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GTC - Globe Trade Centre S.A. Interim / Quarterly Report 2018

May 21, 2018

5627_rns_2018-05-21_1475174e-f153-4440-9c6c-d8cca1c37db9.pdf

Interim / Quarterly Report

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CONSOLIDATED QUARTERLY REPORT OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2018

Place and date of publication: Warsaw, 21 May 2018

MANAGEMENT BOARD'S REPORT ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE-MONTH PERIOD ENDED 31 MARCH 2018

Table of content

Item 1. Introduction 4
Item 2. Selected financial data 6
Item 3. Presentation of the Group 7
Item 3.1. General information about the Group 7
Item 3.2. Structure of the Group 8
Item 3.3. Changes to the principal rules of the management of the Company and the Group 8
Item 4. Main events of the first quarter of 2018 8
Item 5. Operating and financial review 9
Item 5.1. General factors affecting operating and financial results 9
Item 5.2. Specific factors affecting financial and operating results 11
Item 5.3.Presentation of differences between achieved financial results and published forecasts 12
Item 5. 4. Statement of financial position 12
Item 5.4.1. Key items of the statement of financial position 12
Item 5.4.2. Financial position as of 31 March 2018 compared to 31 December 2017 13
Item 5.5. Consolidated income statement 14
Item 5.5.1. Key items of the consolidated income statement 14
Item 5.5.2. Comparison of financial results for the three-month period ended 31 March 2018 with the result
for the corresponding period of 2017 16
tem 5. 6. Consolidated cash flow statement 18
Item 5.6.1. Key items from consolidated cash flow statement 18
Item 5.7. Future liquidity and capital resources 20
Item 6. Information on loans granted with a particular emphasis on related entities 20
Item 7. Information on granted and received guarantees with a particular emphasis on guarantees granted to related
entities
21
Item 8. Shareholders who, directly or indirectly, have substantial shareholding 21
Item 9. Shares in GTC held by members of the Management Board and the Supervisory Board 21
Item 10. Material transactions with related parties concluded on terms other than market terms 22
Item 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries the total
value of the liabilities or claims of which amount to at least 10% of the Group's equity 23

Item 1. Introduction

The GTC Group is a leading real estate investor and developer focusing on Poland and four capital cities in Eastern and Southern Europe - Belgrade, Budapest, Bucharest, Zagreb and Sofia. The Group was established in 1994.

The Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development and (iv) residential project and landbank.

Since its establishment and as at 31 March 2018 the Group has: (i) developed 1.1 million sq. m of gross commercial space and over 300 thousand sq. m of residential space; (ii) sold over 500 thousand sq. m of gross commercial space in completed commercial properties and approximately 300 thousand sq. m of residential space; and (iii) acquired approximately 112 thousand sq. m of commercial space in completed commercial properties. Additionally GTC Group developed and sold over 100 thousand sq. m of commercial space and approximately 76 thousand sq. m of residential space through its associates in Czech Republic.

As of 31 March 2018, the Group`s property portfolio comprised the following properties:

  • 39 completed commercial buildings, including 36 office buildings and three retail properties with a total combined commercial space of approximately 643 thousand sq. m of GLA, of which the Group's proportional interest amounts to approximately 632 thousand sq. m of GLA;
  • five commercial projects under construction, including four office projects and one retail project with total GLA of approximately 106 thousand sq. m, of which the Group's proportional interest amounts to 106 thousand sq. m of GLA;
  • commercial landbank designated for future development; and
  • residential landbank.

As of 31 March 2018, the book value of the Group's portfolio amounts to €1,980,640 with: (i) the Group's completed commercial properties account for 86% thereof; (ii) commercial properties under construction – 7%; (iii) a commercial landbank intended for future development – 7%; (iv) residential projects and landbank account for 1%. Based on the Group's assessment approximately 98% of the portfolio is core and remaining 2% is non-core assets, including non-core landplots and residential projects.

Additionally, the Group manages third party assets in Warsaw and Katowice.

The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in mWIG 40 and the Dow Jones STOXX Eastern Europe 300.

The Group's headquarters are located in Warsaw, at 17 Stycznia 45A.

In the Management Board's report references to the Company or GTC are to Globe Trade Centre S.A. and all references to the Group or the GTC Group are references to Globe Trade Centre S.A. and its consolidated subsidiaries. Expressions such as: "Shares" relate 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 and are marked under the ISIN PLGTC0000037 code; "Bonds" refers to the bonds issued by Globe Trade Centre S.A. and introduced to alternative trading market and marked with the ISIN codes PLGTC0000144, PLGTC0000177, PLGTC0000219 PLGTC0000227, PLGTC0000235, PLGTC0000243, PLGTC0000268 and PLGTC0000276; "the Report" refers to the consolidated quarterly report prepared pursuant to art. 66 of the Decree of the Finance Minister of 29 March 2018 on current and periodical information published by issuers of securities and conditions of qualifying as equivalent the information required by the provisions of law of a country not being a member state; "CEE" refers to the group of countries that are within the region of Central and Eastern Europe (Hungary, Poland); "SEE" refers 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" refer to the metric of the area of a given property as indicated by the real property appraisal experts for the purposes of the preparation of the relevant real property valuations. With respect to commercial properties, net leasable (rentable) area is all the 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" refer to the metric of the all the leasable area of a property multiplied by add-on-factor; "Commercial properties" refer to properties with respect to which GTC Group derives revenue from rent and includes both office and retail properties; FFO", "FFO I" is profit before tax less tax paid, after adjusting for non-cash transactions (such as fair value or real estate re-measurement, share base payment provision and unpaid financial expenses) and one off items (such as FX differences and residential activity); "EPRA NAV" is total equity less non-controlling interest, less: deferred tax liability related to real estate assets and derivatives at fair value; "EBITDA" is earning before fair value adjustments, interest, tax, depreciation and amortization; "EUR", "€" or "euro" refers 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" refers to the lawful currency of Poland; "JSE" refers to the Johannesburg Stock Exchange.

Presentation of financial information

Unless indicated otherwise, the financial information presented in this Report was prepared pursuant to International Financial Reporting Standards ("IFRS") as approved for use in the European Union.

All the financial data in this Report is presented in euro and expressed in thousands unless indicated otherwise.

Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures show as totals in this Report may not be exact arithmetic aggregations of the figures that precede them.

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, forwardlooking 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 the date of this Report.

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 important risk factors that could cause its actual results to differ materially from its expectations under Item 5. "Operating and financial review", and elsewhere in this Report and under Item 3. "Key risk factors" in Management Board's report on the activities of Globe Trade Centre S.A. Capital Group in the financial year ended 31 December 2017. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on behalf of the Group. When the Group indicates that an event, condition or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation and results of operations.

Item 2. Selected financial data

The following tables present the Group's selected historical financial data for the financial year ended 31 March 2018 and 2017. The historical financial data should be read in conjunction with Item 5. "Operating and Financial Review" and the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2018 (including the notes thereto). The Group has derived the financial data presented in accordance with IFRS from the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2018.

Selected financial data presented in PLN is derived from the consolidated financial statements for the three-month period ended 31 March 2018 presented in accordance with IFRS and prepared in the Polish language and in Polish zloty as a presentation currency.

The reader is advised not to view such conversions as a representation that such zloty amounts actually represent such euro amounts, or could be or could have been converted into euro at the rates indicated or at any other rate.

For the three-month period ended
31 March
2018 2017
(in thousands) PLN PLN
Consolidated Income Statement
Revenue from rental activity 35,855 149,913 29,788 128,806
Residential revenue 3,615 15,115 442 1,911
Service costs (9,007) (37,659) (7,946) (34,359)
Residential costs (2,979) (12,455) (379) (1,639)
Gross margin from operations 27,484 114,914 21 905 94,719
Selling expenses (475) (1,986) (453) (1,959)
Administrative expenses (1,398) (5,845) (2,642) (11,424)
Profit/(loss) from revaluation/impairment of assets,
net
12,534 52,749 24,424 103,064
Share of profit/(loss) in associates - - 184 796
Financial income/(expense), net (7,088) (29,636) (6,490) (28,063)
Net profit / (loss) 24,309 101,917 32,095 136,310
Basic and diluted earnings per share (not in
thousands)
0.05 0.21 0.07 0.30
Weighted average number of issued ordinary
shares (not in thousands)
470,303,504 470,303,504 460,216,478 460,216,478
Consolidated Cash Flow Statement
Net cash from operating activities 21,206 88,667 19,973 86,366
Net cash used in investing activities (12,646) (52,872) (34,007) (150,189)
Net cash from/(used in) financing activities 25,966 108,565 19,956 86,291
Cash and cash equivalents at the end of the period 183,135 770,724 157,260 663,606
As of 31 March 2018 As of 31 December 2017
EUR PLN EUR PLN
Consolidated statement of financial position
Investment property 1,828,902 7,696,934 1,797,583 7,497,539
Investment property landbank 132,286 556,726 139,258 580,831
Residential landbank and inventory 13,568 57,101 16,453 68,624
Assets held for sale 5,884 24,763 4,336 18,085
Cash and cash equivalents 183,135 770,724 148,746 620,405
Others 78,966 332,329 76,233 317,961
Total assets 2,242,741 9,438,577 2,182,609 9,103,445
Non-current liabilities 1,087,141 4,575,232 1,052,216 4,388,688
Current liabilities 191,411 805,556 189,131 788,847
Total Equity 964,189 4,057,789 941,262 3,925,910
Share capital 10,651 47,031 10,651 47,031

Item 3. Presentation of the Group

Item 3.1. General information about the Group

The GTC Group is a leading real estate investor and developer focusing on Poland and four capital cities in Eastern and Southern Europe - Belgrade, Budapest, Bucharest, Zagreb and Sofia. The Group was established in 1994.

The Group's portfolio comprises: (i) completed commercial properties; (ii) commercial properties under construction; (iii) a commercial landbank intended for future development and (iv) residential project and landbank.

Since its establishment and as at 31 March 2018 the Group has: (i) developed 1.1 million sq. m of gross commercial space and over 300 thousand sq. m of residential space; (ii) sold over 500 thousand sq. m of gross commercial space in completed commercial properties and approximately 300 thousand sq. m of residential space; and (iii) acquired approximately 112 thousand sq. m of commercial space in completed commercial properties. Additionally GTC Group developed and sold over 100 thousand sq. m of commercial space and approximately 76 thousand sq. m of residential space through its associates in Czech Republic.

As of 31 March 2018, the Group`s property portfolio comprised the following properties:

  • 39 completed commercial buildings, including 36 office buildings and three retail properties with a total combined commercial space of approximately 643 thousand sq. m of GLA, of which the Group's proportional interest amounts to approximately 632 thousand sq. m of GLA;
  • five commercial projects under construction, including four office projects and one retail project with total GLA of approximately 106 thousand sq. m, of which the Group's proportional interest amounts to 106 thousand sq. m of GLA;
  • commercial landbank designated for future development; and
  • residential landbank.

