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GTC - Globe Trade Centre S.A. Proxy Solicitation & Information Statement 2026

Mar 16, 2026

5627_rns_2026-03-16_05d335f2-8d59-4735-9732-68a4a09c800d.pdf

Proxy Solicitation & Information Statement

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ANNOUNCEMENT
OF THE MANAGEMENT BOARD
OF GLOBE TRADE CENTRE SPÓŁKA AKCYJNA
WITH ITS REGISTERED SEAT IN WARSAW
ON THE CONVOCATION OF AN EXTRAORDINARY GENERAL MEETING

The Management Board of Globe Trade Centre Spółka Akcyjna with its registered seat in Warsaw (the "Company"), pursuant to Article 398, Article 399 §1, Article 402¹ and Article 402² of the Commercial Companies Code (the "CCC") and in connection with Article 8(3) of the Articles of Association of the Company, convenes the Extraordinary General Meeting of the Company (the "Extraordinary General Meeting") for 14 April 2026 at 12:00 p.m. (Warsaw Time – UTC+2) to be held in Warsaw in Airport Hotel Okęcie at ul. Komitetu Obrony Robotników 24, conference room "Concorde" located on the 7th floor.

Agenda:

  1. Opening of the Extraordinary General Meeting;
  2. Election of the Chairman of the Extraordinary General Meeting;
  3. Statement regarding the fact that the Extraordinary General Meeting was duly convened and that it is capable of adopting resolutions;
  4. Adoption of the Extraordinary General Meeting's agenda;
  5. Adoption of a resolution regarding the appointment of the Chairman of the Supervisory Board of the Company;
  6. Adoption of a resolution regarding the determination of the remuneration of the members of the Supervisory Board of the Company;
  7. Adoption of a resolution regarding amendments to the Articles of Association of the Company and the adoption of a new consolidated text of the Articles of Association of the Company;
  8. Closing of the Extraordinary General Meeting.

Information for shareholders

1. Right to participate in the Extraordinary General Meeting

The Management Board informs that pursuant to Article 406¹, Article 4062 and Article 406³ of the CCC, the following persons are entitled to participate in the Extraordinary General Meeting:

(i) all persons who were shareholders of the Company 16 days prior to the date of the Extraordinary General Meeting, i.e. on 29 March 2026 (the date of registration of participation in the Extraordinary General Meeting, hereinafter referred to as the "Registration Date"), provided that they deliver to the entity that keeps their securities account a request for a name certificate confirming their individual right to participate in the Extraordinary General Meeting within the period from this announcement of the convocation of the Extraordinary General Meeting to the first business day following the Registration Date, i.e. 30 March 2026;

(ii) all pledges and usufructuaries who have voting rights, provided the establishment of a limited right in rem in their favor is registered in the securities account on the Registration Date;

(iii) all persons who have individual certificates confirming their right to participate in the Extraordinary General Meeting issued by an entity keeping a securities at the request of a person entitled to shares in the Company, a pledgee or a usufructuary who has voting rights made no earlier than after the announcement of the Extraordinary General Meeting and no later than on the first business day after the Registration Date; and

(iv) representatives of all of the shareholders referred to in section (i) above who have duly documented their authority to act on behalf of the shareholder.

The list of shareholders entitled to participate in the Extraordinary General Meeting will be prepared by the Management Board and presented at the registered seat of the Company at ul. Komitetu Obrony Robotnikow 45A, 02-146 Warsaw, between: 10.00 a.m. and 4.00 p.m., for three business days prior to the Extraordinary General Meeting, i.e. on 9, 10 and 13 April 2026. Any shareholder of the Company may request to be provided free of charge with the list of shareholders by email by giving the address to which the list should be sent. The shareholders may make such request by email to the following address: [email protected]

2. Selected rights of shareholders relating to the Extraordinary General Meeting

One or several shareholders who represent at least one-twentieth of the Company's share capital are entitled to:

(i) demand to include certain matters in the agenda of the Extraordinary General Meeting; such request should be submitted to the Management Board no later than 21 days prior to the date of the Extraordinary General Meeting; the request should include a justification or a draft resolution concerning the proposed item on the agenda; the request may be submitted by email, to: [email protected]; and

(ii) submit to the Company draft resolutions regarding matters included in the agenda of the Extraordinary General Meeting or matters that are to be included on the agenda before the date of the Extraordinary General Meeting in writing or by email to: [email protected].

