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GTC - Globe Trade Centre S.A. Proxy Solicitation & Information Statement 2024

Jun 3, 2024

5627_rns_2024-06-03_cf9bc767-324d-47be-aaab-664a096f152e.pdf

Proxy Solicitation & Information Statement

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GLOBE TRADE CENTRE SPÓŁKA AKCYJNA
(THE “COMPANY”)
INSTRUCTIONS
CONCERNING THE EXERCISE OF VOTING RIGHTS
BY PROXY

The Annual General Meeting of Globe Trade Centre S.A. with its registered seat in Warsaw, convened for 26 June 2024, at 13.00 (Warsaw Time – UTC+2) in Warsaw, ul. Komitetu Obrony Robotników 45A (the "Nothus" Building).

| ITEM 2 ON THE AGENDA – ELECTION OF THE CHAIRMAN OF THE GENERAL MEETING
(DRAFT RESOLUTION – SCHEDULE NO. 1) | | | |
| --- | --- | --- | --- |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 4 ON THE AGENDA – ADOPTION OF THE AGENDA
(DRAFT RESOLUTION – SCHEDULE NO. 2) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 5 ON THE AGENDA – CONSIDERATION AND APPROVAL OF THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2023, AND OF THE REPORT OF THE MANAGEMENT BOARD ON THE COMPANY’S OPERATIONS IN THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 3) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |

1

2

☐ Other:
ITEM 6 ON THE AGENDA – CONSIDERATION AND APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY'S CAPITAL GROUP FOR THE FINANCIAL YEAR 2023 AND OF THE REPORT OF THE MANAGEMENT BOARD ON THE OPERATIONS OF THE COMPANY'S CAPITAL GROUP IN THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION – SCHEDULE NO. 4)
☐ In favour
Number of shares: ___ ☐ Against
☐ Raising an objection
Number of shares: ___ ☐ Abstain
Number of shares: ___ ☐ as the attorney sees fit
Number of shares: ___
☐ Other:
ITEM 7 ON THE AGENDA – DISTRIBUTION OF PROFIT FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION – SCHEDULE NO. 5)
☐ In favour
Number of shares: ___ ☐ Against
☐ Raising an objection
Number of shares: ___ ☐ Abstain
Number of shares: ___ ☐ as the attorney sees fit
Number of shares: ___
☐ Other:
ITEM 8 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY MR ZOLTÁN FEKETE - PRESIDENT OF THE COMPANY'S MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 6)
☐ In favour
Number of shares: ___ ☐ Against
☐ Raising an objection
Number of shares: ___ ☐ Abstain
Number of shares: ___ ☐ as the attorney sees fit
Number of shares: ___
☐ Other:

3

| ITEM 8 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY ARIEL ALEJANDRO FERSTMAN - A MEMBER OF THE COMPANY'S MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 7) | | | |
| --- | --- | --- | --- |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 8 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY JANOS GARDAI - A MEMBER OF THE COMPANY'S MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 8) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 8 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY BARBARA SIKORA - A MEMBER OF THE COMPANY'S MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 9) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |

4

| ITEM 8 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY GYULA NAGY - PRESIDENT OF THE COMPANY'S MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 10) | | | |
| --- | --- | --- | --- |
| ☐ In favour
Number of shares: _ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: _ | ☐ as the attorney sees fit
Number of shares: _ |
| ☐ Other: | | | |
| ITEM 8 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY ZSOLT FARKAS - A MEMBER OF THE COMPANY'S MANAGEMENT BOARD FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 11) | | | |
| ☐ In favour
Number of shares: _ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: _ | ☐ as the attorney sees fit
Number of shares: _ |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY JÁNOS BARTHA - A MEMBER OF THE SUPERVISORY BOARD AND CHAIRMAN OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 12) | | | |
| ☐ In favour
Number of shares: _ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: _ | ☐ as the attorney sees fit
Number of shares: _ |
| ☐ Other: | | | |