As of 31 March 2018, the book value of the Group's portfolio amounts to €1,980,640 with: (i) the Group's completed commercial properties account for 86% thereof; (ii) commercial properties under construction – 7%; (iii) a commercial landbank intended for future development – 7%; (iv) residential projects and landbank account for 1%. Based on the Group's assessment approximately 98% of the portfolio is core and remaining 2% is non-core assets, including non-core landplots and residential projects.

Additionally, the Group manages third party assets in Warsaw and Katowice.

The Company's shares are listed on the WSE and inward listed on the Johannesburg Stock Exchange. The Company's shares are included in mWIG 40 and the Dow Jones STOXX Eastern Europe 300.

The Group's headquarters are located in Warsaw, at 17 Stycznia 45A.

Item 3.2. Structure of the Group

The structure of Globe Trade Centre S.A. Capital Group as of 31 March 2018 is presented in the unaudited interim condensed consolidated financial statements for the three-month period ended 31 March 2018 in Note 4 "Investment in subsidiaries, associates and joint ventures".

The following changes in structure of the Group occurred in the three-month period ended 31 March 2018:

Europort Ukraine Holdings 2 LLC. was liquidated.

Item 3.3. Changes to the principal rules of the management of the Company and the Group

There were no changes to the principal rules of management of the Company and the Group.

Item 4. Main events of the first quarter of 2018

On 23 February 2018 LSREF III GTC Investments B.V., appoints Mr. Olivier Brahin as a member of the supervisory board of the Company, effective 1 March 2018.

On 12 March 2018, GTC SA repaid 1/3 of nominal value 20,000 bonds issued in 2014 under ISIN PLGTC0000177. Following the partial redemption, the interest amount on the bonds will be calculated taking into account the nominal value of each bond, as decreased by the redemption amount to PLN 6,666.67.

On 20 March 2018, the Supervisory Board of GTC SA adopted a resolution pursuant to which it will recommend to the annual general meeting of the shareholders of the Company that a dividend in the amount of PLN 0.33 per share be distributed to the shareholders of the Company from the net profit earned in the financial year ended 31 December 2017. The payment of the dividend remains subject to the approval by the annual general meeting of the shareholders of the Company.

In March 2018, GTC SA issued three-year euro denominated bonds, listed on WSE, in the total amount of €20,494

Events that took place after 31 March 2018:

On 2 April 2018 GTC SA received from the majority shareholder in the Company, LSREF III GTC Investments B.V. ("Lone Star"), a notification that Lone Star decided to review its options in relation to its investment in Globe Trade Center S.A. and appointed J.P.Morgan and UBS to assist them in this strategic review.

In April 2018, GTC SA signed a preliminary agreement for the acquisition of a Bulgarian company, which owned a shopping mall and adjacent office building located in Sofia, Bulgaria. Mall of Sofia provides 23,700 sq. m of retail leasable area and 10,300 sq. m of office space. Retail occupancy rate is currently at 98% and office occupancy rate is currently at 100%. The net purchase price amounted to € 90,000. Simultaneously, the Company entered into a loan agreement with OTP BANK PLC and DSK BANK EAD. The banks will finance the Mall of Sofia in the amount of €61,400. The closing of the transaction is expected in the second quarter of 2018, following the fulfilment of standard conditions precedent.

On 30 April 2018, GTC SA repaid 1/3 of nominal value 2,942 bonds issued in 2012 under ISIN PLGTC0000144 in the amount of €23,236. It was a full redemption.

In May 2018, the Company's shareholders adopted a resolution regarding a distribution of dividend in the amount of PLN 0.33 per share and allowing the Company's shareholders to elect to receive the dividend in the form of newly issued shares or in cash depending what shareholders prefer.

Item 5. Operating and financial review

Item 5.1. General factors affecting operating and financial results

General factors affecting operating and financial results

The key factors affecting the Group's financial and operating results are discussed below. The Management believes that the following factors and important market trends have significantly affected the Group's results of operations since the end of 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 of operations in the future.

Economic conditions in CEE and SEE

The economic crisis may slow down the general economy in the countries, where the Group operates. The economic downturn in those countries may result in reduced demand for property, growth of vacancy rates, and increased competition in the real estate market, which may adversely affect the Group's ability to sell or let its completed projects at their expected yields and rates of return.

The reduced demand for property that, on the one hand, may result in a drop in sales dynamics, and, on the other, an increase in vacancy rates and lower rent revenues from leased space, may significantly impact the results of operations of the Group. Specifically, the Group may be force to change some of its investment plans. Additionally, the Group may not able to develop numerous plans in the countries where it operates.

Real estate market in CEE and SEE

The Group derives the majority of its revenue from operations from rental activities, including rental and service revenue. For the three month period ended 31 March 2018 and for the three-month period ended 31 March 2017, the Group derived 66% and 73% of its revenues from operations as rental revenue, which greatly depends on the rental rates per sq. m and occupancy rates. The amount the Group can charge for rent largely depends on the property's location and condition and is influenced by local market trends and the state of local economies. The Group's revenue from rent is particularly affected by the delivery of new rent spaces, changes in vacancy rates and the Group's ability to implement rent increases. Rental income is also dependent upon the time of completion of the Group's development projects as well as on its ability to let such completed properties at favorable rent levels. Moreover, for the three month period ended 31 March 2018 and for the three-month period ended 31 March 2017, the Group derived 25% and 26% of its revenues from operations as service revenue, which reflects certain costs the Group passes on to its tenants.

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. When a lease is concluded in another currency, it is typically linked to the consumer price index of the relevant country of the currency.

To a certain extent, the Group's operational results are influenced by its ability to sell residential units, which for the three month period ended 31 March 2018 and for the three-month period ended 31 March 2017, amounted for 9% and 1% of the Group's total revenues, respectively. The supply of new apartments in the different markets in which the Group operates and the demand on such markets affect apartment prices. The demand for apartments is further impacted by fluctuations in interest rates, the availability of credit and the mortgage market in general. For example, the Group's residential revenues decreased steadily over the last few years due to the slowdown in the sale of residential properties coupled with an increase in discounts which had to be granted to purchasers of the Group's apartments in order to facilitate sales.

Real estate valuation

The Group's results of operations depend heavily on the fluctuation of the value of assets on the property markets. The Group revalues its investment properties at least twice per year. Any change in fair value of investment property is thereafter recognized as a gain or loss in the income statement.

The following three significant factors influence the valuation of the Group's properties: (i) the cash flow arising from operational performance, (ii) the expected rental rates and (iii) the capitalization rates that result from the interest rates in the market and the risk premiums applied to the Group's business.

The cash flow arising from operational performance is primarily determined by current gross rental income per square meter, vacancy rate trends, total portfolio size, maintenance and administrative expenses, and operating expenses. Expected rental values are determined predominantly by expected development of the macroeconomic indicators as GDP growth, disposable income, etc. as well as micro conditions such as new developments in the immediate neighborhood, competition, etc. Capitalization rates are influenced by prevailing interest rates and risk premium. In the absence of other changes when capitalization rates increase, market value decreases and vice versa. Small changes in one or some of these factors can have a considerable effect on the fair value of the Group's investment properties and on the results of its operations.

Moreover, the valuation of the Group's landbank additionally depends on among others the building rights and the expected timing of the projects. The value of landbank which is assessed using a comparative method is determined by referring to the market prices applied in transactions relating to similar properties.

The Group recognized net profit from revaluation and impairment of assets and residential projects of €12,534 in the three-month period ended 31 March 2018 and €24,424 in three month period ended 31 March 2017.

Impact of interest rate movements

Substantially all of the loans of the Group have a variable interest rate, mainly connected to EURIBOR. The bonds issued by the Company in 2012 and 2014 are denominated in PLN and bear interest connected to WIBOR. Increases in interest rates generally increase the Group's financing costs. As of 31 March 2018 and 31 December 2017 approximately 86% and 90% of the Group's loans were hedged or partially hedged. For example as at 31 December 2017, a 50bp change in Euribor rate would lead to €1,698 change in profit (loss) before tax. In addition, in an economic environment in which availability of financing is not scarce, demand for investment properties generally tends to increase when interest rates are low, which can lead to higher valuations of the Group's existing investment portfolio. Conversely, increased interest rates generally adversely affect the valuation of the Group's properties, which can result in recognition of impairment that could negatively affect the Group's income.

Historically, EURIBOR rates have demonstrated significant volatility, changing from 1.343% as of 2 January 2012, through 0.188% as of 2 January 2013, to 0.280% as of 3 January 2014, 0.076% as of 2 January 2015 and – 0.1320% as of 4 January 2016, -0.3180% as of 2 January 2017, -0.328% as of 2 January 2018 (EURIBOR for three-month deposits).

Impact of foreign exchange rate movements

For the three-month period ended 31 March 2018 and for the three-month period ended 31 March 2017 a vast majority of the Group's revenues and costs were incurred or derived in euro. Nonetheless, the exchange rates against euro of the local currencies of the countries in which the Group operates are an important factor as the credit facilities that are obtained may be denominated in either euro or local currencies.

The Group reports its financial statements in euro, its operations, however, are based locally in Poland, Romania, Hungary, Croatia, Serbia, Bulgaria, and other countries. The Group receives the majority of its revenue from rent denominated in euro, however, it receives a certain portion of its income (including the proceeds from the sales of residential real estate) and incurs most of its costs (including the vast majority of its selling expenses and administrative expenses) in local currencies, including the Polish zloty, Bulgarian leva, Croatian cunas, Hungarian forints, Romanian lei and Serbian dinars. In particular, the significant portion of the financial costs incurred by the Group includes: (i) the interest on the bonds issued by the Group in Polish zloty and (ii) the interest on the loan taken by the Group in Hungarian forints. The exchange rates between local currencies and euro have historically fluctuated.

The income tax expense (both actual and deferred) in the jurisdictions in which the Group conducts its operations is incurred in such local currencies. Consequently, such income tax expense was and may continue to be materially affected by foreign exchange rate movements.

Accordingly, the foreign exchange rate movements have a material impact on the Group's operations and financial results.

Availability of financing

In the CEE and SEE markets, real estate development companies, including the companies of the Group, usually finance their real estate projects with proceeds from bank loans, loans extended by their holding companies or the issuance of debt securities. The availability and cost of procuring financing are of material importance to the implementation of the Group's projects and for the Group's development prospects, as well as its ability to repay existing debt. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's net profit.

In the past, the principal sources of financing for the Group's core business included, apart from proceeds from asset disposals, bank loans and proceeds from bonds issued by the Company.

Item 5.2. Specific factors affecting financial and operating results

In March 2017, the Group completed the third building of the FortyOne office complex in Belgrade.

On 4 May 2017, the Group sold Galleria Burgas and Galleria Stara Zagora in Bulgaria in line with its strategy to focus its investment on Poland and three capital cities in CEE and SEE region.

In the first quarter of 2017, the Group started Green Heart office project in Belgrade. Complex will include two existing buildings (GTC Square) which will have massive renovation. Three new building will offer 25,500 sq. m of premium office space. The total leasable area of complex will be 46,000 sq. m.