At the Extraordinary General Meeting, each shareholder of the Company may present draft resolutions regarding matters included in the agenda.

At the Extraordinary General Meeting, each shareholder of the Company may raise questions concerning matters that are placed on the agenda of the Extraordinary General Meeting.

3. Participation in the Extraordinary General Meeting and exercising voting rights

A shareholder who is a natural person may participate in the Extraordinary General Meeting and exercise voting rights either personally or through a proxy. A shareholder who is not a natural person may participate in the Extraordinary General Meeting and exercise voting rights through a person authorised to make representations of will on its behalf or through a proxy. A relevant power of attorney must be granted in writing or in electronic form. A power of attorney granted in electronic form does not require a secure signature verified by way of a valid qualified certificate. The Company should be notified of the granting a power of attorney in electronic form by email to: [email protected]. – by 2:00 p.m. on the business day preceding the date of the Extraordinary General Meeting (i.e., 13 April 2026). The deadline referred to in the preceding sentence is intended to ensure


the efficient conduct of the Extraordinary General Meeting and is for instructional purposes only, and any failure to comply with the deadline for notifying the Company of the granting of a proxy in electronic form does not prevent the proxy from participating in the Extraordinary General Meeting on the basis of a proxy granted in writing.

For the purposes of identification of the shareholder who granted a power of attorney, the notification of granting a power of attorney in electronic form should include (as an attachment):

(i) in the case of a shareholder being a natural person – a copy of an identity card, passport or any other official identification document confirming the identity of the shareholder; or
(ii) in the case of a shareholder not being a natural person – a copy of an extract from the relevant commercial or trade register or any other document confirming the authorisation of the natural person (natural persons) to represent the shareholder at the Extraordinary General Meeting (e.g. an uninterrupted chain of powers of attorney).

If there is any doubt as to the authenticity of the copies of the above-mentioned documents, the Management Board reserves the right to require the attorney to present the following documents while preparing the attendance list:

(i) in the case of a shareholder being a natural person – a true and correct copy of an identity card, passport or any other official identification document confirming the identity of the shareholder, certified by a notary or other entity authorised to certify documents as true and correct copies; or
(ii) in the case of a shareholder not being a natural person – an original or a true and correct copy of an extract from the relevant commercial or trade register or any other document confirming the authorisation of the natural person(s) to represent the shareholder at the Extraordinary General Meeting (e.g. an uninterrupted chain of powers of attorney), certified by a notary or other entity authorised to certify documents as true and correct copies.

For the purposes of identification of the attorney, the Management Board of the Company reserves the right to require the attorney to present the following documents while preparing the attendance list:

(i) in the case of an attorney being a natural person – an identity card, passport or any other official identification document confirming the identity of the shareholder; or
(ii) in the case of an attorney not being a natural person – an original or a true and correct copy of an extract from the relevant commercial or trade register or any other document confirming the authorisation of the natural person(s) to represent the attorney at the Extraordinary General Meeting (e.g. an uninterrupted chain of powers of attorney), certified by a notary or other entity authorised to certify documents as true and correct copies.

The forms referred to in Article 402³ §1 point 5 of the CCC, permitting for the exercise of voting rights by a proxy are provided at the Company's website: www.gtcgroup.com. The Company does not require that the powers of attorney be granted using such a form.

Furthermore, the Management Board informs that if a shareholder grants a power of attorney along with a voting instruction, the Company will not verify whether the attorney exercises voting rights in accordance with the instructions received from the shareholders. In light of the above, the Management Board informs that a voting instruction should be delivered only to the attorney.

The Company has not adopted any by-laws of the Extraordinary General Meeting. The Articles of Association of the Company do not provide for the possibility of exercising voting rights at the Extraordinary General Meeting by mail or with the use of electronic communication means.

