for the position of chairman of the general meeting. Until
the election of the chairman, the general meeting may not take any decisions.
The chairman of the general meeting directs proceedings in accordance with the agreed agenda,
provisions of law, the articles of association, and, in particular: gives the floor to speakers, orders votes
and announces the results thereof. The chairman ensures efficient proceedings and respecting of the
rights and interests of all shareholders.
After the creation and signing of the attendance list, the chairman confirms that the general meeting has
been called in the correct manner and is authorized to pass resolutions.
The chairman of the general meeting closes the general meeting upon the exhausting of its agenda.
9
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
11. Personnel composition and changes in the previous business year and
description of the functioning of the management, supervisory, or administrative
bodies of the Company and its committees.
THE MANAGEMENT BOARD
Composition of the management board
As of 31 December 2025, the management board was composed of four members.
The following table presents the names, surnames, functions, dates of appointment, and dates of expiry
of the current term of the members of the management board as of 31 December 2025:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment
for the current
term
Last financial
year of service
as board
member
Antal Botond
Rencz
President of the
management board and
Chief Executive Officer
2025
2025
2028
Jacek Bagiński
Member of the management
board and Chief Finance
Officer
2025
2025
2028
Sebastian
Junghänel
Member of the management
board and Chief Operating
Officer
2025
2025
2028
Mihály Ország
Member of the management
board and Chief Corporate
Finance Officer
2025
2025
2028
Detailed description of changes in composition of the management board is presented under Item 1.4
of Management board’s report on the activities of Globe Trade Centre S.A. Capital Group in the financial
year ended 31 December 2025 and by the date of the report publication.
Description of operations of the management board
The management board runs the Company’s business in a transparent and efficient way pursuant to
the provisions of applicable law, its internal provisions, and the “Best Practices of WSE Listed
Companies”. When making decisions related to the Company’s business, the members of the
management board act within limits of justified business risk.
The President of the Management Board (CEO) jointly with any other member of the Management
Board, or any two members of the management board acting jointly are entitled to make
representations on the Company’s behalf.
All issues related to the management of the Company which are not specified by the provisions of
applicable law or the articles of association as competencies of the supervisory board or the general
meeting are within the scope of competence of the management board.
Members of the management board participate in sessions of the general meeting and provide
substantive answers to questions asked during the general meeting. Members of the management
board invited to a meeting of the supervisory board by the chairman of the supervisory board participate
in such meeting with the right to take the floor regarding issues on the agenda. Members of the
management board are required to, within their scope of competence and the scope necessary to settle
issues discussed by the supervisory board, submit explanations and information regarding the
Company’s business to the participants in a meeting of the supervisory board.
10
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The management board makes any decisions considered (by the management board) to be important
for the Company by passing resolutions at meetings thereof. Such resolutions are passed by a simple
majority.
Moreover, the management board may adopt resolutions in writing or via a manner enabling
instantaneous communication between the members of the management board by means of audio-
video communication (e.g. teleconferencing, videoconferencing, etc.).
THE SUPERVISORY BOARD
The composition of the supervisory board
As of 31 December 2025, the supervisory board comprised eleven members. The following table
presents the names, surnames, functions, dates of appointment, and dates of expiry of the current term
of the members of the supervisory board:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment
for the
current term
Last financial
year of
service as
board
member
Lapse of the
appointment
Zoltán Martonyi
Interim Chairman of the
supervisory board
Independent Member of
the supervisory board ¹
2025
2025
2028
2029
Ferenc Daróczi
Independent member of
the supervisory board ¹
2025
2025
2028
2029
Csaba Ember
Independent member of
the supervisory board ¹
2025
2025
2028
2029
Magdalena
Frąckowiak
Independent member of
the supervisory board ¹
2024
2024
2027
2028
László Gut
Member of the
supervisory board
2023
2023
2026
2027
István Hegedüs
Member of the
supervisory board
2025
2025
2028
2029
Dominik
Januszewski
Independent member of
the supervisory board ¹
2023
2023
2026
2027
Artur Kozieja
Shareholder Meeting
Delegate ²
Independent member of
the supervisory board ¹
2022
2022
2025
2026
Ferenc Minárik
Member of the
supervisory board*
2025
2025
2028
2029
Marcin Murawski
Member of the
supervisory board
2013
2022
2025
2026
Sarolta Várszegi
Independent member of
the supervisory board ¹
2025
2025
2028
2029
¹ conforms with the independence criteria listed in the Best Practices of WSE Listed Companies.
