GTC - Globe Trade Centre S.A.

Regulatory Filings • Jun 9, 2022

STATUTE OF

GLOBE TRADE CENTRE S.A.

Article §1

Name

The Company operates under the name "Globe Trade Centre" Spółka Akcyjna. The Company may use the abbreviated name "Globe Trade Centre" S.A. or "GTC" S.A.

Article §2

Registered seat

The registered seat of the Company shall be the Capital City of Warsaw.

Article §3

Territory of the Company's operations

• 1. The Company shall conduct its operations within the territory of the Republic of Poland and abroad.
• 1. The Company may create branches and representative offices and enterprises in Poland and abroad.

Article §4

Duration

The duration of the Company shall be unlimited.

Article §5

Scope of business

• 1. The scope of activities of the Company shall include:
  2. a) Development of building projects related to the construction of buildings 41.10.Z
  3. b) Construction of residential and non-residential buildings 41.20.Z
  4. c) Other building completion and finishing 43.39Z
  5. d) Activities of holding companies 64.20.Z
  6. e) Other credit granting 64.92.Z
  7. f) Other financial service activities not elsewhere classified, except insurance and pension funding - 64.99.Z
  8. g) Other activities auxiliary to financial services, except insurance and pension funding 66.19.Z
  9. h) Buying and selling of own real estate 68.10. Z
  10. i) Letting and operating of own or leased real estate 68.20.Z
  11. j) Real estate agencies 68.31.Z
  12. k) Management of real estate on a fee or contract basis 68.32.Z
• l) Legal activities 69.10.Z
• m) Accounting, bookkeeping and auditing activities; tax consultancy 69.20.Z
• n) Activities of head offices and holdings, except financial holdings 70.10.Z
• o) Business and other management consultancy activities 70.22.Z
• p) Architectural activities 71.11.Z
• q) Combined office administrative service activities 82.11.Z
• r) Activities of other membership organisations not elsewhere classified 94.99.Z.
• 1. The Company is not required to conduct business across all the activities mentioned in section 1 above.

Shares and share capital

• 1. All the shares are bearer shares.
• 1. The share capital amounts to PLN 57,425,512.20 (fifty-seven million four hundred twenty-five thousand five hundred twelve zlotys and 20/100) and is divided into 574,255,122 shares with a nominal value of PLN 0.10 each, including:
  2. a) 139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand, two hundred and ten) series A shares;
  3. b) 1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty) series B shares;
  4. c) 235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares;
  5. d) 8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty) series C shares;
  6. e) 9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty) series D shares;
  7. f) 39,689,150 (thirty-nine million, six hundred and eighty-nine thousand, one hundred and fifty) series E shares;
  8. g) 3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and ninety) series F shares;
  9. h) 17,120,000 (seventeen million, one hundred and twenty thousand) series G shares;
  10. i) 100,000,000 (one hundred million) series I shares;
  11. j) 31,937,298 (thirty-one million, nine hundred and thirty-seven thousand, two hundred and ninety-eight) series J shares;
  12. k) 108,906,190 (one hundred and eight million, nine hundred and six thousand, one hundred and ninety) series K shares;
  13. l) 10,087,026 (ten million, eighty-seven thousand, twenty-six) series L shares;
• m) 13,233,492 (thirteen million, two hundred and thirty-three thousand, four hundred and ninety-two) series M shares;
• n) 2,018,126 (two million eighteen thousand one hundred twenty-six) series N shares; and
• o) 88,700,000 (eighty-eight million seven hundred thousand) series O shares.
• 1. The shareholders shall have pre-emptive right to subscribe for shares of new issues, except for exclusion of the pre-emptive right in compliance with Article 433, paragraph 2 of the Commercial Companies Code.
• 1. All the shares are ordinary shares. Each share shall give the right to 1 (one) vote at the Shareholders Meeting.
• 1. Bearer shares cannot be exchanged to registered shares.
• 1. The Company may issue bonds, including bonds convertible to shares.