In July 2017, the Group acquired Cascade Office Building, an office building in Bucharest, Romania, for a total amount of €3,300 (net of liabilities). The building offers 4,200 sq. m of premium office space.

In September 2017, the Group acquired Belgrade Business Center in Serbia for a total amount of €36,800.

In September 2017, the Group completed Galeria Północna, shopping mall in Warsaw, Poland.

In December 2017, the Group has completed Artico office building in Warsaw.

In 2017, the Company issued 3-year Euro denominated bonds, listed on WSE and three year Schuldschein loan in in the total amount of €78,604.

In December 2017, the Group refinanced Avenue Mall shopping centre. The total loan amounts to €50,000. The proceeds from refinance received in January 2018.

On 12 March 2018, GTC SA repaid 1/3 of nominal value 20,000 bonds issued in 2014 under ISIN PLGTC0000177. Following the partial redemption, the interest amount on the bonds will be calculated taking into account the nominal value of each bond, as decreased by the redemption amount to PLN 6,666.67.

In March 2018, GTC SA issued three-year euro denominated bonds, listed on WSE, in the total amount of €20,494

Item 5.3.Presentation of differences between achieved financial results and published forecasts

The Group did not present forecasts for 2018.

Item 5. 4. Statement of financial position

Item 5.4.1. Key items of the statement of financial position

Investment property

Investment properties that are owned by the Group comprise office and commercial space, including property under construction. Investment property can be split up into: (i) completed investment property; (ii) investment property under construction; and (iii) commercial landplots.

Residential landbank

The Group classifies its residential inventory as current or non-current assets based on their development stage within the business operating cycle. The normal operating cycle in most cases falls within a period of one to five years. The Group classifies residential inventory the development of which is planned to be commenced at least one year after the balance sheet date as residential landbank, which is part of its non-current assets.

Investment in associates and joint ventures

Investment in associates and joint ventures is accounted for pursuant to the equity method. Such investment is carried in the statement of financial position at cost plus post-acquisition changes in the Group's share of the net assets of the associate and joint ventures.

Assets held for sale

Assets held for sale comprise office or retail space and land plots that are designated for sale.

Inventory

Inventory relates to residential projects under construction and is stated at the lower of cost and net realisable value. Expenditures relating to the construction of a project are included in inventory.

The Group classifies its residential inventory as current or non-current assets based on their development stage within the business operating cycle. The normal operating cycle in most cases falls within a period of one to five years. Residential projects which are active are classified as current inventory.

Short-term deposits

Short-term and long-term deposits are restricted and can be used only for certain operating activities as determined by underlying contractual undertakings.

Derivatives

Derivatives include hedge instruments held by the Group that mitigate the risk of interest and currency rates fluctuations. In relation to the instruments qualified as cash flow hedges, the portion of gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income and the ineffective portion (if any) is recognized in net profit or loss. The classification of hedges in the statement of financial position depends on their maturity. For derivatives that do not qualify for hedge accounting, any gain or losses arising from changes in fair value are recorded directly in net profit and loss for the year. The fair value of interest rate swap contracts is determined by calculating the present value of cash flows of each leg of the transaction, taking into account several risk statistics.

Item 5.4.2. Financial position as of 31 March 2018 compared to 31 December 2017

Total assets increased by €60,132 (3%) to €2,242,741 as of 31 March 2018. This increase was mainly due to development activity: primarily Ada Mall, White House and Green Heart.

Assets

The value of investment property and commercial landbank increased by €24,347 (1%) to €1,961,188 as of 31 March 2018 from €1,936,841 as of 31 December 2017, due to an investment of €22,437 mainly into completion of refurbishment of two buildings in Green Heart project (formerly GTC Square); assets under construction White House, Green Heart and Ada Mall, as well as €12,535 revaluation gain mainly attributed to assets under construction. The increase was partially offset by reclassification of non-core land plots to assets held for sale in the amount of €5,884.

The value of loan granted to non-controlling interest partner increased to €9,449 as of 31 March 2018 from 0 as of 31 December 2017, as a result of granting a loan by Company's subsidiary that holds Avenue Mall Zagreb (Euro Structor d.o.o.) to its shareholders, following the refinance of Avenue Mall Zagreb with €50,000 loan.

The value of cash and cash equivalents increased by €34,389 (23%) to €183,135 as of 31 March 2018 from €148,746 as of 31 December 2017 mainly as a result of refinancing activity, sale of land plots and bond issue, partially offset by repayment of borrowings and bonds..

Liabilities

The value of loans and bonds increased by €43,338 (4%) to €1,077,423 as of 31 March 2018 from €1,034,085 as of 31 December 2017. This increase comes mainly from issue of new corporate bonds in the amount of €20,494 and refinancing of Avenue Mall Zagreb in the amount of €37,188 as well as a drawdown of €6,635 under Ada Mall loan facility. The increase was partially offset by partial repayment of bonds in the amount of €15,877 as well as standard amortization of loans.

The value of provision for deferred tax liability increased by €3,444 (3%) to €129,271 as of 31 March 2018 from €125,827 as of 31 December 2017, mainly due to revaluation of investment property.

The value of trade and other payables decreased by €9,676 (19%) to €40,829 as of 31 March 2018 from €50,505 as of 31 December 2017, mainly due to settlement of liabilities with constructors under completed projects in Poland.

Equity

Equity increased by €22,927 (2%) to €964,189 as of 31 March 2018 from €941,262 on 31 December 2017. The changes are attributed to an increase in accumulated profit by €24,058 partially offset by a decrease in hedge reserve by €1,176.

Item 5.5. Consolidated income statement

Item 5.5.1. Key items of the consolidated income statement

Revenues from operations

Revenues from operations consist of:

  • rental income, which consists of monthly rental payments paid by tenants of the Group's investment properties for the office or retail space rented by such tenants. Rental income is recognized as income over the lease term;
  • service income, which comprises fees paid by the tenants of the Group's investment properties to cover the costs of the services provided by the Group in relation to their leases; and
  • residential revenue, which comprises proceeds from the sales of houses or apartments, which is recognized when such houses or apartments have been substantially constructed, accepted by the customer and a significant amount resulting from the sale agreement has been paid by the purchaser.

Cost of operations

Costs of operations consist of:

  • service costs, which consist of all the costs that are related to the management services provided to the individual tenants within the Group's properties — service costs should be covered by service income; and
  • residential costs, which comprise the costs that are related to the development of residential properties sold. The costs related to the development of residential properties incurred during the construction period are capitalized in inventory. Once income is recognized, the costs in respect of sold units are expensed.

Gross margin from operations

Gross margin from operations is equal to the revenues from operations less the cost of operations.

Selling expenses

Selling expenses include:

  • brokerage and similar fees incurred to originate the lease or sale of space;
  • marketing and advertising costs; and
  • payroll and related expenses directly related to leasing or sales personnel.

Administrative expenses

Administration expenses include:

  • payroll, management fees and other expenses that include the salaries of all employees that are not directly involved in sales or rental activities;
  • provisions made to account for the share-based incentive program that was granted to key personnel;
  • costs related to the sale of investment properties;
  • costs of audit, legal and other advisors;
  • office expenses;
  • depreciation and amortization expenses include depreciation and amortization of the Group's property, plant and equipment; and
  • others.

Profit/(loss) from the revaluation/impairment of assets

Net valuation gains (loss) on investment property and investment properties under development reflect the change in the fair value of investment properties and investment property under development.

Financial income/(expense), net

Financial income includes interest on loans granted to associate companies and interest on bank deposits.

Financial expenses include interest on borrowings and deferred debt rising expenses. Borrowing costs are expensed in the period in which they are incurred, except for those that are directly attributable to construction. In such a case, borrowing costs are capitalized as part of the cost of the asset. Borrowing costs include interest and foreign exchange differences.

Additionally, financial income or expenses include settlement of financial assets and gain or losses arising from changes in fair value of derivatives that do not qualify for hedge accounting.

Taxation

Income tax on profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantially enacted as of the balance sheet date and any adjustments to tax payable in respect of previous years. Generally, the Group disposes of property holding companies rather than the real estate itself, in part because in certain jurisdictions the sale and disposal of real estate is generally subject to real estate transfer tax and/or VAT.

Item 5.5.2. Comparison of financial results for the three-month period ended 31 March 2018 with the result for the corresponding period of 2017

Revenues from rental activity

Rental and service revenues increased by €6,067 to €35,855 in the three-month period ended 31 March 2018. During the year ended 31 March 2018, the Group has improved the rental revenue through completion and leasing of FortyOne III and Galeria Północna which were opened to the public during the year 2017. These buildings contributed €5,862 to the recurring rental income in the three-month period ended 31 March 2018. Additionally, the acquired Cascade Office Building and Belgrade Business Centre contributed €1,460 to the recurring rental income in the three-month period ended 31 March 2018. Furthermore, as per its strategic decision to focus its investment only on capital cities in terms of countries other than Poland, the Group sold Galleria Stara Zagora and Galleria Burgas and commenced investment is Sofia in a project that is expected to yield higher return than the sold malls. As a result of the sale, the revenue from this two assets in the three-month period ended 31 March 2018 decreased by €2,137.

Cost of rental activity

Rental and service cost increased by €1,061 to €9,007 in the three-month period ended 31 March 2018. The completion of new office and retail space in above projects and acquisition of income generating assets as mentioned above contributed €2,089, whilst the sale of the non-core malls has offset the increase by €575.

Residential activity

Residential revenue increased by €3,173 to €3,615 in the three-month period ended 31 March 2018 and comes mainly from sale the last phase of Osiedle Konstancja project. Residential cost increased by €2,600 to €2,979 in the three-month period ended 31 March 2018.

Gross margin from operations

Gross margin (profit) from operations increased by €5,579 to €27,484 in the three-month period ended 31 March 2018. The gross margin (profit) on rental activities increased by €5,006 to €26,848 in the three-month period ended 31 March 2018 from €21,842 in the three-month period ended 31 March 2017 mostly resulting from by newly completed and acquired properties partially offset by sale of non-core assets.

Gross margin on rental activities in the three-month period ended 31 March 2018 was 75% compared to 73% in the three-month period ended 31 March 2017. The gross margin (profit) on residential activities increased by €573 to €636 in the three-month period ended 31 March 2018 from €63 in the three-month period ended 31 March 2017.

Administrative expenses

Administrative expenses decreased by €1,244 to €1,398 in the three-month period ended 31 March 2018 from €2,642 in the three-month period ended 31 March 2017. Administrative expenses (before provision for stock based program) increased by €268 to €2,759 in the three-month period ended 31 March 2018. In addition, mark-to-market of Phantom Shares program resulted in recognition of income arising from share based payment of €1,361 in the three-month period ended 31 March 2018 (share price PLN 9.14) compared to loss arising from share based payment of €151 recognized in the three-month period ended 31 March 2017.