² conforms with the independence criteria listed in the articles of association of the Company
* Mr. Ferenc Minárik conformed with the independence criteria listed in the Best Practices of WSE Listed Companies until
25 January 2026. Mr Minárik resigned from the Board with effect from 17 March 2026
Detailed description of changes in composition of the management board and the supervisory board is
presented under Item 1.4 of Management board’s report on the activities of Globe Trade Centre S.A.
Capital Group in the financial year ended 31 December 2025 and by the date of the report publication.
11
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Description of the operations of the supervisory board
The supervisory board acts pursuant to the Polish Commercial Companies Code and also pursuant to
the articles of association of the Company and the supervisory board regulations dated 16 May 2017.
Pursuant to the Polish Commercial Companies Code, the supervisory board performs constant
supervision over activities of the enterprise. Within the scope of its supervisory activities, the supervisory
board may demand any information and documents regarding the Company’s business from the
management board.
Members of the supervisory board are required to take necessary steps to receive regular and full
information from the management board regarding material matters concerning the Company’s
business and risks involved in the business and the strategies of risk management. The supervisory
board may (while not infringing the competencies of other bodies of the Company) express their
opinion on all the issues related to the Company’s business, including forwarding motions and
proposals to the management board.
In addition to the matters defined in the Polish Commercial Companies Code or other applicable laws
the following are the competencies of the supervisory board:
a) the determination of remuneration (including commissions) for the members of the
Company's Management Board and representing the Company when executing agreements
with Management Board members and in any disputes with Management Board members;
b) granting consent to the Company or an entity controlled by it for entering into a related-party
transaction, in each case other than any intra-group transactions i.e. transactions between the
Company or an entity controlled by it with another entity controlled by the Company (the term
“control” and “related-party transaction” shall be understood as provided in International
Accounting Standard 24 (Related party disclosures));
c) granting consent for the Company or an entity controlled by it to execute a transaction (in the
form of a single legal act or a number of legal acts) resulting in the acquisition or disposal of
assets, or the creation of a liability, in excess of € 30 million, except for (i) scheduled or early
debt repayment; and (ii) hedging transactions in relation to such debt that have been approved
by the Supervisory Board under this point; for the avoidance of doubt, prior to entering into any
of the transactions referred above in this point c), in addition to the consent of the Supervisory
Board, the consent of the respective management bodies of the entity controlled by the
Company or the consent of the Management Board of the Company itself shall also be required,
as the case may be, in each case to the extent required by (a) the constitutional documents of
the entity controlled by the Company or this statute and (b) the respective legislation.
The supervisory board consists of five to twenty members, including the Chairman of the supervisory
board. Each shareholder who holds individually more than 5% of shares in the Company’s share capital
(the “Initial Threshold”) is entitled to appoint one supervisory board member. Shareholders are further
entitled to appoint one additional supervisory board member for each block of held shares constituting
5% of the Company’s share capital above the Initial Threshold. Supervisory board members are
appointed by a written notice of entitled shareholders given to the chairman of the general meeting at
the general meeting or outside the general meeting delivered to the management board along with a
written statement from the selected person that he/she agrees to be appointed to the supervisory board.
The number of supervisory board members is equal to the number of members appointed by the
entitled shareholders, increased by one shareholder meeting delegate, provided that in each case
such number may not be lower than five.
12
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Under the Company’s articles of association, the supervisory board should consist of at least two
members meeting the criteria of an independent member of the supervisory board as set out in the
corporate governance regulations included in the Best Practices of Warsaw Stock Exchange listed
Companies.