5

| ITEM 9 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY MARIUSZ GRENDOWICZ - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 13) | | | |
| --- | --- | --- | --- |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY MARCIN MURAWSKI - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 14) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA - GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY GYULA NAGY - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 15) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |

6

| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY BRUNO VANNINI - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 16) | | | |
| --- | --- | --- | --- |
| ☐ In favour
Number of shares: _ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: _ | ☐ as the attorney sees fit
Number of shares: _ |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY ARTUR KOZIEJA - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 17) | | | |
| ☐ In favour
Number of shares: _ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: _ | ☐ as the attorney sees fit
Number of shares: _ |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY BÁLINT SZÉCSÉNYI - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 18) | | | |
| ☐ In favour
Number of shares: _ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: _ | ☐ as the attorney sees fit
Number of shares: _ |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY LÓRANT DUDAS - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 19) | | | |

| ☐ In favour
Number of shares: __ | ☐ Against
☐ Raising an objection
Number of shares: _ | ☐ Abstain
Number of shares: | ☐ as the attorney sees fit
Number of shares: |
| --- | --- | --- | --- |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY BALÁZS FIGURA - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 20) | | | |
| ☐ In favour
Number of shares: | ☐ Against
☐ Raising an objection
Number of shares: | ☐ Abstain
Number of shares: | ☐ as the attorney sees fit
Number of shares: |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY LÁSZLÓ GUT - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 21) | | | |
| ☐ In favour
Number of shares: | ☐ Against
☐ Raising an objection
Number of shares: | ☐ Abstain
Number of shares: | ☐ as the attorney sees fit
Number of shares: |
| ☐ Other: | | | |
| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY SŁAWOMIR NIEMIERKA - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 22) | | | |
| ☐ In favour
Number of shares: | ☐ Against
☐ Raising an objection
Number of shares: | ☐ Abstain
Number of shares: | ☐ as the attorney sees fit
Number of shares: ___ |

☐ Other:

| ITEM 9 ON THE AGENDA – GRANTING APPROVAL FOR THE FULFILMENT OF DUTIES PERFORMED BY DOMINIK JANUSZEWSKI - A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY FOR THE FINANCIAL YEAR 2023
(DRAFT RESOLUTION - SCHEDULE NO. 23) | | | |
| --- | --- | --- | --- |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 10 ON THE AGENDA – THE OPINION OF THE GENERAL MEETING REGARDING THE REPORT ON THE REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF THE COMPANY FOR 2023
(DRAFT RESOLUTION – SCHEDULE NO. 24) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |
| ITEM 11 ON THE AGENDA – THE ADOPTION OF THE RESOLUTION ON THE APPOINTMENT OF THE CHAIRMAN OF THE SUPERVISORY BOARD
(DRAFT RESOLUTION - SCHEDULE NO. 25) | | | |
| ☐ In favour | ☐ Against
☐ Raising an objection | ☐ Abstain | ☐ as the attorney sees fit |
| Number of shares: | Number of shares: | Number of shares: | Number of shares: |
| ☐ Other: | | | |

8

9

| ITEM 12 ON THE AGENDA – THE ADOPTION OF THE RESOLUTION ON THE REPEAL OF THE CURRENT SUPERVISORY BOARD BY-LAWS AND ADOPTION OF NEW TEXT OF THE SUPERVISORY BOARD BY-LAWS
(DRAFT RESOLUTION - SCHEDULE NO. 26) | | | |
| --- | --- | --- | --- |
| ☐ In favour

Number of shares: __ | ☐ Against
☐ Raising an objection

Number of shares: __ | ☐ Abstain

Number of shares: __ | ☐ as the attorney sees fit

Number of shares: __ |
| ☐ Other: | | | |

10

EXPLANATIONS

The shareholders are requested to give instructions by marking a relevant box with an "X". If the box "Other" is marked, the shareholders are requested to give detailed instructions concerning the exercise of the voting rights by the shareholder.