Corporate bodies

The corporate bodies of the Company are:

• the Meeting of the Shareholders;
• the Supervisory Board; and
• the Management Board.

Article §8

Meeting of the Shareholders

• 1. Ordinary Meetings of the Shareholders shall be held once a year within 6 (six) months of the end of the Company's financial year.
• 1. Ordinary Meetings of the Shareholders shall be convened by the Management Board. The Supervisory Board shall have the right to convene an Ordinary Meeting of the Shareholders if the Management Board fails to convene it for a date falling within the timeframe defined in section 1 above.
• 1. Extraordinary Meetings of the Shareholders shall be convened by the Management Board. TheBoth the Supervisory Board and each individual Supervisory Board member shall have the right to convene an Extraordinary Meeting of the Shareholders if the Management Board failed to convene an Extraordinary Meeting of the Shareholders within 14 (fourteen) days from the date of a relevant request of the Supervisory Board or of an individual Supervisory Board member. One or several shareholders authorised to exercise no less than 5% (five percent) of the votes at the Meeting of the Shareholders shall have the right to demand that an Extraordinary Meeting of the Shareholders be convened.
• 1. Resolutions of Meeting of the Shareholders shall be adopted by an absolute majority of the votes cast, unless applicable binding laws (including the Commercial Companies Code) or this statute provide for more stringent conditions for the adoption of resolutions.

• Meetings of the Shareholders are valid regardless of the share capital represented thereat, unless the applicable binding laws (including the Commercial Companies Code) provide otherwise.

Article §9

Supervisory Board: composition

• 1. The Supervisory Board shall consist of 5 (five) to 20 (twenty) members, including the Chairman, elected in compliance with the procedure set forth below. The number of Supervisory Board members shall be defined in compliance with the procedure as provided for below.
  2. a) Each shareholder who individually holds more than 5% (five percent) of the shares in the Company's share capital (the "Initial Threshold") shall be entitled to appoint one Supervisory Board member. Shareholders shall be further entitled to appoint one additional Supervisory Board member for each tranche of held shares constituting 5% (five percent) of the Company's share capital above the Initial Threshold. The Initial Threshold and each following threshold of 5% (five percent) of the share capital above the Initial Threshold will be collectively called "Appointing Thresholds", and the shareholders entitled to appoint Supervisory Board Members will be called "Entitled Shareholders".
  3. b) Subject to section 6 below, Supervisory Board members shall be appointed by a written notice of Entitled Shareholders given to the Chairman of the Meeting of the Shareholders at the Meeting of the Shareholders or outside of the Meeting of the Shareholders delivered to the Management Board and a written statement of the selected person stating that he/she agrees to be appointed to the Supervisory Board. The Entitled Shareholder shall provide together with the written notice a certificate proving the shareholder's ownership of shares entitling him to appoint the Supervisory Board member or members on the date of receipt of the written notice by the Management Board.
  4. c) The Supervisory Board member will be appointed from the moment of receipt of the written notice by the Chairman of the Meeting of the Shareholders or the Management Board, respectively, unless the notice provides for a later date.
  5. d) The number of Supervisory Board members shall be equal to the number of members appointed by the Entitled Shareholders, increased by one Shareholder Meeting Delegate, provided that in each case such number may not be lower than 5 (five).
• 1. The mandate of the Supervisory Board members expires at the end of their term, but in case of the Supervisory Board members appointed by the Entitled Shareholders, such mandate will expire at the moment the shareholders who appointed such members inform the Polish Financial Supervision Authority or the Company of a decrease in their shareholding in the Company below the Appointing Thresholds. If the Entitled Shareholder has appointed more than one Supervisory Board member, then their mandates will expire in the order of their appointment, i.e. the mandate of the member last appointed will expire first.
• 1. The Chairman of the Supervisory Board shall be appointed by the Meeting of the Shareholders by way of a resolution from among the members of the Supervisory Board. If

the Meeting of the Shareholders does not appoint the Chairman of the Supervisory Board and until such appointment, the Chairman of the Supervisory Board shall be appointed by the Supervisory Board from among its members.