The chairman of the supervisory board calls meetings of the supervisory board. The chairman calls
meetings of the supervisory board at his or her own initiative or upon the request of a member of the
management board or a member of the supervisory board therefore. A meeting of the supervisory board
must take place within two weeks but no earlier than on the 3 (third) business day after the receipt of
such request by the Chairman of the Supervisory Board
Within the limits defined by law, the supervisory board may convene meetings both within the territory
of the Republic of Poland and abroad. Resolutions of the supervisory board shall be adopted at
supervisory board meetings, which may be held with the use of electronic communication to the fullest
extent permitted by applicable laws. Resolutions of the supervisory board may be adopted in writing or
by circulation to the fullest extent permitted by applicable laws, provided that all members are notified
about the content of such a resolution by electronic mail to the addresses provided by the supervisory
board members.
Unless the articles of association provide otherwise, resolutions of the supervisory board are adopted
by absolute majority of votes cast in the presence of at least five supervisory board members. In the
event of a tie, the Chairman has a casting vote.
Members of the supervisory board execute their rights and perform their duties in person. Members of
the supervisory board may participate in general meetings.
Moreover, within the performance of their duties, the supervisory board is required to:
a) once a year prepare and present to the general meeting a concise evaluation of the situation of
the Company, taking into account the evaluation of the internal control system and the
management system of risks that are important for the Company,
b) once a year prepare and present to the annual general meeting an evaluation of its own
performance,
c) discuss and issue opinions on matters which are to be subject of the resolutions of the general
meeting.
COMMITTEES OF THE SUPERVISORY BOARD
The supervisory board may appoint committees to investigate certain issues which are in the
competence of the supervisory board or to act as advisory and opinion bodies to the supervisory board.
AUDIT COMMITTEE
The supervisory board has appointed the Audit Committee, whose principal task is to make
administrative reviews, to exercise financial control, and to oversee financial reporting as well as internal
and external audit procedures at the Company and at the companies in its group.
In 2025, the Audit Committee met 8 times in total.
13
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
The following table presents the details on the Audit Committee members as of 31 December 2025:
Member
Function
Conforms with
independence
criteria
Knowledge and skills in
the field of accounting or
auditing of financial
statements
Knowledge and
skills in the real
estate
Dominik
Januszewski
Chairman of the
audit committee
Yes
Yes¹
Yes¹
Ferenc Daróczi
Member of the
audit committee
Yes
No²
Yes²
László Gut
Member of the
audit committee
No
Yes
3
Yes
3
Artur Kozieja
Member of the
audit committee
Yes
Yes
4
Yes
4
Marcin Murawski
Member of the
audit committee
No
Yes
5
Yes
5
Sarolta Várszegi
Member of the
audit committee
Yes
Yes
6
Yes
6
¹ Dominik Januszewski is a Polish Chartered Auditor. Mr. Januszewski is a Senior Advisor in the field of
management and finance with more than 25 years of experience in Ernst&Young and Artur Andersen.
Between 2005-2019 he worked as a Partner in Ernst&Young, responsible for business advisory,
transaction consulting, privatization projects, as well as financial audits. Between 2016 and 2019 was a
member of European Executive Boards of Ernst&Young Financial Sector Division. He was also
responsible for Strategic Consulting team of JLL, focusing on development and implementation of ESG
and energy optimization strategies for enterprises. He completed many professional trainings relating to
advisory and management. Dominik Januszewski graduated from University of Łódź, Economics and
Sociology Department, Finance and Banking Faculty.
² Mr. Ferenc Daróczi has over three decades of experience in construction, investment and real estate
development. He began his career with construction work in Germany and later contributed to the
development of the ECE ÁRKÁD shopping centres in Budapest, Pécs and Győr, before being appointed
Managing Director of HOCHTIEF Development Kft in 2008, associated with the Capital Square office
project in Budapest. Since 2013, he has managed a private investment and real estate development
company delivering industrial, logistics, office and residential projects across Hungary, totalling
hundreds of thousands of square metres, and also serves as Hungarian managing director for major
international real estate companies, including Allianz Eiffel Square Kft and Szervita Square Kft. He holds
an architecture degree from Ybl Miklós Technical University in Budapest and has been a member of
RICS since 2012.