Profit/(loss) from the revaluation/impairment of assets

Net profit from the revaluation of the investment properties and impairment of residential projects amounted to €12,534 in the three-month period ended 31 March 2018, as compared to a net profit of €24,424 in the three-month period ended 31 March 2017. Net profit from the revaluation of the investment properties reflects mainly revaluation gain on Ada Mall, White House and Green Heart.

Other expense, net

Other expenses (net of other income) related to due diligence and business development activity and landbank properties were at €1,217 in the three-month period ended 31 March 2018 as compared to an expense of €106 in the three-month period ended 31 March 2017.

Foreign exchange profit/loss

Foreign exchange gain amounted to €106 in the three-month period ended 31 March 2018, as compared to a foreign exchange loss of €3,752 in the three-month period ended 31 March 2017.

Financial income

Financial income increased by €21 to €73 in the three-month period ended 31 March 2018 as compared to €52 in the three-month period ended 31 March 2017.

Financial cost

Financial cost increased by €619 to €7,161 in the three-month period ended 31 March 2018 as compared to €6,542 in the three-month period ended 31 March 2017 mainly due increase the average debt balance partially offset by refinancing activity which decreased the average borrowing cost from 3.2% in the three-month period ended 31 March 2017 to 2.7% as of 31 March 2018.

Share of gain (loss) of associates

Share of profit of associates decreased by €184 to €0 in the three-month period ended 31 March 2018 as compared to a share of gain of €184 in the three-month period ended 31 March 2017.

Profit before tax

Profit before tax decreased by €3,124 to €29,946 in the three-month period ended 31 March 2018, as compared to profit before tax of €33,070 in the three-month period ended 31 March 2017, mainly due to lower profit from revaluation.

Taxation

Tax amounted to €5,637 in the three-month period ended 31 March 2018. Taxation consist of €1,814 of current tax expenses and €3,823 of deferred tax expenses.

Net profit/ (loss)

Net profit amounted to €24,309 in the three-month period ended 31 March 2018, as compared to a net profit of €32,095 in the three-month period ended 31 March 2017. This was mostly due profit from the revaluation of the investment properties and in particular investment property under construction of €12,534 compared to €24,424 in the three-month period ended 31 March 2017. Profit before tax, revaluation and share based payment has increased by €7,254 in the three-month period ended 31 March 2018, compared to the three-month period ended 31 March 2017.

Item 5. 6. Consolidated cash flow statement

Item 5.6.1. Key items from consolidated cash flow statement

Net cash from (used in) operating activities

The operating cash flow is the cash that the Group generates through running its business and comprises cash inflows from rental activities and sale of residential projects.

Net cash used in investing activities

The investing cash flow is the aggregate change in the Group's cash position resulting from any gains (or losses) from investments in the financial markets, investment properties and operating subsidiaries, as well as changes resulting from amounts spent on investments in capital assets, such as property, plant and equipment.

Net cash from (used in) financing activities

The cash flow from (used in) financing activities accounts for, inter alia, the payment of cash dividends, receiving proceeds from loans or bond and issuing stock.

Cash and cash equivalents

Cash balance consists of cash in banks. Cash in banks may earn interest at floating rates based on daily bank deposit rates, if those are positive. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective shortterm deposit rates, if those are positive. All cash is deposited in banks. All cash and cash equivalents are available for use by the Group.

Item 5.6.2. Cash flow analysis

The table below presents an extract of the cash flow for the period of three months ended on 31 March 2018 and 2017:

Three-month Three-month
period ended period ended
31 March 2018 31 March 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from operating activities 21,206 19,973
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property under construction (32,717) (33,818)
Decrease in short term deposits 10,368 -
Increase in escrow account (578) -
Sale of investment property 9,266 1,738
Sale of shares in associates and joint ventures - 1,250
VAT/tax on purchase/sale of investment property 592 (3,614)
Interest received 17 31
Loans repayments from associates and joint ventures 406 406
Net cash used in investing activities (12,646) (34,007)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 81,371 42,728
Repayment of long-term borrowings (37,485) (16,978)
Interest paid (6,385) (5,631)
Loans origination cost (892) (437)
Loan granted to non-controlling interest (9,393) -
Decrease/(increase) in short term deposits (1,250) 274
Net cash from (used in) financing activities 25,966 19,956
Net foreign exchange difference (137) 1,526
Net increase/(decrease) in cash and cash equivalents 34,389 7,448
Cash and cash equivalents, at the beginning of the year 148,746 149,812
Cash and cash equivalents, at the end of the year 183,135 157,260

Net cash flow from operating activities was €21,206 in the three-month period ended 31 March 2018 compared to €19,973 in the three-month period ended 31 March 2017.

Net cash flow used in investing activities amounted to €12,646 in the three-month period ended 31 March 2018 compared to €34,007 used in the three-month period ended 31 March 2017. Cash flow used in investing activities composed of (i) expenditure on investment properties under construction of €32,717 related mainly to: Galeria Północna, Ada Mall, Green Heart and White House. Cash flow used in investing activities was partially offset by sale of land plots: Green Dream in Bucharest and Vassas in Budapest for the amount of €9,266.

Proceeds from long-term borrowings for the three-month period ended 31 March 2018 in the amount of €81,371 are related mainly to loans for assets under construction in the amount of €10,688 as well as issue of bonds in the amount of €20,494. Net cash flow from financing activities amounted to €25,966 in the three-month period ended 31 March 2018, compared to €19,956 of cash flow from financing activities in the three-month period ended 31

March 2017. Cash flow from financing activities was partially offset by repayment of long term borrowings of €37,485 related mainly to repayment of bonds as well as amortization of investment loans.

FFO generated during the three-month period ended 31 March 2018 amounted to €15.3 million and revenue generated by sale of residential and non-core land plots amounted to €3.6 million.

Cash and cash equivalents as of 31 March 2018 amounted to €183,135 compared to €157,260 as of 31 March 2017. The Group keeps its cash in the form of bank deposits, mostly in Euro, with various international banks.

Item 5.7. Future liquidity and capital resources

As of 31 March 2018, the Group holds cash and cash equivalent in the amount of approximately €183,135. The Group believes that its cash balances and cash generated from leasing activities of its investment properties as well as cash available under its existing and future loan facilities will fund these needs.

The Group endeavors to efficiently manage all its liabilities and is currently reviewing its funding plans related to: (i) development and acquisition of commercial properties, (ii) debt servicing of its existing assets portfolio and (iii) capex. Such funding will be sourced through available cash, operating income and refinancing.

As of 31 March 2018, the Group's non-current liabilities amounted to €1,087,141 compared to €1,052,216 as of 31 December 2017.

The Group's total debt from long and short-term loans and borrowings as of 31 March 2018 amounted to €1,077,423 as compared to €1,034,085 as of 31 December 2017. The Group's loans and borrowings are mainly denominated in Euro, other currencies include bonds in PLN and projects loans in HUF.

The Group's loan-to-value ratio amounted to 43% as of 31 March 2018, as compared to 42% as of 31 December 2017. The Group's strategy is to keep its loan-to-value ratio at the level not exceeding 50%.

As of 31 March 2018, 86% of the Group's loans (by value) were hedged against interest fluctuations, mostly through interest rate swaps and currency swap as mentioned above.

Availability of financing

In the CEE and SEE markets, real estate development companies, including the companies of the Group, usually finance their real estate projects with proceeds from bank loans, loans extended by their holding companies or the issuance of debt securities. The availability and cost of procuring financing are of material importance to the implementation of the Group's projects and for the Group's development prospects, as well as its ability to repay existing debt. Finally, the availability and cost of financing may impact the Group's development dynamics and the Group's cash flow and net profit.

Traditionally, the principal sources of financing for the Group's core business included, rental revenues, bank loans, proceeds from bonds issued by the Company and proceeds from asset disposals.

Item 6. Information on loans granted with a particular emphasis on related entities

During the three-month period ended 31 March 2018 the Group did not grant loans of the value that exceeds 10% of its capital.

Item 7. Information on granted and received guarantees with a particular emphasis on guarantees granted to related entities

During the three-month period ended 31 March 2018 the Group did not grant guarantees of the value that exceeds 10% of its capital.

Additionally, the Company gave typical warranties in connection with sale of its assets, under the sale agreements, and construction cost-overruns guarantees to secure construction loans. The risk involved in above warranties and guarantees is very low.

In the normal course of our business activities the Group receive guarantees from the majority of its tenants to secure the rental payments on the leased space.

Item 8. Shareholders who, directly or indirectly, have substantial shareholding

The following table presents the Company's shareholders, who had no less than 5% of votes at the Ordinary Shareholders Meeting of GTC S.A., as of the date of publication of this Report. The table is prepared based on information received directly from the shareholders.

Shareholder Number of
shares and
rights to the
shares held
(not in thousand)
% of share
capital
Number of
votes
(not in
thousand)
% of
votes
Change in number
of shares since
13 November 2017
(not in thousand)
LSREF III GTC
Investments B.V.¹
287,516,755 61.13% 287,516,755 61.13% No change
OFE PZU Złota Jesień 48,648,000 10.34% 48,648,000 10.34% No change
AVIVA OFE Aviva BZ
WBK
34,413,161 7.32% 34,413,161 7.32% No change
Other shareholders 99,725,588 21.20% 99,725,588 21.20% No change
Total 470,303,504 100.00% 470,303,504 100.00%

¹LSREF III GTC Investments B.V. is related to Lone Star Real Estate Partners III L.P.

Item 9. Shares in GTC held by members of the Management Board and the Supervisory Board

Shares held by members of the Management Board

The following table presents shares owned directly or indirectly by members of the Company's Management Board as of 21 May 2018, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (annual report for the twelve-month period ended 31 December 2017) on 21 March 2018.

The information included in the table is based on information received from members of the Management Board pursuant to Art. 160 sec. 1 of the Act on Trading in Financial Instruments.

Balance as of 21
May 2018
Nominal value of
shares in PLN
Change since
21 March2018
Management Board Member (not in thousand) (not in thousand) (not in thousand)
Thomas Kurzmann 55,000 5,500 No change
Erez Boniel 143,500 14,350 No change
Total 198,500 19,850

Shares of GTC held by members of the Supervisory Board

The following table presents shares owned directly or indirectly by members of the Company's Supervisory Board as of 21 May 2018, the date of publication of this quarterly report, and changes in their holdings since the date of publication of Group's last financial report (annual report for the twelve-month period ended 31 December 2017) on 21 March 2018

The information included in the table is based on information received from members of the Supervisory Board pursuant to Art. 160 sec. 1 of the Act on Trading in Financial Instruments.

Nominal value of
Balance as of 21 shares
May 2018 in PLN Change since 21
Members of Supervisory Board (not in thousand) (not in thousand) March 2018
Alexander Hesse 0 0 No change
Olivier Brahin 0 0 No change
Philippe Couturier 0 0 No change
Jan Düdden 0 0 No change
Mariusz Grendowicz 10,158 1,016 No change
Ryszard Koper 0 0 No change
Marcin Murawski 0 0 No change
Katharina Schade 0 0 No change
Ryszard Wawryniewicz 0 0 No change
Total 10,158 1,016

On 23 February 2018 LSREF III GTC Investments B.V. appointed Mr. Olivier Brahin as a member of the supervisory board of the Company, effective 1 March 2018.