If the shareholder decides to vote differently with respect to certain of his shares, the shareholder is requested to note in the relevant box the number of shares with respect to which the attorney is to vote "in favour", "against" or "abstain". If no number of shares is given, it is considered that the attorney is authorised to vote in accordance with the stated procedure with respect to all the shares held by that shareholder.

Draft resolutions which are to be adopted as part of the various points on the agenda are attached as schedules to these instructions.

Please note that the draft resolutions attached to these instructions may differ from the draft resolutions voted at the Annual General Meeting. In order to avoid any doubts as to the manner of voting by the attorney in such an event, please state in the box "other" how the attorney is supposed to act in such circumstances.

DRAFT RESOLUTION - SCHEDULE NO. 1

RESOLUTION No. 1

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on the election of the Chairman of the General Meeting

§ 1.

Pursuant to Article 409 § 1 of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company resolves to appoint the Chairman of the Meeting in the person of [ ].

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

11

DRAFT RESOLUTION - SCHEDULE NO. 2

RESOLUTION No. 2

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on the adoption of the agenda

The Annual General Meeting of the Shareholders of the Company adopts the following agenda:

  1. Opening of the General Meeting;
  2. Election of the Chairman of the General Meeting;
  3. Statement regarding the fact that the General Meeting was duly convened and that it is capable of adopting resolutions;
  4. Adoption of the General Meeting's agenda;
  5. Adoption of a resolution on the consideration and approval of the Company's financial statements for the financial year 2023, and of the report of the Management Board on the Company's operations in the financial year 2023;
  6. Adoption of a resolution on the consideration and approval of the consolidated financial statements of the Company's Capital Group for the financial year 2023 and of the report of the Management Board on the operations of the Company's Capital Group in the financial year 2023;
  7. Adoption of a resolution on the distribution of profit for the financial year 2023;
  8. Adoption of resolutions on granting approval of the fulfilment of duties performed by the Company's Management Board Members in the financial year 2023 (separately for each member);
  9. Adoption of resolutions on granting approval of the fulfilment of duties performed by the Company's Supervisory Board Members in the financial year 2023 (separately for each member);
  10. Adoption of a resolution on the opinion of the General Meeting regarding the report on the remuneration of the Members of the Management Board and Supervisory Board of the Company for 2023;
  11. Adoption of a resolution on the appointment of the Chairman of the Supervisory Board;
  12. Adoption of a resolution on the opinion of the General Meeting on the repeal of the current Supervisory Board by-laws and adoption of new text of the Supervisory Board by-laws;
  13. Closing of the General Meeting.

§ 2.

This resolution comes into force on the date of its adoption.

12

DRAFT RESOLUTION - SCHEDULE NO. 3

RESOLUTION No. 3

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on the consideration and approval of the Company's financial statements for the financial year 2023 and the Management Board's report on the Company's activities in the financial year 2023

§ 1.

Pursuant to Articles 393(1) and 395 § 2(1) of the Commercial Companies Code and Article 53(1) of the Accounting Act dated 29 September 1994 as amended, the Annual General Meeting of the Shareholders of the Company, having reviewed and considered the opinion of the Supervisory Board of the Company, approves the financial statements of the Company for the financial year 2023 including the separate statement regarding the financial position of the Company as at 31 December 2023, the separate income statement, the separate statement on comprehensive income, the separate statement on changes in equity, the separate statement on changes in cash flows and the accounting principles (policy) and additional notes, and approves the report of the Company's Management Board regarding the Company's activities in the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

DRAFT RESOLUTION - SCHEDULE NO. 4

RESOLUTION No. 4

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2023

on the consideration and approval of the consolidated financial statements of the Company's Capital Group for the financial year 2023 and the report of the Company's Management Board on the activities of the Company's Capital Group in the financial year 2023

§ 1.

Pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c (4) of the Accounting Act of 29 September 1994, the Annual General Meeting of the Shareholders of the Company, having reviewed the consolidated financial statements of the Company's Capital Group for the financial year 2023 and the report of the Company's Management Board on the activities of the Company's Capital Group in the financial year 2023, approves the consolidated financial statements of the Company's Capital Group for the financial year 2023 and the report of the Company's Management Board on the activities of the Company's Capital Group in the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

DRAFT RESOLUTION - SCHEDULE NO. 5

RESOLUTION No. 5

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on approval of the Management Board's proposal related to the distribution of profit for the financial year 2023

§ 1.

Pursuant to Article 395 § 2(2) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company resolves on the distribution of profit in an amount equivalent to:

i. shown as the profit for the financial year ending 31 December 2023 as disclosed in the Company's financial statements, i.e. the amount of PLN 45,500,000 (in words: forty-five million five hundred thousand złoty), increased by

ii. the part of the reserve capital, created from undistributed profits from previous years, in the amount of PLN 82 216 000,00 (in words: eighty - two million two hundred sixteen thousand złoty)

shall be distributed to the Company's shareholders in the form of a dividend, as set out in §2 - §3 below.

§2.

The shareholders of record as of 30 August 2024 (the dividend record date) will be entitled to receive the dividend indicated above. The dividend shall be payable in cash. The dividend payment date shall be 27 September 2024.

§3.

The dividend to be paid out by the Company shall amount to PLN 0,22 groszy (in words: twenty two groszy) per share.

§ 4.

This resolution comes into force on the date of its adoption.

15

DRAFT RESOLUTION - SCHEDULE NO. 6

RESOLUTION No. 6

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Mr Zoltán Fekete - President of the Company's Management Board for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the President of the Company's Management Board, Mr Zoltán Fekete, for the period from 1 January 2023 to 31 August 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

16

DRAFT RESOLUTION - SCHEDULE NO. 7

RESOLUTION No. 7

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Ariel Alejandro Ferstman - a member of the Company's Management Board for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mr Ariel Alejandro Ferstman for the period from 1 January 2023 to 25 April 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was passed by secret ballot.

17

DRAFT RESOLUTION - SCHEDULE NO. 8

RESOLUTION No. 8

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Janos Gardai - a member of the Company's Management Board for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mr Janos Gardai from 1 January 2023 to 31 August 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

18

DRAFT RESOLUTION - SCHEDULE NO. 9

RESOLUTION No. 9

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Barbara Sikora - a member of the Company's Management Board for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mrs. Barbara Sikora, for the period from 1 May 2023 to 31 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

19

DRAFT RESOLUTION - SCHEDULE NO. 10

RESOLUTION No. 10

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Gyula Nagy - President of the Company's Management Board for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the President of the Company's Management Board, Mr Gyula Nagy, for the period from 31 August 2023 to 31 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

20

DRAFT RESOLUTION - SCHEDULE NO. 11

RESOLUTION No. 11

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Zsolt Farkas - a member of the Company's Management Board for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Management Board member, Mr Zsolt Farkas for the period from 31 August 2023 to 31 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

21

DRAFT RESOLUTION - SCHEDULE NO. 12

RESOLUTION No. 12

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by János Bartha - a Member of the Supervisory Board and Chairman of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Chairman of the Company's Supervisory Board, Mr János Bartha for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

22

DRAFT RESOLUTION - SCHEDULE NO. 13

RESOLUTION No. 13

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Mariusz Grendowicz - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Mariusz Grendowicz, for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

23

DRAFT RESOLUTION - SCHEDULE NO. 14

RESOLUTION No. 14

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Marcin Murawski - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Marcin Murawski, for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

24

DRAFT RESOLUTION - SCHEDULE NO. 15

RESOLUTION No. 15

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Gyula Nagy - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Gyula Nagy, for the period from 1 January 2023 to 24 August 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

25

DRAFT RESOLUTION - SCHEDULE NO. 16

RESOLUTION No. 16

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Bruno Vannini - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Bruno Vannini for the period from 1 January 2023 to 15 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

26

DRAFT RESOLUTION - SCHEDULE NO. 17

RESOLUTION No. 17

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Artur Kozieja - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Artur Kozieja, for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

27

DRAFT RESOLUTION - SCHEDULE NO. 18

RESOLUTION No. 18

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Bálint Szécsényi - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Bálint Szécsényi (Bálint Szécsényi) for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was passed by secret ballot.