3
László Gut graduated from the Faculty of Finance and Accountancy of the Budapest Business School
in 2014. Mr. Gut started his career as an auditor at Ernst & Young, gaining significant experience –
among others - in real estate and oil & gas industries. As an auditor, he observed the operation of listed
companies from close and participated in a number of management boards, audit committee and
supervisory board meetings. After 8 years, he decided to look for new challenges in his professional
career and joined Optima Investment Ltd. Since January 2022 he leads the financial department.
4
Artur Kozieja holds an MBA from the Wharton School of the University of Pennsylvania (USA) and is
a graduate of the Diplomatic Academy in Beijing (China). Artur Kozieja, the founder of the Europlan
group, is an experienced investor and investment banker who, between 1995 and 2017, worked as a
senior executive at Credit Suisse, Morgan Stanley and Barclays Capital in London, where he was
responsible for M&A transactions and the raising of capital for corporations, banks and countries in
Central and Eastern Europe. In addition, as a partner in a family hotel business started in 1983, he also
developed hotel projects in Lower Silesia in Poland. Since 2017, as part of the Europlan group, he has
been carrying out hotel investments in Poland, where he has opened, among other things, the Lake Hill
14
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
Resort & Spa hotel complex in the Karkonosze Mountains and the Metropolo by Golden Tulip hotel in
Cracow, and is currently preparing several hotel projects in cooperation with international hotel chains.
5
Marcin Murawski graduated from the Faculty of Management of Warsaw University in 1997. He has
also the following certificates: ACCA, ACCA Practicing Certificate, KIBR entitlement, CIA. Since 2012
he has been a member of the supervisory board of CCC S.A. Between 2005 and 2012 Mr. Murawski
was a director of the internal audit and inspection department at WARTA Group and secretary of the
audit committee at TUIR WARTA S.A. and TUNŻ WARTA S.A. Between 1997 and 2005 he worked at
PricewaterhouseCoopers Sp. z o.o., as manager of the audit department (2002-2005), senior assistant
in the audit department (1999-2001), assistant in the audit department (1997-1999).
6
Dr. Sarolta Várszegi is an attorney-at-law holding an LL.M. from University College London (UCL) and
the Certified European Financial Analyst (CEFA) designation, with 20 years of experience in advising
corporate clients on corporate law, mergers and acquisitions, corporate restructurings, as well as capital
markets transactions involving debt instruments and shares, stock exchange listings, and corporate
governance. She started her practice in the Budapest offices of international law firms such as Clifford
Chance and White & Case. Before establishing Várszegi Law Firm, she held the position of manager,
and subsequently associate partner at EY, co-heading the legal service line and managing complex
projects. Dr. Sarolta Várszegi is a member of the Issuers Committee of the Budapest Stock Exchange.
REMUNERATION COMMITTEE
The supervisory board has appointed the Remuneration Committee of the supervisory board, which has
no decision-making authority and which is responsible for making recommendations to the supervisory
board with respect to the remuneration of the members of the management board and the policies for
setting such remuneration.
In 2025, the Remuneration Committee met 13 times in total.
The following table presents the details on the Remuneration Committee members as of 31 December
2025:
Member
Function
Zoltán Martonyi
Chairman of the remuneration committee
Ferenc Daróczi
Member of the remuneration committee
Magdalena Frąckowiak
Member of the remuneration committee
László Gut
Member of the remuneration committee
Artur Kozieja
Member of the remuneration committee
Marcin Murawski
Member of the remuneration committee
12. Audit partner
The recommendation to select the audit firm to audit the financial statements met all the biding legal
conditions required in the procedure for selection of the audit firm to audit the financial statements.
The audit firm selected to audit financial statements provide also other services for the Company in
2025, including review of the remuneration report.