• 1. Members of the Supervisory Board appointed in compliance with section 1a) may be dismissed pursuant to a resolution of the Meeting of the Shareholders adopted with a 3/5 (three-fifths) majority of the votes cast or pursuant to a written representation by the Entitled Shareholder who appointed such member delivered to the Company's Management Board.
• 1. At least two Supervisory Board members shall satisfy the Independence Criteria and shall be Independent Members.
• 1. One Independent Member shall be elected by way of a resolution of the Meeting of the Shareholders (the "Shareholder Meeting Delegate").
• 1. The Management Board and every shareholder may, in writing, propose to the Management Board candidates for Shareholder Meeting Delegate no more than 7 (seven) days prior to the Meeting of the Shareholders at which such Shareholder Meeting Delegate is to be elected. Apart from the personal details of the candidate, the proposal should contain a justification along with a description of the qualifications and professional experience of the candidate. The proposal should be accompanied by the written consent of such candidate to be presented as a candidate for Supervisory Board member, as well as written representation that he/she satisfies the Independence Criteria. In the event that both the Management Board and the shareholders fail to present any candidates who would satisfy the Independence Criteria as per the first sentence of this point, the Management Board shall be required to present such a candidate for Shareholder Meeting Delegate.
• 1. The Shareholder Meeting Delegate shall be required to satisfy the Independence Criteria and shall be one of the Independent Members. The Independence Criteria must be satisfied throughout the term of the Shareholder Meeting Delegate. If during his term the Shareholder Meeting Delegate ceases to satisfy any of the Independence Criteria, he shall immediately, but in any event no later than within one week from the receipt of such information or occurrence, inform the Management Board about such fact in writing. The mandate of the Shareholder Meeting Delegate shall expire upon the receipt by the Management Board of the notification referred to in the preceding sentence.
• 1. Upon the receipt of the notification referred to in section 8 above, the Management Board shall immediately, but in any case no later than within 60 (sixty) days from its receipt, convene a Meeting of the Shareholders in order to appoint a new Shareholder Meeting Delegate. Should the Management Board learn that the Shareholder Meeting Delegate either does not satisfy the Independence Criteria any longer or that he or she did not satisfy such criteria as at the date of his or her appointment or afterwards and such Shareholder Meeting Delegate failed to send the relevant notification referred to in section 8 above to the Management Board, the Management Board shall immediately convene a Meeting of the Shareholders, the agenda of which shall provide for the dismissal of such member and the appointment of a new one.
• 1. Members of the Supervisory Board shall be appointed for a term of three years.

Supervisory Board: competencies

• 1. Apart from the matters defined in the Commercial Companies Code or other applicable laws, the competencies of the Supervisory Board shall include the following:
  2. a) the determination of remuneration (including commissions) for the members of the Company's Management Board and representing the Company when executing agreements with Management Board members and in any disputes with Management Board members;
  3. b) granting consent to the Company or an entity controlled by it for entering into a related-party transaction, in each case other than any intra-group transactions i.e. transactions between the Company or an entity controlled by it with another entity controlled by the Company (the term "control" and "related-party transaction" shall be understood as provided in International Accounting Standard 24 (Related party disclosures));
  4. c) granting consent for the Company or an entity controlled by it to execute a transaction (in the form of a single legal act or a number of legal acts) resulting in the acquisition or disposal of assets, or the creation of a liability, in excess of EUR 5030 million, except for (i) scheduled or early debt repayment; and (ii) hedging transactions in relation to such debt that have been approved by the Supervisory Board under this point; for the avoidance of doubt, prior to entering into any of the transactions referred above in this point c), in addition to the consent of the Supervisory Board, the consent of the respective management bodies of the entity controlled by the Company or the consent of the Management Board of the Company itself shall also be required, as the case may be, in each case to the extent required by (a) the constitutional documents of the entity controlled by the Company or this Statutestatute and (b) the respective legislation.