28

DRAFT RESOLUTION - SCHEDULE NO. 19

RESOLUTION No. 19

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Lórant Dudas - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Lórant Dudas for the performance of his duties for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

29

DRAFT RESOLUTION - SCHEDULE NO. 20

RESOLUTION No. 20

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Balázs Figura - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Balázs Figura for the financial year 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

30

DRAFT RESOLUTION - SCHEDULE NO. 21

RESOLUTION No. 21

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Lászlo Gut - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Lászlo Gut for the period from 24 August 2023 to 31 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

31

DRAFT RESOLUTION - SCHEDULE NO. 22

RESOLUTION No. 22

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Sławomir Niemierka - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Sławomir Niemierka for the period from 2 January 2023 to 31 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

32

DRAFT RESOLUTION - SCHEDULE NO. 23

RESOLUTION No. 23

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on granting approval for the fulfilment of duties performed by Dominik Januszewski - a Member of the Supervisory Board of the Company for the financial year 2023

§ 1.

Pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code, the Annual General Meeting of the Shareholders of the Company grants its approval regarding the fulfilment of duties performed by the Company's Supervisory Board Member, Mr Dominik Januszewski for the period from 16 May 2023 to 31 December 2023.

§ 2.

This resolution comes into force on the date of its adoption.

§ 3.

The resolution was adopted by secret ballot.

33

DRAFT RESOLUTION - SCHEDULE NO. 24

RESOLUTION No. 24

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on the opinion of the General Meeting of Shareholders of the Company on the report regarding the remuneration of the members of the Management Board and the Supervisory Board of the Company for the year 2023

§ 1.

The Annual General Meeting of the Shareholders of the Company, acting on the basis of Article 90g (6) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies, and Article 395 § 2¹ of the Commercial Companies Code, following a review of the report regarding the remuneration of the Members of the Management Board and Supervisory Board of the Company prepared by the Supervisory Board of the Company for the year 2023 (hereinafter: the "Report"), which was also reviewed by a certified auditor - PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością sp.k, issues a positive opinion on the content of the Report.

§ 2.

This resolution comes into force on the date of its adoption.

34

DRAFT RESOLUTION - SCHEDULE NO. 25

RESOLUTION No. 25

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company") dated 26 June 2024

on the appointment of the Chairman of the Supervisory Board

§ 1.

The Annual General Meeting of the Shareholders of the Company, acting on the basis of Article 385 §1 of the Commercial Companies Code and Article 9 paragraph 3 of the Company's Articles of Association, hereby Appoints Mr. [is] as a Chairman of the Supervisory Board of the Company.

§ 2.

This resolution comes into force on the date of its adoption.

35

DRAFT RESOLUTION - SCHEDULE NO. 26

RESOLUTION No. 26

Annual General Meeting of the Shareholders of Globe Trade Centre Spółka Akcyjna (the "Company")

dated 26 June 2024

on the repeal of the current Supervisory Board by-laws and adoption of new text of the

Supervisory Board by-laws

§ 1.

The Annual General Meeting of the Shareholders of the Company, acting on the basis of Article 11 Section 9 of the Company's Articles of Association, repeals the current bylaws of the Company's Supervisory Board and adopts the new wording of the Supervisory Board bylaws, which reads as follows:

"RULES OF THE SUPERVISORY BOARD

OF GLOBE TRADE CENTRE SPÓŁKA AKCYJNA, WITH ITS REGISTERED OFFICE IN WARSAW (THE “RULES”)

§ 1. GENERAL PROVISIONS

The following terms used in these Rules shall mean:

Shareholders: the shareholders of the Company.