15
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
RULES FOR SELECTION OF AN INDEPENDENT AUDITOR WITHIN AN AUDIT FIRM TO AUDIT
GTC S.A.’S FINANCIAL STATEMENTS, AS WELL AS THE RULES FOR CONDUCTING
AUTHORISED NON-AUDIT SERVICES BY THE AUDIT FIRM.
On 15 November 2022, the supervisory board of GTC approved the rules for the selection of an
independent auditor according to the Act on Registered Auditors which were adopted by the Audit
Committee of the Company on 15 November 2022.
The selection of an audit firm to audit and review the financial statements of the Company is the
responsibility of the supervisory board. Decisions are taken in the form of an official resolution of the
supervisory board, taking into account the prior recommendations of the Audit Committee.
The Audit Committee assesses the independence of the statutory auditor and consents to the
provision of authorised non-audit services to the Company. The consent can be expressed after the
assessment of the independence of the statutory auditor and after obtaining from the statutory auditor
a confirmation that the provision of authorised non-audit services will be carried out in accordance
with the independence requirements laid down for such services in the rules of professional ethics
and standards of performing such services.
The main assumptions of the policy for selecting an audit firm for the purpose of conducting an audit:
1. the Company's supervisory board selects an audit firm to audit the financial statements.
based on the prior recommendation of the Audit Committee of the supervisory board. The
selection decision is taken in the form of a resolution of the supervisory board.
2. the Audit Committee, in its recommendation, shall:
• recommend a preferred audit firm along with a justification of the preference of the Audit
Committee;
• state that the recommendation is free from third-party influence;
• state that the Company has not entered into any agreements containing clauses that
restrict the ability of the supervisory board to select an audit firm for the purposes of the
audit of the Company's financial statements to certain categories or lists of audit firms;
and
• indicate the proposed remuneration for conducting the audit.
3. in the event that the selection conducted by the Audit Committee does not refer to the
prolongation of the agreement for the purpose of the audit of the Company’s financial
statements, the recommendation of the Audit Committee must contain at least two options
for the selection of an audit firm, along with justifications as well as an explanation of the
reasons of the Audit Committee’s preferred option.
4. the Audit Committee shall cooperate with the Company’s management board in obtaining,
analysing and evaluating the audit offers, and will be assisted by the management board in
drafting the respective recommendation.
5. in the course of the selection procedure, the supervisory board and the Audit Committee
shall consider:
• the principles of impartiality and independence of the audit firm. This shall include an
analysis of other work carried out by the audit firm in the Company that extends beyond
the scope of the auditing of the financial statements in order to avoid any conflict of
interest;
16
All the financial data in this Report is presented in € or PLN and expressed in million unless indicated otherwise
• the experience and track record of the audit team in auditing financial statements of
similar companies, its competencies and financial criteria;
• the maximum allowed duration of continuous engagements of statutory audits carried
out by the same audit firm under any applicable law;
• the proposed remuneration for the audit;
• the assessment of the relation between the criteria specified in points 2 and 3 above
and
• the assessment of the findings and conclusions of the annual report of the Polish Audit
Supervision Agency (PANA).
13. Diversity policy in terms of the management, supervisory, or administrative
bodies of the Company.
The strategic objective of our diversity policy is to recruit and retain such workforce as to ensure
delivery of the GTC Group’s business objectives. The priority of diversity policy is to build a sense of
trust between the management and other employees, and to treat everyone fairly regardless of their
position.
The Company’s diversity policy is centered on respecting the employees as an element of diversity-
oriented culture regardless of gender, age, education and cultural heritage. It includes integrating
employees in their workplace and ensuring that all employees are treated equally at work. The Company
supports various social initiatives, which promote equal opportunities. Additionally, the Company joins
charitable activities initiated by the employees. The principles of equal treatment at the workplace have
been reflected in the company’s bylaws, which are available to all employees. The Company values its
enriched diversity policy in pursuing its goals.
GTC believes that people from different backgrounds can bring fresh ideas, thinking and approaches
which make the way work is undertaken more effective and efficient.
GTC does not tolerate direct or indirect discrimination against any person on grounds of age, disability,
gender, gender reassignment, marriage, civil partnership, pregnancy, maternity, race, religion or belief,
or sexual orientation whether in the field of recruitment, terms and conditions of employment,
remuneration, career progression, training, transfer or dismissal.
