AGM Information • May 29, 2024
AGM Information
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Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on the election of the Chairman of the General Meeting
Pursuant to Article 409 § 1 of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company resolves to appoint the Chairman of the Meeting in the person of [ ].
This resolution comes into force on the date of its adoption.
The Annual General Meeting of the Shareholders of the Company adopts the following agenda:
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on the consideration and approval of the Company's financial statements for the financial year 2023 and the Management Board's report on the Company's activities in the financial year 2023
Pursuant to Articles 393(1) and 395 § 2(1) of the Commercial Companies Code and Article 53(1) of the Accounting Act dated 29 September 1994 as amended, the Annual General Meeting of the Shareholders of the Company, having reviewed and considered the opinion of the Supervisory Board of the Company, approves the financial statements of the Company for the financial year 2023 including the separate statement regarding the financial position of the Company as at 31 December 2023, the separate income statement, the separate statement on comprehensive income, the separate statement on changes in equity, the separate statement on changes in cash flows and the accounting principles (policy) and additional notes, and approves the report of the Company's Management Board regarding the Company's activities in the financial year 2023.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2023
on the consideration and approval of the consolidated financial statements of the Company's Capital Group for the financial year 2023 and the report of the Company's Management Board on the activities of the Company's Capital Group in the financial year 2023
Pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c (4) of the Accounting Act of 29 September 1994, the Annual General Meeting of the Shareholders of the Company, having reviewed the consolidated financial statements of the Company's Capital Group for the financial year 2023 and the report of the Company's Management Board on the activities of the Company's Capital Group in the financial year 2023, approves the consolidated financial statements of the Company's Capital Group for the financial year 2023 and the report of the Company's Management Board on the activities of the Company's Capital Group in the financial year 2023.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
Pursuant to Article 395 § 2(2) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company resolves on the distribution of profit in an amount equivalent to:
shall be distributed to the Company's shareholders in the form of a dividend, as set out in §2 - §3 below.
The shareholders of record as of 30 August 2024 (the dividend record date) will be entitled to receive the dividend indicated above. The dividend shall be payable in cash. The dividend payment date shall be 27 September 2024.
The dividend to be paid out by the Company shall amount to PLN 0,22 groszy (in words: twenty two groszy) per share.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Mr Zoltán Fekete - President of the Company's Management Board for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the President of the Company's Management Board, Mr Zoltán Fekete, for the period from 1 January 2023 to 31 August 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Ariel Alejandro Ferstman - a member of the Company's Management Board for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mr Ariel Alejandro Ferstman for the period from 1 January 2023 to 25 April 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Janos Gardai - a member of the Company's Management Board for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mr Janos Gardai from 1 January 2023 to 31 August 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Barbara Sikora - a member of the Company's Management Board for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mrs. Barbara Sikora, for the period from 1 May 2023 to 31 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Gyula Nagy - President of the Company's Management Board for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the President of the Company's Management Board, Mr Gyula Nagy, for the period from 31 August 2023 to 31 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Zsolt Farkas - a member of the Company's Management Board for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mr Zsolt Farkas for the period from 31 August 2023 to 31 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by János Bartha - a Member of the Supervisory Board and Chairman of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Chairman of the Company's Supervisory Board, Mr János Bartha for the financial year 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Mariusz Grendowicz - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Mariusz Grendowicz, for the financial year 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Marcin Murawski - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Marcin Murawski, for the financial year 2023.
This resolution comes into force on the date of its adoption.
§ 3.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Gyula Nagy - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Gyula Nagy, for the period from 1 January 2023 to 24 August 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Bruno Vannini - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Bruno Vannini for the period from 1 January 2023 to 15 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Artur Kozieja - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Artur Kozieja, for the financial year 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Bálint Szécsényi - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Bálint Szécsényi (Bálint Szécsényi) for the financial year 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Lórant Dudas - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Lórant Dudas for the performance of his duties for the financial year 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Balázs Figura - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Balázs Figura for the financial year 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Lászlo Gut - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Lászlo Gut for the period from 24 August 2023 to 31 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Sławomir Niemierka - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Sławomir Niemierka for the period from 2 January 2023 to 31 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on granting approval for the fulfilment of duties performed by Dominik Januszewski - a Member of the Supervisory Board of the Company for the financial year 2023
Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Dominik Januszewski for the period from 16 May 2023 to 31 December 2023.
This resolution comes into force on the date of its adoption.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on the opinion of the General Meeting of Shareholders of the Company on the report regarding the remuneration of the members of the Management Board and the Supervisory Board of the Company for the year 2023
The Annual General Meeting of the Shareholders of the Company, acting on the basis of Article 90g (6) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies, and Article 395 § 2¹ of the Commercial Companies Code, following a review of the report regarding the remuneration of the Members of the Management Board and Supervisory Board of the Company prepared by the Supervisory Board of the Company for the year 2023 (hereinafter: the "Report"), which was also reviewed by a certified auditor - PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością sp.k, issues a positive opinion on the content of the Report.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on the appointment of the Chairman of the Supervisory Board
The Annual General Meeting of the Shareholders of the Company, acting on the basis of Article 385 §1 of the Commercial Companies Code and Article 9 paragraph 3 of the Company's Articles of Association, hereby Appoints Mr. [_] as a Chairman of the Supervisory Board of the Company.
Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024
on the repeal of the current Supervisory Board by-laws and adoption of new text of the Supervisory Board by-laws
The Annual General Meeting of the Shareholders of the Company, acting on the basis of Article 11 Section 9 of the Company's Articles of Association, repeals the current bylaws of the Company's Supervisory Board and adopts the new wording of the Supervisory Board bylaws, which reads as follows:
The following terms used in these Rules shall mean:
| Shareholders: | the shareholders of the Company. |
|---|---|
| Shareholders' Meeting Delegate: |
an Independent Member appointed by a resolution of the General Meeting in accordance with the Statute. |
| Best Practice for WSE Listed Companies: |
the Best Practice for WSE Listed Companies 2021 adopted by Resolution No. 13/1834/2021 of the Supervisory Board of the Warsaw Stock Exchange S.A. of 29 March 2021 on the adoption of the "Best Practice for WSE Listed Companies 2021" or the document that supersedes it. |
| Commercial Companies Code: |
the Act of 15 September 2000 – the Commercial Companies Code (as amended). |
| Independence Criteria: | the independence requirements set out for independent audit committee members in generally applicable legislation, i.e. the Polish Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision, as amended, or an Act that supersedes it. |
| Independent Member: | a member of the Supervisory Board who fulfils the Independence Criteria. |
| Supervisory Board: | the Supervisory Board of the Company appointed in accordance with the Statute. |
| Company: | Globe Trade Centre Spółka Akcyjna, with its registered office in Warsaw. |
| Statute: | the statute of the Company. |
| General Meeting: | an ordinary or extraordinary general meeting of the Shareholders convened in accordance with the Statute or the Commercial Companies Code. |
| Management Board: | the management board of the Company appointed in accordance with the Statute. |
The Supervisory Board shall operate pursuant to the provisions of the Commercial Companies Code, the Statute, the resolutions of the General Meeting, and these Rules, taking into account the Best Practices for WSE Listed Companies, with the exception of the practices in respect to which the Management Board has made a declaration of their nonapplication.
These Rules specify the organisation of and the manner in which the Supervisory Board performs its activities.
The composition and procedure for appointing and dismissing members of the Supervisory Board are specified in the Statute.
1. The Supervisory Board exercises constant supervision over the Company's activities in all areas of its operation. The scope of competences of the Supervisory Board is specified under Article 10 of the Statute.
The Supervisory Board shall conduct its operations, in particular hold its meetings and adopt resolutions during its meetings, in the manner specified in Article 11 of the Statute.
1. The work of the Supervisory Board is managed by the Chairman of the Supervisory Board, who is responsible for duly organising the work of the Supervisory Board and, in particular, for convening the meetings of the Supervisory Board in accordance with the provisions of § 5 below. The procedure for the appointment of the Chairman of the Supervisory Board is set out in Article 9(3) of the Statute.
Within the Supervisory Board, an Audit Committee and a Remuneration Committee are appointed. The Supervisory Board may appoint other standing or ad hoc committees consisting of members of the Supervisory Board to perform specific supervisory activities
1. Meetings of the Supervisory Board are convened by the Chairman of the Supervisory Board or a person authorised by the Chairman, on their own initiative or at the Chairman's request, as necessary, but at least once in each quarter of each financial year, subject to Article 11(3) of the Statute.
The members of the Supervisory Board of the Company and the Management Board of the Company are entitled to request a meeting of the Supervisory Board.
A request to convene a meeting of the Supervisory Board should be submitted to the Chairman of the Supervisory Board or a person authorised by the Chairman and must include the proposed agenda.
The Chairman of the Supervisory Board shall notify the other members of the Supervisory Board and any guests invited by the Supervisory Board of:
by post, courier or email to the addresses given by the members of the Supervisory Board.
1. At the meetings of the Supervisory Board, items on the agenda shall be discussed. During a meeting, the Supervisory Board may also adopt resolutions on items not included in the proposed agenda, if none of the Supervisory Board Members participating in the meeting objects to such adoptions.
The Supervisory Board may also hold meetings without formally convening them if all of the members of the Supervisory Board agree and do not object to the inclusion of individual items on the agenda.
Meetings of the Supervisory Board shall be chaired by the Chairman of the Supervisory Board or, in the Chairman's absence, by one of the members of the Supervisory Board indicated by the members present at the meeting.
Each member of the Supervisory Board shall have only one vote. Subject to the provisions of Article 11(5) of the Statute, in the event of an equal number of votes cast, the Chairman of the Supervisory Board shall have the casting vote.
Subject to point 6 below, the votes of the Supervisory Board shall be cast in an open ballot.
Resolutions on personnel matters, including resolutions on the remuneration of the members of the Management Board, will be adopted by secret ballot.
Minutes will be taken of every meeting of the Supervisory Board at which any resolutions are passed.
The minutes shall include the agenda, the names of the members of the Supervisory Board participating in the vote, and the number of votes cast in favour of and against the respective resolutions. The minutes shall also indicate any dissenting opinion of a member of the Supervisory Board together with a possible justification thereof.
The minutes shall be signed by at least the member of the Supervisory Board chairing the meeting or managing the vote, provided that if the minutes include resolutions that require a vote in favour of such resolutions by the Shareholders' Meeting Delegate, the minutes shall also be signed by the Shareholders' Meeting Delegate.
The minutes, together with the resolutions, shall be kept at the Company's registered office.
The Audit Committee operates within the Supervisory Board. The organisation and operating principles of the Audit Committee are specified in the Rules of the Audit Committee adopted by the Supervisory Board. Any amendments to the Rules of the Audit Committee require a resolution of the Supervisory Board to be effective.
1. The Supervisory Board members, together with other participants of Supervisory Board meetings, are required, to the extent permissible by law, to keep confidential any matter that is a subject of a Supervisory Board meeting. 2. A member of the Supervisory Board may not disclose the Company's secrets, even after the expiry of their mandate.
Any amendments to these Rules shall be introduced according to the procedure for adopting the Rules as set out in the Statute."
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