Shareholders' Meeting Delegate: an Independent Member appointed by a resolution of the General Meeting in accordance with the Statute.

Best Practice for WSE Listed Companies: the Best Practice for WSE Listed Companies 2021 adopted by Resolution No. 13/1834/2021 of the Supervisory Board of the Warsaw Stock Exchange S.A. of 29 March 2021 on the adoption of the "Best Practice for WSE Listed Companies 2021" or the document that supersedes it.

Commercial Companies Code: the Act of 15 September 2000 – the Commercial Companies Code (as amended).

Independence Criteria: the independence requirements set out for independent audit committee members in generally applicable legislation, i.e. the Polish Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision, as amended, or an Act that supersedes it.

Independent Member: a member of the Supervisory Board who fulfils the Independence Criteria.

Supervisory Board: the Supervisory Board of the Company appointed in accordance with the Statute.

Company: Globe Trade Centre Spółka Akcyjna, with its registered office in Warsaw.

Statute: the statute of the Company.

General Meeting: an ordinary or extraordinary general meeting of the Shareholders convened in accordance with the Statute or the Commercial Companies Code.

Management Board: the management board of the Company appointed in accordance with the Statute.

36

The Supervisory Board shall operate pursuant to the provisions of the Commercial Companies Code, the Statute, the resolutions of the General Meeting, and these Rules, taking into account the Best Practices for WSE Listed Companies, with the exception of the practices in respect to which the Management Board has made a declaration of their non-application.

These Rules specify the organisation of and the manner in which the Supervisory Board performs its activities.

§ 2. COMPOSITION, APPOINTMENT AND DISMISSAL OF SUPERVISORY BOARD MEMBERS

The composition and procedure for appointing and dismissing members of the Supervisory Board are specified in the Statute.

§ 3. SCOPE OF THE SUPERVISORY BOARD'S OPERATIONS

  1. The Supervisory Board exercises constant supervision over the Company's activities in all areas of its operation. The scope of competences of the Supervisory Board is specified under Article 10 of the Statute.

The Supervisory Board shall conduct its operations, in particular hold its meetings and adopt resolutions during its meetings, in the manner specified in Article 11 of the Statute.

§ 4. ORGANISATION OF THE SUPERVISORY BOARD

  1. The work of the Supervisory Board is managed by the Chairman of the Supervisory Board, who is responsible for duly organising the work of the Supervisory Board and, in particular, for convening the meetings of the Supervisory Board in accordance with the provisions of § 5 below. The procedure for the appointment of the Chairman of the Supervisory Board is set out in Article 9(3) of the Statute.

Within the Supervisory Board, an Audit Committee and a Remuneration Committee are appointed. The Supervisory Board may appoint other standing or ad hoc committees consisting of members of the Supervisory Board to perform specific supervisory activities

§ 5. CONVENING MEETINGS OF THE SUPERVISORY BOARD

  1. Meetings of the Supervisory Board are convened by the Chairman of the Supervisory Board or a person authorised by the Chairman, on their own initiative or at the Chairman's request, as necessary, but at least once in each quarter of each financial year, subject to Article 11(3) of the Statute.

The members of the Supervisory Board of the Company and the Management Board of the Company are entitled to request a meeting of the Supervisory Board.

A request to convene a meeting of the Supervisory Board should be submitted to the Chairman of the Supervisory Board or a person authorised by the Chairman and must include the proposed agenda.

The Chairman of the Supervisory Board shall notify the other members of the Supervisory Board and any guests invited by the Supervisory Board of:

1) the date, time and place of the meeting,
2) the proposed agenda, and
3) the use of means of direct communication at a distance during the meeting,

by post, courier or email to the addresses given by the members of the Supervisory Board.