We provide equal opportunity to all who apply for vacancies through open competition and select
candidates only on the basis of their ability, qualifications and suitability for the work, by using a clear
and open process.
1
MANAGEMENT BOARD'S REPRESENTATIONS
Pursuant to the requirements of the Regulation of the Council of Ministers of 10 June 2025 on ongoing
and periodical information reported by issuers of securities and conditions of recognizing as equivalent
information required by the law of a country not being a member state the Management Board of Globe
Trade Centre S.A. represented by:
Botond Rencz, President of the Management Board
Jacek Bagiński, Member of the Management Board
Sebastian Junghänel, Member of the Management Board
Mihály Ország, Member of the Management Board
hereby represents that:
- to the best of its knowledge the consolidated financial statements for year ended 31 December 2025
and the comparable data were prepared in accordance with the prevailing accounting principles, and
they truly, reliably, and clearly reflect the asset and financial standing of the Group and its financial
result in all material respects, and the annual Management Board’s activity report contains a reliable
image of the Group's development and profitability of operations and its standing, as well as the entities
included in the consolidation treated as a whole, including the description of basic risks and
uncertainties;
- the entity authorized to audit the financial statements, which has audited the consolidated financial
statements, was selected in accordance with the regulations of law. That entity as well as the auditor
who has carried out the audit fulfilled the conditions for expressing an unbiased and independent
opinion about the audit pursuant to relevant provisions of the national law and industry norms.
Warsaw, 29 April 2026
Botond Rencz
President of the
Management Board
Jacek Bagiński
Member of the
Management Board
Sebastian Junghänel
Member of the
Management Board
Mihály Ország
Member of the
Management Board
1
INFORMATION OF THE GLOBE TRADE CENTRE S.A. PREPARED ON THE BASIS OF THE
SUPERVISORY BOARD’S STATEMENT ON APPOINTMENT OF THE AUDIT COMPANY FOR THE
AUDIT OF THE YEARLY FINANCIAL STATEMENTS
(pursuant with § 72 section 1 item 7 and § 73 section 1 item 6 of the Regulation of the Ministry of
Finance dated 10 June 2025 in respect of the current and periodical information given by the
securities issuers and the conditions of recognizing as equal the information demanded by the national
lawful regulation of a country which does not hold the membership in European Union)
The Management Board of the Globe Trade Centre S.A. („Company”), on the basis of statement of the
Supervisory Board of the Company on appointment of the audit company for audit of the yearly financial
statements dated 9 February 2022 hereby informs that the selection of an auditor to audit yearly
consolidated and standalone financial statements for the year 2025 was performed due to the binding
laws and within the relevant internal regulations of Globe Trade Centre S.A. related to the selection
policy of the audit company.
The Management Board informs that:
─ audit company and members of the audit team performing audit of yearly consolidated and standalone
financial statements for the financial year ended 31 December 2025 have met the criteria to prepare
impartial and independent report on the yearly financial statements assessment due to the binding laws,
standards of profession and professional ethics;
─ the Company conforms with the rules of binding law regarding rotation of the audit company and key
chartered auditor and obligatory grace periods;
─ the Company has the policy for selecting an audit company for the purpose of conducting an audit
and the policy for conducting authorised non-audit services for the benefit of the security issues by the
audit company, entity connected with this audit company or member of its affiliate conducting non-audit
services including services conditionally dismissed from the prohibition of performing services by the
audit company.