Item 10. Material transactions with related parties concluded on terms other than market terms

The Group did not conduct any material transactions with the related parties that are not based on arm's length basis.

Item 11. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries the total value of the liabilities or claims of which amount to at least 10% of the Group's equity

There are no individual proceeding or group of proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries, with the total value of liabilities or claims of 10% or more of the Company's equity.

GLOBE TRADE CENTRE S.A.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2018 TOGETHER WITH INDEPENDENT AUDITORS` REVIEW REPORT

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 31 March 2018 (in thousands of Euro)

Note 31 March 2018
(unaudited)
31 December
2017
(audited)
ASSETS
Non-current assets
Investment property 8 1,828,902 1,797,583
Investment property landbank 8 132,286 139,258
Residential landbank 9 12,698 12,698
Investment in joint ventures 905 1,303
Property, plant and equipment 6,809 6,847
Other non-current assets 89 86
1,981,689 1,957,775
Loan granted to non-controlling interest partner 10 9,449 -
Total non-current assets 1,991,138 1,957,775
Assets held for sale 12 5,884 4,336
Current assets
Residential inventory 9 870 3,755
Accounts receivables 6,139 4,367
Accrued income 720 1,093
VAT receivable 13 6,026 6,618
Income tax receivable 726 619
Prepayments and deferred expenses 3,111 1,767
Escrow account 1,355 777
Short-term deposits 11 43,637 52,756
Cash and cash equivalents 183,135 148,746
245,719 220,498
TOTAL ASSETS 2,242,741 2,182,609

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Financial Position as of 31 March 2018 (in thousands of Euro)

Note 31 March 2018
(unaudited)
31 December 2017
(audited)
EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital 17 10,651 10,651
Share premium 520,504 520,504
Capital reserve (36,054) (36,054)
Hedge reserve (3,541) (2,365)
Foreign currency translation 2,117 2,323
Accumulated profit 466,035 441,977
959,712 937,036
Non-controlling interest 10 4,477 4,226
Total Equity 964,189 941,262
Non-current liabilities
Long-term portion of long-term borrowing 15 939,388 907,704
Deposits from tenants 8,994 8,960
Long term payable 2,601 2,621
Provision for share based payment 4,384 5,744
Derivatives 2,503 1,360
Provision for deferred tax liability 129,271 125,827
1,087,141 1,052,216
Current liabilities
Trade and other payables 14 40,829 50,505
Current portion of long-term borrowing 15 138,035 126,381
VAT and other taxes payable 3,177 1,516
Income tax payable 2,140 1,843
Derivatives 2,305 2,035
Advances received 7 4,925 6,851
191,411 189,131
TOTAL EQUITY AND LIABILITIES 2,242,741 2,182,609
Note Three-month
period ended
31 March 2018
(unaudited)
Three-month
period ended 31
March 2017
(unaudited)
Rental revenue 25,980 22,072
Service revenue 9,875 7,716
Residential revenue 3,615 442
Service costs (9,007) (7,946)
Residential costs (2,979) (379)
Gross margin from operations 27,484 21,905
Selling expenses (475) (453)
Administrative expenses 6 (1,398) (2,642)
Profit from revaluation/ impairment of assets 8 12,534 24,424
Other income 163 346
Other expenses (1,380) (452)
Profit from continuing operations before tax and
finance income / (expense)
36,928 43,128
Foreign exchange differences gain/(loss), net 106 (3,752)
Finance income 73 52
Finance cost (7,161) (6,542)
Share of gain / (loss) of associates and joint ventures - 184
Profit before tax 29,946 33,070
Taxation 16 (5,637) (975)
Profit for the period 24,309 32,095
Attributable to:
Equity holders of the Company 24,058 32,180
Non-controlling interest 251 (85)
Basic earnings per share (Euro) 18 0.05 0.07

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Comprehensive Income for the three-month period ended 31 March 2018 (in thousands of Euro)

Three-month
period ended
31 March 2018
(unaudited)
Three-month
period ended 31
March 2017
(unaudited)
Profit for the period 24,309 32,095
Net other comprehensive income for the period, net of tax not
to be reclassified to profit or loss in subsequent periods
- -
Gain/(loss) on hedge transactions (1,471) 85
Income tax 295 (20)
Net gain/(loss) on hedge transactions (1,176) 65
Foreign currency translation (206) 186
Net other comprehensive income for the period, net of tax to
be reclassified to profit or loss in subsequent periods
(1,382) 250
Total comprehensive income for the period, net of tax 22,927 32,346
Attributable to:
Equity holders of the Company 22,676 32,431
Non-controlling interest 251 (85)

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Changes in Equity for the three-month period ended 31 March 2018 (in thousands of Euro)

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2
8
8
(
3
6,
0
5
4
)
(
3,
5
6
6
)
2,
0
5
8
3
4
3
5
7,
7
8
1
9,
5
1
1
2,
8
0
6
8
2
2,
3
1
7

Globe Trade Centre S.A. Interim Condensed Consolidated Statement of Cash Flows for the three-month period ended 31 March 2018 (in thousands of Euro)

Three-month
period ended
31 March 2018
Three-month
period ended
31 March 2017
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit before tax 29,946 33,070
Adjustments for:
Loss/(profit) from revaluation/impairment of assets (12,534) (24,424)
Share of loss (profit) of associates and joint ventures - (184)
Profit on disposal of assets - -
Foreign exchange differences loss/(gain), net (106) 3,752
Finance income (73) (52)
Finance cost 7,161 6,542
Share based payment expenses (1,360) 151
Depreciation and amortization 140 167
Operating cash before working capital changes 23,174 19,022
Increase in debtors and prepayments and other current
assets
(2,746) (2,947)
(Increase)/Decrease in inventory 2,885 (416)
Increase/(decrease) in advances received (1,926) 2,868
Increase in deposits from tenants 34 808
Increase in trade and other payables 1,599 1,623
Cash generated from operations 23,020 20,958
Tax paid in the period (1,814) (985)
Net cash from operating activities 21,206 19,973
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property under construction (32,717) (33,818)
Decrease in short term deposits 11 10,368 -
Increase in escrow account (578) -
Sale of investment property 9,266 1,738
Sale of shares in associates and joint ventures - 1,250
VAT/tax on purchase/sale of investment property 592 (3,614)
Interest received 17 31
Loans repayments from associates and joint ventures 406 406
Net cash from/(used in) investing activities (12,646) (34,007)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 81,371 42,728
Repayment of long-term borrowings (37,485) (16,978)
Interest paid (6,385) (5,631)
Loans origination cost (892) (437)
Loan granted to non-controlling interest 10 (9,393) -
Decrease/(increase) in short term deposits (1,250) 274
Net cash from/(used in) financing activities 25,966 19,956
Effect of foreign currency translation (137) 1,526
Net increase / (decrease) in cash and cash equivalents 34,389 7,448
Cash and cash equivalents at the beginning of the period 148,746 149,812
Cash and cash equivalents at the end of the period 183,135 157,260

1. Principal activities

Globe Trade Centre S.A. (the "Company" or "GTC") and its subsidiaries ("GTC Group" or "the Group") are an international real-estate corporation. The Company was registered in Warsaw on 19 December 1996. The Company's registered office is in Warsaw, Poland at 17 Stycznia 45a Street. The Company owns through subsidiaries, joint ventures and associates commercial and residential real estate companies with a focus on Poland, Budapest, Bucharest, and Belgrade. Additionally, the Company operates in Zagreb and Sofia. There is no seasonality in the business of the Group companies.

The major shareholder of the Company is LSREF III GTC Investments B.V. ("LSREF III"), controlled by Lone Star, a global private equity firm, which held 287,516,755 shares 61.13% of total share as of 31 March 2018.

Events in the period

In December 2017, the Group refinanced Avenue Mall shopping centre. The total loan amounts to Euro 50 million. The proceeds from refinance received in January 2018.

In March 2018, the Company issued 3-year Euro denominated bonds, listed on WSE in the total amount of EUR 20.5 million.

2. Basis of preparation

The Interim Condensed Consolidated Financial Statements for the three-month period ended 31 March 2018 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by EU.

At the date of authorisation of these consolidated financial statements, taking into account the EU's ongoing process of IFRS endorsement and the nature of the Group's activities, there is a difference between International Financial Reporting Standards and International Financial Reporting Standards endorsed by the European Union. The Group is aware of the fact that IFRS 16 which is effective for financial years beginning on or after 1 January 2019, has been already endorsed by the European Union. The Group is currently in the process of analysis of quantitative and qualitative impact of these standard on the Group's consolidated financial statements.

The Interim Condensed Consolidated Financial Statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements and the notes thereto for the year ended 31 December 2017, which were authorized for issue on 21 March 2018. The interim financial results are not necessarily indicative of the full year results.

The Group's Interim Condensed Consolidated Financial Statements are presented in Euro, which is also GTC's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using the functional currency.

The financial statements of those entities prepared in their functional currencies are included in the Interim Condensed Consolidated Financial Statements by translation into Euro using appropriate exchange rates outlined in IAS 21. Assets and liabilities are translated at the period end exchange rate, while income and expenses are translated at average exchange rates for the period. All resulting exchange differences are classified in equity as "Foreign currency translation" without affecting earnings for the period.

These Interim Condensed Consolidated Financial statements have been prepared on the assumption that the Group will continue as a going concern in the foreseeable future. As at the date of approval of these financial statements, no circumstances were identified which would indicate any threat to the Group' continuing as a going concern.

3. Significant accounting policies and new standards, interpretations amendments adopted by the Group

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2017 (see Note 7 to the consolidated financial statements for 2017), except for the adoption of new standards effective as of 1 January 2018. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. No changes to comparative data or error corrections were made.

Standards issued and effective for financial years beginning on or after 1 January 2018:

The Group applies, for the first time, IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments, effect of implementation of these standards are disclosed below. Several other amendments and interpretations apply for the first time in 2018, but do not have an impact on the interim condensed consolidated financial statements of the Group.

IFRS 15 Revenue from Contracts with Customers

International Financial Reporting Standard 15 Revenue from Contracts with Customers ("IFRS 15") was issued in May 2014, and then amended in April 2016, and establishes a fivestep model to account for revenue arising from contracts with customers. The standard replaced IAS 18, Revenue, IAS 11, Construction Contracts, and a number of revenue-related interpretations. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The Group did not accounted for any significant impact of the adoption of IFRS 15 on the financial statements. But IFRS 15 did not affected the recognition of lease income as this is still dealt with under IAS 17 Leases.

IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of International Financial Reporting Standard 9 Financial Instruments ("IFRS 9"). IFRS 9 brings together all three aspects of the accounting for financial instruments project: classification and measurement, impairment and hedge accounting. The Group performed an impact assessment of implementation of IFRS 9 on the accounting principles (policy) applied by the Group with respect to the Group's operations or its financial results. The Group adopted the new standard on the required effective date and did not restated comparative information. Overall, the Group states there is no significant impact on the Groups statement of financial position and equity.

  • Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (issued on 12 September 2016)
  • Clarifications to IFRS 15 Revenue from Contracts with Customers (issued on 12 April 2016)
  • Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions (issued on 20 June 2016)
  • Amendments to IAS 28 Investments in Associates and Joint Ventures which are part of Annual Improvements to IFRS Standards 2014-2016 Cycle (issued on 8 December 2016)
  • Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards which are part of Annual Improvements to IFRS Standards 2014-2016 Cycle (issued on 8 December 2016)
  • IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration (issued on 8 December 2016)
  • Amendments to IAS 40: Transfers of Investment Property (issued on 8 December 2016)

3. Significant accounting policies and new standards, interpretations amendments adopted by the Group (continued)

Standards issued but not yet effective:

  • IFRS 14 Regulatory Deferral Accounts (issued on 30 January 2014) The European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard– not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2016;
  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets Between an Investor and its Associate or Joint Venture (issued on 11 September 2014) - the endorsement process of these Amendments has been postponed by EU - the effective date was deferred indefinitely by IASB;
  • IFRS 16 Leases (issued on 13 January 2016) effective for financial years beginning on or after 1 January 2019;
  • IFRS 17 Insurance Contracts (issued on 18 May 2017) not yet endorsed by EU at the date of approval of these financial statements - effective for financial years beginning on or after 1 January 2021;

IFRIC 23 Uncertainty over Income Tax Treatments (issued on 7 June 2017) - not yet endorsed by EU at the date of approval of these financial statements - effective for financial years beginning on or after 1 January 2019,

  • Amendments to IFRS 9: Prepayment Features with Negative Compensation (issued on 12 October 2017) ) - effective for financial years beginning on or after 1 January 2019;
  • Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures (issued on 12 October 2017) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2019;
  • Annual Improvements to IFRS Standards 2015-2017 Cycle (issued on 12 December 2017) not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2019,
  • Amendments to IAS 19: Plan Amendment, Curtailment or Settlement (issued on 7 February 2018) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2019,
  • Amendments to References to the Conceptual Framework in IFRS Standards (issued on 29 March 2018) - not yet endorsed by EU at the date of approval of these financial statements – effective for financial years beginning on or after 1 January 2020.

4. Investment in Subsidiaries, Associates and Joint Ventures

The interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries listed below together with direct and indirect ownership of these entities as at the end of each period (the table presents the effective stake):

Subsidiaries

Name Holding Country of 31 March 2018 31 December
Company incorporation 2017
GTC Konstancja Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Korona S.A. GTC S.A. Poland 100% 100%
Globis Poznań Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Aeropark Sp. z o.o. GTC S.A. Poland 100% 100%
Globis Wrocław Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Satellite Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Neptune Gdansk Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Sterlinga Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Karkonoska Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Ortal Sp. z o.o. GTC S.A. Poland 100% 100%
Diego Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Francuska Sp. z o.o. GTC S.A. Poland 100% 100%
GTC UBP Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Pixel Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Moderna Sp. z o.o. GTC S.A. Poland 100% 100%
Centrum Handlowe Wilanow Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Management sp. z o.o. GTC S.A. Poland 100% 100%
GTC Corius sp. z o.o. GTC S.A. Poland 100% 100%
Centrum Światowida sp. z o.o. GTC S.A. Poland 100% 100%
Glorine investments sp. z o.o. GTC S.A. Poland 100% 100%
Glorine investments Sp. z o.o. s.k.a. GTC S.A. Poland 100% 100%
GTC Galeria CTWA Sp. z o.o. GTC S.A. Poland 100% 100%
Artico Sp. z o.o GTC S.A. Poland 100% 100%
Julesberg Sp. z o.o. GTC S.A. Poland 100% 100%
Jowett Sp. z o.o. GTC S.A. Poland 100% 100%
GTC Hungary Real Estate Development Company Ltd.
("GTC Hungary")
GTC S.A. Hungary 100% 100%
GTC Duna Kft. GTC Hungary Hungary 100% 100%
Vaci Ut 81-85 Kft. GTC Hungary Hungary 100% 100%
Riverside Apartmanok Kft. ("Riverside") (1) GTC Hungary Hungary 100% 100%
Centre Point I. Kft. ("Centre Point I") GTC Hungary Hungary 100% 100%
Centre Point II. Kft. GTC Hungary Hungary 100% 100%
Spiral I.Kft. GTC Hungary Hungary 100% 100%
Spiral II Hungary. Kft. GTC Hungary Hungary 100% 100%
River Loft Apartmanok Ltd. (1) GTC Hungary Hungary 100% 100%
SASAD Resort Kft. ("Sasad") GTC Hungary Hungary 100% 100%
Albertfalva Üzletközpont Kft. ("formerly Szeremi Gate") GTC Hungary Hungary 100% 100%
GTC Metro Kft. GTC Hungary Hungary 100% 100%
Kompakt Land Kft GTC Hungary Hungary 100% 100%
GTC White House Kft. ("formerly GTC Renaissance
Plaza Kft.")
GTC Hungary Hungary 100% 100%
VRK Tower Kft GTC Hungary Hungary 100% 100%
Amarantan Ltd. GTC Hungary Hungary 100% 100%
GTC Real Estate Vinohrady s.r.o. (1) GTC S.A. Slovakia 100% 100%

(1) Under liquidation

4. Investment in Subsidiaries, Associates and Joint Ventures (continued)

Subsidiaries

Name Holding
Company
Country of
incorporation
31 March
2018
31 December
2017
GTC Nekretnine Zagreb d.o.o.("GTC Zagreb") GTC S.A. Croatia 100% 100%
Euro Structor d.o.o. GTC S.A. Croatia 70% 70%
Marlera Golf LD d.o.o. GTC S.A. Croatia 80% 80%
Nova Istra Idaeus d.o.o. Marlera Golf LD
d.o.o
Croatia 80% 80%
GTC Matrix d.o.o. GTC S.A. Croatia 100% 100%
Towers International Property S.R.L. GTC S.A. Romania 100% 100%
Galleria Shopping Center S.R.L. (formerly
"International Hotel and Tourism S.R.L.")
GTC S.A. Romania 100% 100%
BCG Investment B.V. GTC S.A. Netherlands 100% 100%
Green Dream S.R.L. GTC S.A. Romania 100% 100%
Aurora Business Complex S.R.L GTC S.A. Romania 71.5% 71.5%
Bucharest City Gate B.V. ("BCG") GTC S.A. Netherlands 100% 100%
Cascade Building S,R,L GTC S.A. Romania 100% 100%
City Gate Bucharest S.R.L. BCG Romania 100% 100%
Mablethompe Investitii S.R.L. GTC S.A. Romania 100% 100%
Venus Commercial Center S.R.L. GTC S.A. Romania 100% 100%
Beaufort Invest S.R.L. GTC S.A. Romania 100% 100%
Fajos S.R.L. GTC S.A. Romania 100% 100%
City Gate S.R.L. BCG Romania 100% 100%
City Rose Park SRL (previously Complexul
Residential Colentina S.R.L. )
GTC S.A. Romania 100% 100%
Operetico Enterprises Ltd. GTC S.A. Cyprus 66.7% 66.7%
Deco Intermed S.R.L. Operetico
Enterprises Ltd.
Romania 66.7% 66.7%
GML American Regency Pipera S.R.L. GTC S.A. Romania 66.7% 66.7%

4. Investment in Subsidiaries, Associates and Joint Ventures (continued)

Subsidiaries

Name Holding
Company
Country of
incorporation
31 March
2018
31 December
2017
GTC Business Park EAD GTC S.A. Bulgaria 100% 100%
NRL EAD GTC S.A. Bulgaria 100% 100%
Advance Business Center EAD GTC S.A. Bulgaria 100% 100%
GTC Yuzhen Park EAD ("GTC Yuzhen") GTC S.A. Bulgaria 100% 100%
GTC Medj Razvoj Nekretnina d.o.o. Beograd GTC S.A. Serbia 100% 100%
GTC Business Park d.o.o. Beograd GTC S.A. Serbia 100% 100%
Commercial and Residential Ventures d.o.o. Beograd GTC S.A. Serbia 100% 100%
Demo Invest d.o.o. Novi Beograd GTC S.A. Serbia 100% 100%
Atlas Centar d.o.o. Beograd GTC S.A. Serbia 100% 100%
Commercial Development d.o.o. Beograd GTC S.A. Serbia 100% 100%
Glamp d.o.o. Beograd GTC S.A. Serbia 100% 100%
GTC BBC d.o.o GTC S.A. Serbia 100% 100%
Europort Investment (Cyprus) 1 Limited GTC S.A. Cyprus 100% 100%
Europort Ukraine Holdings 1 LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%
Europort Ukraine Holdings 2 LLC (1) Europort
Investment
(Cyprus) 1
Limited
Ukraine - 100%
Europort Ukraine LL Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%
Europort Project Ukraine 1 LLC Europort
Investment
(Cyprus) 1
Limited
Ukraine 100% 100%

Investment in Associates and Joint Ventures

Name Holding
Company
Country of
incorporation
31 March 2018 31 December
2017
Yatelsis Viborgskaya Limited of Nicosia ("YVL") GTC S.A. Cyprus 50% 50%
CID Holding S.A. ("CID") (2) GTC S.A. Luxembourg 35% 35%

(1) Liquidated

(2) Under liquidation

5. Segmental analysis

The operating segments are aggregated into reportable segments, taking into consideration the nature of the business, operating markets and other factors. GTC operates in four core markets: Poland, Budapest, Bucharest and Belgrade. Additionally, GTC operates in Zagreb and starting from September 2017 its operation in Bulgaria is solely in Sofia.