The Company does not provide the option of participating in the Extraordinary General Meeting using the means of electronic communication, but does transmit the Extraordinary General Meeting and provides two-way communication in real time which may be used by the shareholders to present their opinions during the Extraordinary General Meeting while they are at a location other than the location where the meeting is held.

The Extraordinary General Meeting will be broadcast in real time through the Internet to the public network, and subsequently recorded and made public at: https://www.gtcgroup.com/en/investors/shareholder-information/general-shareholders-meeting.


The information regarding the method of speaking during the Extraordinary General Meeting using the means of electronic communication is provided in a schedule to this announcement.

4. Electronic communication between the Shareholders and the Company

Subject to the restrictions resulting from the Commercial Companies Code, the Company's shareholders may communicate with the Company using means of electronic communication. Specifically, the Company's shareholders may present motions, requests, ask questions and send notices and documents.

The electronic communication between the shareholders and the Company is conducted through the following email address: [email protected]. The risk related to the Company's shareholders using electronic means of communication with the Company is borne by the shareholder.

For the purposes of verifying the shareholder or a proxy, the Company will take the respective verification measures in accordance with section 3 above.

In the case of an electronic transfer to the Company by the shareholder of any documents that are originally drafted in a language other than Polish, the shareholder is required to attach to such documents a Polish translation thereof prepared by a sworn translator.

All of the documents delivered by the shareholder to the Company and by the Company to the shareholder using electronic means of communication should be scanned and sent in PDF format.

The maximum permitted size of any single message sent to the following email address: [email protected] is 5MB. If a message exceeds the admissible size, please divide it into several parts none of which will exceed 5 MB. If a message exceeding the permitted size is sent, it will not be delivered.

5. Materials concerning the Extraordinary General Meeting

Any person entitled to participate in the Extraordinary General Meeting may obtain the full text of the documentation to be presented at the Extraordinary General Meeting, including the draft resolutions or, if no resolutions will be voted on, remarks of the Management or the Supervisory Boards regarding the matters on the agenda of the Extraordinary General Meeting or the matters that are to be included in the agenda before the date of the Extraordinary General Meeting, at the Company's website: www.gtcgroup.com under the Shareholder information section and at the office of the Company ul. Komitetu Obrony Robotników 45A, 02-146 Warsaw between 10.00 a.m. and 4.00 p.m.

6. Attendance registration at the Extraordinary General Meeting

Persons entitled to participate in the Extraordinary General Meeting are requested to register and collect voting cards directly at the front of the meeting room, half an hour prior to the commencement of the Extraordinary General Meeting.

7. Other information

All of the information concerning the Extraordinary General Meeting will be made available on the Company's website: www.gtcgroup.com.

Furthermore, the Management Board informs that any and all matters that are not regulated by this announcement shall be governed by the CCC and the Articles of Association of the Company; therefore, the shareholders of the Company are requested to acquaint themselves with the above-mentioned regulations.

Should you have any questions or concerns concerning participation in the Extraordinary General Meeting, please contact the Company at: +48 22 16 60 700 or by email: [email protected].


Schedule to the announcement

regarding the convocation of the Extraordinary General Meeting
of Globe Trade Centre S.A. for 14 April 2026 (the "Announcement")

  1. Pursuant to the item 4.3 of the Code of Best Practice for WSE Listed Companies 2021, the Company:
    1.1 ensure that the general meeting is broadcast to the public in real-time.

For the avoidance of doubt, the shareholders' right to speak during the Extraordinary General Meeting (on-line electronic communication) does not include voting ("in favour", "against", "abstained") or expressing objections using the means of electronic communication.

  1. The option of on-line electronic communication during the Extraordinary General Meeting will be provided to the shareholders who satisfy the following requirements.

2.1 Formal requirements:

From the date following the date of publication of the Announcement until 4:00 p.m. on 3 April 2026, the shareholder (personally or through a proxy) should notify the Company of its intention to use the on-line electronic communication during the Extraordinary General Meeting and deliver the following documents by post as well as the following information to the following email address: [email protected].

a) information regarding the shareholder's intention to use the on-line electronic means of communication in the course of the Extraordinary General Meeting, including the email address to which the login and the access password should be sent (the "Notice"); and
b) a scanned copy of the identification document, the relevant pages of a passport or any other document permitting identification of the shareholder. If the shareholder is a legal person or an organisational unit other than a legal person, it should send a scanned copy of a relevant register or any other document confirming the authority of the persons acting on behalf of another entity. If a power of attorney is granted, section 3 of the Announcement shall apply accordingly.