Warsaw, 29 April 2026
Botond Rencz
President of the
Management Board
Jacek Bagiński
Member of the
Management Board
Sebastian Junghänel
Member of the
Management Board
Mihály Ország
Member of the
Management Board
1
STATEMENT OF THE SUPERVISORY BOARD OF GLOBE TRADE CENTRE S.A. IN THE MATTER
OF APPOINTMENT, COMPOSITION AND FUNCTIONING
OF AUDIT COMMITTEE
(pursuant with the § 72 section 1 item 8 and § 73 section 1 item 8 of the Regulation of the Ministry of
Finance dated 10 June 2025 in respect of the current and periodical information given by the
securities issuers and the conditions of recognizing as equal the information demanded by the national
lawful regulation of a country which does not hold the membership in European Union)
The Supervisory Board states that within Globe Trade Centre S.A.:
a) the rules on appointment, composition and functioning of audit committee are fulfilled, including
meeting criteria of independence by its members and standards of having sufficient knowledge
and skills in area of industry of operations of the issuer and accounting standards and the rules
for audit of financial statements,
b) the audit committee has acted in accordance with the binding provisions of law reserved for the
audit committee
c) the audit committee performed the tasks of the audit committee provided for in the applicable
laws.
Warsaw, 29 April 2026
Zoltán Martonyi
Chairman of the Supervisory Board
1
STATEMENT OF THE SUPERVISORY BOARD
OF GLOBE TRADE CENTRE S.A. IN THE MATTER OF ASSESSMENT OF THE REPORT ON
ACTIVITIES OF THE ISSUER AND FINANCIAL STATEMENTS AND ITS COMPLIANCE WITH THE
BOOKS, DOCUMENTS AND STATE OF FACTS
(pursuant with the § 72 section 1 item 16 and § 73 section 1 item 14 of the Regulation of the Ministry
of Finance dated 10 June 2025 in respect of the current and periodical information given by the
securities issuers and the conditions of recognizing as equal the information demanded by the national
lawful regulation of a country which does not hold the membership in European Union)
The Supervisory Board, as the supervising body of Globe Trade Centre S.A. (“Company” or “GTC”) has
made assessment of the report on activities of the issuer and financial statements of the issuer in the
aspect of its compliance with the books, documents and state of facts. In particular the Supervisory
Board has assessed:
- reports on issuer’s and the issuer’s capital group activity for year 2025,
- standalone financial statements of the issues for year 2025,
- consolidated financial statements of the capital group of the issuer for the year 2025.
The Supervisory Board in the effect of the performed assessment has stated that report on the
Company’s activities and report on activities of the Company’s capital group for the year 2025 remains
compliant in all material aspects with article 49 and 55 section 2a of Accounting Act and in the Regulation
of the Ministry of Finance dated 10 June 2025 in respect of the current and periodical information given
by the securities issuers and the conditions of recognizing as equal the information demanded by the
national lawful regulation of a country which does not hold the membership in European Union and the
information contained therein remains in compliance with the audited by certified auditor standalone and
consolidated financial statements of the Company and the Company’s capital group for the year 2025.
The Supervisory Board assesses that the presented by the Management Board of the Company
standalone and consolidated financial statements of the Company and the Company’s capital group for
the year 2025 and report on activities of the Company and the Company’s capital group for the year
2025 comply with the books, records, documents and the actual state of facts.
The Supervisory Board has made a positive assessment of the standalone financial statements for the
financial year 2025 and the report on activities of the Company and the Company’s capital group for the
year 2025 based on:
- review of the content of the above statements, submitted by the Company’s Management Board;
- discussion with the Management Board regarding key assumptions, judgements and accounting
policies used when prepering the financial statements and management report
- draft of the report of the independent certified auditor i.e. PricewaterhouseCoopers Polska spółka z
ograniczoną odpowiedzialnością Audyt sp.k., with its registered office in Warsaw made upon audit of
the standalone financial statements of the Company and consolidated financial statements of the
Company’s capital group prepared as at 31st December 2025 as well as a draft of an additional report
prepared for Audit Committee on the basis of article 11 Regulation (EU) No 537/2014 of the European
Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of
public-interest entities, derogating the EU Commission Decision no. 2005/909 and according to the rules
of Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision;
- meetings with the audit firm representatives, including the key certified auditor;
- information from Audit Committee regarding the process of financial statements preparation and
external audit ;
2
- results of other analysis and discussions in selected operational and financial areas.
Warsaw, 29 April 2026
Zoltán Martonyi
Chairman of the Supervisory Board