Operating segments are divided into geographical zones, which have common characteristics and reflect the nature of management reporting structure:

  • a. Poland
  • b. Belgrade
  • c. Budapest
  • d. Bucharest
  • e. Zagreb
  • f. Bulgaria
  • g. Other

Segment analysis of rental income and costs for the three month period ended 31 March 2018 and 31 March 2017 is presented below:

2
0
1
8
2
0
1
7
Po
fo
l
io
t
r
Re
ve
nu
es
Co
ts
s
Gr
in
os
s m
ar
g
Re
ve
nu
es
Co
ts
s
Gr
in
os
s m
ar
g
Po
lan
d
2
2,
3
7
8
(
8,
0
0
4
)
1
4,
3
7
4
1
3,
2
1
2
(
3,
7
9
9
)
9,
4
1
3
Be
lg
de
ra
4,
7
9
0
(
1,
1
2
4
)
3,
6
6
6
3,
2
2
5
(
8
2
9
)
2,
3
9
6
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da
t
p
es
5,
2
9
6
(
1,
1
2
6
)
4,
1
7
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5,
1
4
9
(
1,
3
4
5
)
3,
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4
Bu
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4,
2
7
8
(
8
5
1
)
3,
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2
7
3,
9
0
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(
8
3
7
)
3,
0
6
3
Za
b
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re
2,
7
2
8
(
8
8
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)
1,
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4
7
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6
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(
8
6
3
)
1,
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4
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lg
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- - - 2,
1
3
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(
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5
2
)
1,
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3
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4
7
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(
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9
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2
7,
4
8
4
3
0,
2
3
0
(
8,
3
2
5
)
2
1,
9
0
5

5. Segmental analysis (continued)

Re
l e
ta
te
a
s
Ca
h a
d
s
n
de
i
ts
p
os
O
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r
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ta
t
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lan
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1,
0
0
7,
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3
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8
0,
2
4
3
1
2,
8
6
9
1,
1
0
0,
3
4
2
5
2
8,
0
1
3
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2
3
2
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2
2
7
6
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6
3
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2
9
2,
7
4
5
9,
6
4
4
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4
4
2
3
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4,
8
3
1
8
5,
7
8
5
1
6,
4
6
1
1
0,
1
2
0
1
1
2,
3
6
6
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da
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p
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3
0
6,
0
2
6
1
6,
7
8
1
4,
3
6
9
3
2
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1
7
6
1
1
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8
3
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7
5
1
9,
1
7
6
1
3
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1
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2
1
8,
9
7
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1
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6
2
9
4,
6
1
3
2
3
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1
3
1
1
2,
6
6
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1
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4
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4
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1
1
3
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1
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9
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b
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re
1
2
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7
4
3
4,
8
7
6
1
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3
5
8
1
3
8,
9
7
7
4
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5
0
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1
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1
1
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2,
8
6
1
6
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2
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6
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1,
7
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5
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8
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1
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4,
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1
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- 1
0
1,
7
9
2
2,
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8
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3,
9
8
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1
9
3,
6
4
5
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1
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5,
0
6
1
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3,
6
1
6
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9
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3
4
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2
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1
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6
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Segment analysis of assets and liabilities for the years ended 31 December 2017 is presented below:

Re
l e
ta
te
a
s
Ca
h a
d
s
n
de
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ta
t
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1,
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1
3,
8
2
4
8
3,
6
9
6
9
7,
5
4
5,
1,
1
0
0
8
7
2
9,
1
5
5
4
0,
2
2
7
4
0,
1
9
6
4
6
3
9,
9
7
9
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lg
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ra
2
6,
2
1
8
7
7,
4
5
4
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1
3
8
5,
2
8
8
1
0
0
9
1
7
4,
1
3
4,
4
4
1
3,
3
2
9
1
0
1,
8
6
3
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da
t
p
es
2
9
8,
3
5
7
1
3
0
2
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2,
8
9
8
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3
1
7
7
3
1
1
5,
7
7
7
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2
6
5
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3
7,
5
1
3
2,
0
6
8
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ha
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2
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6. Administrative expenses

Administrative expenses for the period of three-months ended 31 March 2017 and 31 March 2018 comprises the following amounts:

Three-month period
ended 31 March 2018
Three-month period
ended 31 March 2017
(unaudited) (unaudited)
Administrative expenses 2,759 2,491
Expenses (income) arising from share
base payments
(1,361) 151
1,398 2,642

7. Advance received

Advances received comprises the following amounts:

31 March 2018 31 December 2017
(unaudited) (audited)
Sale of residential units project 88 1,768
Sale of investment properties landbank 3,023 3,043
Rental income received in advance 1,814 2,040
4,925 6,851

8. Investment Property

The investment properties that are owned by the Group are office and commercial space, including property under construction:

Investment property can be split up as follows:

31 March 2018 31 December 2017
(unaudited) (audited)
Completed investment property 1,694,571 1,649,183
Investment property under construction 134,331 148,400
Investment property landbank at cost 132,286 139,258
Total 1,961,188 1,936,841

8. Investment Property (continued)

The movement in investment property for the periods ended 31 March 2018 (unaudited) and 31 December 2017 (audited) was as follows:

Level 2 Level 3 Total
Carrying amount as of 1 January 2017 960,650 644,025 1,604,675
Hierarchy level reclassification 358,200 (358,200) -
Capitalised subsequent expenditure and other 20,111 145,478 165,589
Purchase of completed buildings - 36,857 36,857
Purchase of land plots - 28,526 28,526
Purchase of subsidiaries holding land plots 9,569 12,500 22,069
Adjustment to fair value / (impairment) 33,774 114,428 148,202
Land Disposals - (1,727) (1,727)
Classified to assets held for sale - (4,336) (4,336)
Sale of subsidiaries - (62,000) (62,000)
Classified to fixed assets (1,014) - (1,014)
Carrying amount as of 31 December 2017 1,381,290 555,551 1,936,841
Capitalised subsequent expenditure and other 2,044 20,393 22,437
Adjustment to fair value / (impairment) (1,231) 13,766 12,535
Land Disposals - (4,741) (4,741)
Classified to assets held for sale - (5,884) (5,884)
Carrying amount as of 31 March 2018 1,382,103 579,085 1,961,188

Fair value and impairment adjustment consists of the following:

Three-month
period ended
31 March 2018
Three-month
period ended
31 March 2017
(unaudited) (unaudited )
Adjustment to fair value of completed assets (1,526) 8,111
Adjustment to fair value of property under construction 11,433 17,284
Adjustment of assets held for sale - (1,983)
Reverse of impairment adjustment of IPUC at cost 2,627 1,012
Total 12,534 24,424

8. Investment Property (continued)

Assumptions used in the valuations of completed assets as of 31 March 2018 (unaudited) are presented below:

Portfolio Book value GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV
Fair Value
Hierarchy
Level
'000 Euro sqm % Euro/
sqm/m
Euro/
sqm/m
Poland retail 526,700 113 93% 20.9 21.8 2
Poland office 430,604 212 89% 14.1 14.0 2
Belgrade office 207,681 98 93% 16.2 16.1 3
Budapest office 229,053 119 99% 12.1 13.3 2
Bucharest office 195,746 67 96% 18.5 17.8 2
Zagreb retail 104,787 34 99% 20.8 20.8 2
Total 1,694,571 643 93% 16.1 16.3

Assumptions used in the valuations of completed assets as of 31 December 2017 are presented below:

Portfolio Book value GLA
thousand
Average
Occupancy
Actual
Average
rent
Average
ERV
Fair Value
Hierarchy
Level
'000 Euro sqm % Euro/
sqm/m
Euro/
sqm/m
Poland retail 526,700 113 93% 20.6 21.8 2
Poland office 429,979 212 89% 14.2 14.0 2
Belgrade office 163,181 76 97% 16.4 16.2 3
Budapest office 228,865 119 98% 12.1 13.3 2
Bucharest office 195,746 67 97% 18.4 17.8 2
Zagreb retail 104,712 34 99% 20.8 20.8 2
Total 1,649,183 621 94% 16.1 16.3

Information regarding investment properties under construction as of 31 March 2018 (unaudited) is presented below:

Book value Estimated area (GLA)
'000 Euro thousand sqm
Belgrade (Ada, GreenHeart (*)) 78,790 58
Budapest (White House) 41,500 22
Sofia (ABC I) 10,141 16
Zagreb (Matrix) 3,900 10
Total 134,331 106

(*) The renovation of two buildings with a total GLA of 22 thousands sqm was completed in Q1 2018.

8. Investment Property (continued)

Information regarding to investment properties under construction as of 31 December 2017 is presented below:

Book value Estimated area (GLA)
'000 Euro thousand sqm
Belgrade (Ada, GreenHeart) 106,780 80
Budapest (White House) 30,300 22
Sofia (ABC I) 8,856 16
Zagreb (Matrix) 2,464 10
Total 148,400 128

Information regarding Investment property landbank as of 31 March 2018 and 31 December 2017 is presented below:

Information regarding book value of investment property landbank for construction as of 31 March 2018 and 31 December 2017 is presented below:

31 March 2018 31 December 2017
(unaudited) (audited)
Poland 33,397 33,116
Serbia 5,455 5,454
Hungary 27,073 26,671
Romania 11,263 11,192
Bulgaria 6,416 6,382
Croatia 14,577 14,280
Total 98,181 97,095

Information regarding book value of investment property landbank (long term pipeline) as of 31 March 2018 and 31 December 2017 is presented below:

Ukraine 2,091 2,152
Bulgaria 1,800 3,790
Romania 3,834 9,841
Hungary 8,400 8,400
Poland 17,980 17,980
(unaudited) (audited)
31 March 2018 31 December 2017

9. Inventory and residential landbank

The movement in residential landbank and inventory for the period ended 31 March 2018 (unaudited) was as follows:

Residential
Inventory
Residential
landbank
Total
Carrying amount as of 1 January 2017 5,355 13,761 19,116
Construction costs 2,915 - 2,915
Cost of units sold - (1,063) (1,063)
Disposal of subsidiary (4,515) - (4,515)
Carrying amount as of 31 December
2017
3,755 12,698 16,453
Construction costs 94 - 94
Impairment - - -
Cost of units sold (2,979) - (2,979)
Carrying amount as of 31 March 2018 870 12,698 13,568

10. Non-controlling interest

On 5th December 2017, Zagrebacka Bank agreed to refinance Avenue Mall (Zagreb) with an investment loan. Of the loan amount, an amount of Euro 9.4 million were granted by the Company's subsidiary that holds Avenue Mall (Euro Structor d.o.o.) to its Non-Controlling Interest partner (NCI). The loan bears interest at a rate of 3-month Euribor (but not less than zero) plus 2.6% p.a. which is accrued until final repayment date. The loan principle and interest shall be repaid by 30 November 2022. In the event that Euro Structor renders resolution for distribution of dividend, Euro Structor has the right to set-off the dividend due to the NCI against the loan. In the event that the NCI intends to sell its stake in Euro Structor the loan shall be due for repayment upon the sale.

Summarised financial information of the material non-controlling interest as of 31 March 2018 (unaudited) is presented below:

Avenue Mall Non-core projects Total
NCI share in equity 22,332 (17,855) 4,477
Loans received from NCI - 9,558 9,558
Loans granted to NCI (9,449) - (9,449)
Total as of 31 March 2018 12,883 (8,297) 4,586
NCI share in profit / (loss) 413 (162) 251

11. Short term deposits

Short-term deposits include deposits related to loan agreements, derivatives, and other contractual commitments and can be used only for certain operating activities as determined by underlying agreements.

In the three months period ended 31 March 2018, an amount of Euro 10.4 million was paid in relation with contractual commitments in Galeria Polnocna shopping centre.

12. Assets held for sale

As of 31 March 2018, assets held for sale include Burgas land plot in Bulgaria, and part of Petricani land plot in Romania

13. VAT and other tax receivable

VAT and other tax receivable represent VAT receivable on the purchase of assets, and due to development activity.