§ 6. OPERATIONS OF THE SUPERVISORY BOARD

  1. At the meetings of the Supervisory Board, items on the agenda shall be discussed. During a meeting, the Supervisory Board may also adopt resolutions on items not included in the proposed agenda, if none of the Supervisory Board Members participating in the meeting objects to such adoptions.

The Supervisory Board may also hold meetings without formally convening them if all of the members of the Supervisory Board agree and do not object to the inclusion of individual items on the agenda.

37

Meetings of the Supervisory Board shall be chaired by the Chairman of the Supervisory Board or, in the Chairman's absence, by one of the members of the Supervisory Board indicated by the members present at the meeting.

Each member of the Supervisory Board shall have only one vote. Subject to the provisions of Article 11(5) of the Statute, in the event of an equal number of votes cast, the Chairman of the Supervisory Board shall have the casting vote.

Subject to point 6 below, the votes of the Supervisory Board shall be cast in an open ballot.

Resolutions on personnel matters, including resolutions on the remuneration of the members of the Management Board, will be adopted by secret ballot.

Minutes will be taken of every meeting of the Supervisory Board at which any resolutions are passed.

The minutes shall include the agenda, the names of the members of the Supervisory Board participating in the vote, and the number of votes cast in favour of and against the respective resolutions. The minutes shall also indicate any dissenting opinion of a member of the Supervisory Board together with a possible justification thereof.

The minutes shall be signed by at least the member of the Supervisory Board chairing the meeting or managing the vote, provided that if the minutes include resolutions that require a vote in favour of such resolutions by the Shareholders' Meeting Delegate, the minutes shall also be signed by the Shareholders' Meeting Delegate.

The minutes, together with the resolutions, shall be kept at the Company's registered office.

§ 7. AUDIT COMMITTEE

The Audit Committee operates within the Supervisory Board. The organisation and operating principles of the Audit Committee are specified in the Rules of the Audit Committee adopted by the Supervisory Board. Any amendments to the Rules of the Audit Committee require a resolution of the Supervisory Board to be effective.

§ 8. REMUNERATION COMMITTEE

  1. The Remuneration Committee operates within the Supervisory Board.
  2. The Remuneration Committee adopts resolutions to make recommendations within the scope of the powers of the Supervisory Board referred to in Article 10(1)(a) of the Statute. The recommendations of the Remuneration Committee are non-binding.
  3. The Remuneration Committee consists of three members, including the Chairman of the Remuneration Committee.
  4. The members of the Remuneration Committee, including its Chairman, are appointed by the Supervisory Board by resolution.
  5. The term of office of the members of the Remuneration Committee expires upon the expiry of the term of office of the members of the Supervisory Board.
  6. A member of the Remuneration Committee may, at any time, be dismissed from the Remuneration Committee by a resolution of the Supervisory Board or may submit their resignation from the position of a member of the Remuneration Committee to the Supervisory Board.
  7. If the mandate of a Supervisory Board member appointed to the Remuneration Committee expires before the end of the term of office of the Supervisory Board, or if the member is dismissed or resigns pursuant to point 6 above, the Supervisory Board shall fill the empty position in the Remuneration Committee by appointing a new member of the Remuneration Committee.
  8. The Supervisory Board may adopt rules of the remuneration committee specifying its organisation and operating principles. Until the rules of the remuneration committee are adopted, the provisions of these Rules shall apply accordingly to the organisation and operating principles of the Remuneration Committee. Any amendments to the rules of the remuneration committee require a resolution of the Supervisory Board to be effective.

§ 9. CONFIDENTIALITY

  1. The Supervisory Board members, together with other participants of Supervisory Board meetings, are required, to the extent permissible by law, to keep confidential any matter that is a subject of a Supervisory Board meeting.

  2. A member of the Supervisory Board may not disclose the Company's secrets, even after the expiry of their mandate.

§ 10. FINAL PROVISIONS

Any amendments to these Rules shall be introduced according to the procedure for adopting the Rules as set out in the Statute."

§ 2.

This resolution comes into force on the date of its adoption.

39

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