2.2 Technical requirements:

In order to use the IT platform dedicated for participating in general meetings in the online mode using the means of electronic communication it is necessary to have an Internet connection with the minimum bandwidth of 4 Mbps (suggested fixed bandwidth while using the platform) and a computer with speakers, Windows 10 or macOS operating system and Firefox, Chrome, Safari or Edge web browser updated to the newest version (all such web browsers are available for free download on the Internet). The use of Internet Explorer is not recommended. It is recommended that while using the platform the user does not use any other applications so that they do not overload the computer and the Internet connection used by the platform. It is recommended to use the platform in full-screen mode.

  1. The Company, based on the list received from the NDS of the shareholders who are authorised to participate in the Extraordinary General Meeting, will verify the authority of the relevant shareholder who delivered the Notice. For the purposes of correct verification, the Company may contact the shareholder or the proxy using the contact data provided in the Notice.

  2. If the inconsistencies, if any, are not eliminated by (email) correspondence within the time designated by the Company, the Company will refuse to provide to the shareholder to which such inconsistencies apply with a login and access password to the on-line communication during the Extraordinary General Meeting, of which such shareholder will be notified by notice delivered to the email address given in the Notice.

  3. Following a positive verification of the documents sent by the shareholder (personally or through a proxy) in accordance with section 2 above, the Company will deliver, by email to the email address given in the Notice, the login and access password to the on-line communication during the Extraordinary General Meeting.

  4. The shareholders log in through the website, with the transmission available at: https://www.gtcgroup.com/en/investors/shareholder-information/general-shareholders-meeting. It is possible to log in until the completion of the Extraordinary General Meeting.


  1. The login and the access password authorise the shareholder to on-line electronic communication at one general meeting only. The Company provides further that the shareholder or the proxy bear the exclusive risk related with the improper or unauthorised use of the login and password.

  2. During the on-line broadcast there may be some delays typical for video streaming through the Internet.

  3. The Company informs that it will be possible to receive the broadcast of the Extraordinary General Meeting translated into English, and an interpreter (Polish – English – Polish) will be present at the Extraordinary General Meeting.

  4. Any and all matters not regulated by this document will be governed by the generally applicable laws and the general terms as set out in the Announcement.


Information note on the processing of personal data

Data Controller: Globe Trade Centre S.A. (GTC S.A.) with its registered seat in Warsaw

You can contact us and the data protection officer in the following manner:

1) by post at the address:
Globe Trade Centre S.A. ul. Komitetu Obrony Robotników 45A, 02-146 Warsaw

2) by email:
[email protected]

Reasons for processing the personal data and legal basis for processing:

1) to comply with the obligations related to shareholders arising from "Best Practices for WSE Listed Companies 2021";
2) to document and archive the Extraordinary General Meeting;
3) to ensure the legal safety of the shareholders and other participants of the Extraordinary General Meeting.

Information regarding the processing of personal data:

1) the Data Controller does not profile personal data and does not engage in automated decision-making;
2) the Data Controller does not transfer the data to third countries outside the European Economic Area;
3) the personal data shall be stored until such time as the Data Controller concludes its activities;
4) the personal data shall be disclosed to persons visiting the website of the Data Controller, at which a recording of the Extraordinary General Meeting will be made available, as well as to the employees and entities which provide the services which require access to data in connection with the Extraordinary General Meeting;
5) the personal data may also be processed with the participation of another data processor for the purpose of handling video transmission or recordings of the Extraordinary General Meeting.

Rights related to the processing of personal data:

1) the right to access the personal data;
2) the right to demand the rectification of the personal data;
3) the right to demand the deletion of the personal data;
4) the right to demand restrictions as regards the processing of personal data;
5) the right to object;
6) the right to file a complaint to the President of the Data Protection Office.

GTC S.A.