14. Trade and other payables

The movement in trade and other payables for three-month period ended 31 March 2018 (unaudited) and the year ended 31 December 2017 (audited) was as follows:

Balance as of 1 January 2017 (36,739)
Charges related to investing activity (14,301)
Charges related to sale of subsidiaries 1,293
Charges related to operating activity (511)
Charges related to Finance activity (247)
Balance as of 31 December 2017 (50,505)
Charges related to investing activity 9,725
Charges related to sale of subsidiaries -
Charges related to operating activity 56
Charges related to Finance activity (105)
Balance as of 31 March 2018 (40,829)

As of 31 March 2018 an amount of Euro 31 million of trade creditors' accruals and provisions relate to development activity payables. This is planned to be financed mostly by long term loans (As of 31 December 2017 amounted to Euro 41 million).

15. Long-term loans and bonds

Bonds mature in 2017-2018 23,866 23,744
Bonds mature in 2018-2019 31,786 48,872
Bonds 1019 29,225 28,959
Schuldschein 1219 15,143 15,023
Bonds 0320 18,500 18,675
Bonds 0620 40,440 40,070
Bonds 1220 10,204 10,117
Bonds 0321 20,549 -
Loan from OTP (GTC) 3,931 4,718
Loan from WBK (Globis Poznan) 15,454 15,579
Loan from WBK (Korona Business Park) 45,803 46,157
Loan from PKO BP (Pixel) 21,085 21,256
Loan from Pekao (Globis Wroclaw) 22,895 23,107
Loan from ING (Nothus and Zephirus) 19,782 20,156
Loan from Berlin Hyp (Corius) 10,977 11,064
Loan from Pekao (Sterlinga) 16,581 16,715
Loan from Pekao (Neptun) 20,908 21,076
Loan from Pekao (Galeria Polnocna) 198,654 199,904
Loan from mBank (Artico) 13,207 12,990
Loan from Pekao (Galeria Jurajska) 90,308 91,176
Loan from Berlin Hyp (UBP) 29,838 30,072
Loan from ING (Francuska) 22,522 22,659
Loan from OTP (Centre Point) 43,551 44,051
Loan from CIB (Metro) 16,360 16,623
Loan from Erste (Spiral) 24,365 24,791
Loan from Erste (White House) 4,861 4,817
Loan from OTP (Duna) 25,946 26,243
Loan from Erste (GTC House) 12,304 12,499
Loan from Erste (19 Avenue) 22,744 22,978
Loan from Intesa Bank (Green Heart) 16,985 13,125
Loan from Raiffeisen Bank (Forty one) 26,988 27,292
Loan from Intesa Bank (Ada) 6,764 -
Loan from Erste (Citygate) 80,444 81,197
Loan from Transilvania (Cascade) 4,792 4,852
Loan from Alpha Bank (Premium) 17,870 18,126
Loan from Zagrabecka Banka (AMZ) 49,500 12,312
Loans from minorities in subsidiaries 9,558 9,984
Deferred issuance debt expenses (7,267) (6,894)
1,077,423 1,034,085

31 March 2018 31 December 2017

15. Long-term loans and bonds (continued)

Long-term loans and bonds have been separated into the current portion and the long-term portion as disclosed below:

31 March 2018 31 December 2017
Current portion of long term loans and bonds:
Bonds mature in 2017-2018 23,866 23,744
Bonds mature in 2018-2019 31,786 32,888
Bonds 1019 446 180
Schuldschein 1219 143 23
Bonds 0320 2 177
Bonds 0620 440 70
Bonds 1220 100 13
Bonds 0321 55 -
Loan from OTP (GTC) 3,145 3,145
Loan from WBK (Globis Poznan) 15,454 495
Loan from WBK (Korona Business Park) 1,395 1,401
Loan from PKO BP (Pixel) 677 679
Loan from Berlin Hyp (UBP) 930 932
Loan from Pekao (Galeria Jurajska) 3,508 3,496
Loan from Pekao (Globis Wroclaw) 22,895 23,107
Loan from ING (Nothus and Zephirus) 10,450 10,824
Loan from Berlin Hyp (Corius) 342 343
Loan from Pekao (Sterlinga) 525 527
Loan from Pekao (Neptun) 662 665
Loan from mBank (Artico) 140 -
Loan from Pekao (Galeria Polnocna) 5,000 5,000
Loan from ING (Francuska) 540 542
Loan from OTP (Centre Point) 2,015 2,009
Loan from Erste (White House) 164 120
Loan from OTP (Duna) 1,201 1,197
Loan from CIB (Metro) 1,080 1,068
Loan from Erste (Spiral) 1,489 1,396
Loan from Erste (GTC House) 781 781
Loan from Erste (19 Avenue) 934 934
Loan from Intesa Bank (Green Heart) 357 700
Loan from Raiffeisen Bank (Forty one) 1,238 1,217
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 2,000 4,454
Loan from Transilvania (Cascade) 240 240
Loan from Erste (City Gate) 3,010 2,989
Loan from Alpha Bank (Premium) 1,025 1,025
138,035 126,381

15. Long-term loans and bonds (continued)

31 March 2018 31 December 2017
Long term portion of long term loans and bonds:
Bonds mature in 2018-2019 - 15,984
Bonds 1019 28,779 28,779
Schuldschein 1219 15,000 15,000
Bonds 0320 18,498 18,498
Bonds 0620 40,000 40,000
Bonds 1220 10,104 10,104
Bonds 0321 20,494 -
Loan from OTP (GTC) 786 1,573
Loan from WBK (Globis Poznan) - 15,084
Loan from WBK (Korona Business Park) 44,408 44,756
Loan from PKO BP (Pixel) 20,408 20,577
Loan from ING (Nothus and Zephirus) 9,332 9,332
Loan from Berlin Hyp (Corius) 10,635 10,721
Loan from Pekao (Neptun) 20,246 20,411
Loan from Pekao (Sterlinga) 16,056 16,188
Loan from Pekao (Galeria Polnocna) 193,654 194,904
Loan from Pekao (Galeria Jurajska) 86,800 87,680
Loan from Berlin Hyp (UBP) 28,908 29,140
Loan from mBank (Artico) 13,067 12,990
Loan from ING (Francuska) 21,982 22,117
Loan from OTP (Centre Point) 41,536 42,042
Loan from OTP (Duna) 24,745 25,046
Loan from CIB (Metro) 15,280 15,555
Loan from Erste (Spiral) 22,876 23,395
Loan from Erste (White House) 4,697 4,697
Loan from Erste (GTC House) 11,523 11,718
Loan from Erste (19 Avenue) 21,810 22,044
Loan from Intesa Bank (Green Heart) 16,628 12,425
Loan from Raiffeisen Bank (Forty one) 25,750 26,075
Loan from Intesa Bank (Ada mall) 6,764 -
Loan from Erste (City Gate) 77,434 78,208
Loan from Alpha Bank (Premium) 16,845 17,101
Loan from Transilvania (Cascade) 4,552 4,612
Loan from Zagrabecka Banka (Avenue Mall Zagreb) 47,500 7,858
Loans from minorities in subsidiaries 9,558 9,984
Deferred issuance debt expenses (7,267) (6,894)
939,388 907,704

As securities for the bank loans, the banks have mortgage over the assets and security deposits together with assignment of the associated receivables and insurance rights.

15. Long-term loans and bonds (continued)

In its financing agreements with banks, the Company undertakes to comply with certain financial covenants that are listed in those agreements; the main covenants are: maintaining a Loan-to-Value and Debt Service Coverage ratios in the company that holds the project.

In addition, substantially, all investment properties and IPUC that were financed by a lender have been pledged to secure the long-term loans from banks. Unless otherwise stated, fair value of the pledged assets exceeds the carrying value of the related loans.

Repayments of long-term debt and interest are scheduled as follows (Euro million):

31 March 2018
(unaudited)
31 December 2017
(audited)
First year 163 150
Second year 246 157
Third year 155 240
Fourth year 169 186
Fifth year 122 66
Thereafter 319 334
1,174 1,133

16. Taxation

Regulations regarding VAT, corporate income tax and social security contributions are subject to frequent changes. These frequent changes result in there being little point of reference, inconsistent interpretations not consistent and few established precedents that may be followed. The binding regulations also contain uncertainties, resulting in differences in opinion regarding the legal interpretation of tax regulations both between government bodies, and between government bodies and companies. Tax settlements and other areas of activity (e.g. customs or foreign currency related issues) may be subject to inspection by administrative bodies authorised to impose high penalties and fines, and any additional taxation liabilities calculated as a result must be paid together with high interest. The above circumstances mean that tax exposure is greater in Group's countries than in countries that have a more established taxation system.

Effective 15 July 2016, the Polish Tax Code was amended for the General Anti-Abuse Rule (GAAR) provisions. The new regulation will require significantly more judgement in assessment of the tax consequences of particular transactions.

17. Capital and Reserves

Shareholders who as at 31 March 2018 held above 5% of the Company shares were as follows:

  • LSREF III
  • OFE PZU
  • OFE AVIVA BZ WBK

Phantom shares

Certain key management personnel of the Company are entitled to specific payments resulting from phantom shares in the Company (the "Phantom Shares").

The Phantom shares (as presented in below mentioned table) have been accounted for based on future cash settlement.

Strike (PLN) Blocked Vested Total
9.67 105,000 105,000
7.73 100,000 50,000 150,000
6.82 3,876,400 4,044,800 7,921,200
Total 4,081,400 4,094,800 8,176,200

As at 31 March 2018, phantom shares issued were as follows:

Last exercise date Strike (in PLN) Number of phantom
shares
30/06/2019 6.82 1,894,400
31/12/2020 7.73 150,000
30/06/2021 6.82 1,275,200
15/08/2021 6.82 3,036,000
31/12/2021 6.82 1,412,000
31/12/2021 9.73 105,000
30/06/2022 6.82 303,600
Total 8,176,200

The Phantom shares (as presented in above mentioned table) have been provided for assuming cash payments will be effected, as the Company assesses that it is more likely to be settled in cash.

18. Earnings per share

Basic and diluted earnings per share were calculated as follows:

Three-month
period ended
Three-month
period ended
31 March 2018 31 March 2017
(unaudited) (unaudited)
Profit for the period attributable to equity holders
(Euro)
24,058,000 32,180,000
Weighted average number of shares for calculating
basic earnings per share
470,303,504 460,216,478
Basic earnings per share (Euro) 0.05 0.07

There have been no potentially dilutive instruments as at 31 March 2018, 31 March 2017 and 31 December 2017.

19. Subsequent events

In April 2018, the Company signed a preliminary agreement for the acquisition of a Bulgarian company, which owned a shopping mall and adjacent office building located in Sofia, Bulgaria.

Mall of Sofia provides 23,700 sqm of retail leasable area and 10,300 sqm of office space. Retail occupancy rate is currently at 98% and office occupancy rate is currently at 100%.

The net purchase price amounted to EUR 90 million. Simultaneously, the Company entered into a loan agreement with OTP BANK PLC and DSK BANK EAD. The banks will finance the Mall of Sofia in the amount of EUR 61.4 million.

The closing of the transaction is expected in the second quarter of 2018, following the fulfilment of standard conditions precedent.

20. Release date

The interim condensed consolidated financial statements were authorised for the issue by the Management Board on 17 May 2018.