Article §11

Supervisory Board: decision-making process

• 1. Resolutions of the Supervisory Board shall be adopted at Supervisory Board meetings, which may be held with the use of electronic communication to the fullest extent permitted by applicable laws. Resolutions of the Supervisory Board may be adopted in writing or by circulation to the fullest extent permitted by applicable laws, provided that all members are notified about the content of such a resolution by electronic mail to the addresses provided by the Supervisory Board members.
• 1. Within the limits defined by law, the Supervisory Board may convene meetings both within the territory of the Republic of Poland and abroad.
• 1. The Chairman of the Supervisory Board or a person authorised by him or her shall convene the Supervisory Board meetings at his or her own initiative or at the request of another Supervisory Board member or of the Management Board, in each case on the terms and conditions set out in the Supervisory Board By-Laws. Meetings convened at the request of a Supervisory Board member or at the request of the Management Board shall be held no later than within two weeks, but no earlier than on the 3rd (third) business day after the receipt of

such request by the Chairman of the Supervisory Board. For the purposes of this statute, a business day shall mean any day between Monday and Friday other than statutory holidays.

• 1. Unless the Statutethis statute provides otherwise, resolutions of the Supervisory Board shall be adopted by absolute majority of votes. In cast in the presence of at least 5 (five) Supervisory Board members. Subject to section 5 below, in the event of a tie, the Chairman shall have a casting vote.
• 1. Regardless of section 4 above, resolutions relating to granting consent for any of the actions referred to in points a) through c) of section 1 Article 10 and b) of section 1 in Article 10 above shall require a vote in favour thereof by at least one Independent Memberthe Shareholder Meeting Delegate, provided that the Supervisory Board members interested in the subject of the resolution shall not take part in the adoption of such resolution (and their votes shall not be included in the total number of votes cast in relation to such resolution). Moreover, none of the Supervisory Board members appointed by a shareholder (or a shareholder acting in concert therewith) who is, or whose related party is, a party to the related-party transaction subject to approval by the Supervisory Board under point b) of section 1 in Article 10, shall take part in the adoption of the resolutions relating to granting consent for such actions. The limitation set out in the preceding sentence shall not apply to the Chairman of the Supervisory Board with the reservation that in such vote the Chairman shall not have the casting vote in the event of a tie. For the avoidance of doubt, the Supervisory Board members not taking part in the adoption of such resolutions shall still be considered to be present at the meeting for the purposes of the determination of whether the quorum requirement set out in section 4 above has been met.
• 1. Supervisory Board members may take part in the adoption of Supervisory Board resolutions by casting their votes in writing through another Supervisory Board member to the fullest extent permitted under applicable laws.
• 1. At the request of the Shareholder Meeting Delegate, the Supervisory Board shall be required to perform the supervisory actions referred to in such request, as defined in the Commercial Companies Code, provided that the Shareholder Meeting Delegate shall be designated to directly perform such supervisory actions.
• 7.8. The non-competition clause and the restrictions relating to participation in any competitive entities which apply to the Company's Management Board members under Article 12 section 6 below shall also apply to Supervisory Board members seconded to perform permanent individual supervisory functions as defined in Article 390 of the Commercial Companies Code.
• 8.9. The Supervisory BoardMeeting of the Shareholders may adopt the Supervisory Board By-Laws which define its organisation and the manner of the performance of its actions. The resolutions of the Meeting of the Shareholders regarding the adoption, revocation or amendments to such Supervisory Board By-Laws shall be adopted with a 2/3 (two-thirds) majority of the votes cast.
• 9.10. The Supervisory Board shall appoint an audit committee in line with applicable laws. The Supervisory Board may appoint other committees which may issue recommendations to the Supervisory Board in respect of particular matters or areas.

Management Board

• 1. The Management Board shall consist of 1 (one) to 7 (seven) members appointed by the Supervisory Board. The Supervisory Board shall designate the President of the Management Board (CEO) and may designate his or her deputy.
• 1. The members of the Management Board shall be elected for three-year terms.
• 1. The Management Board shall represent the Company before third parties and shall manage the Company's enterprises and assets. The Management Board shall operate in accordance with the statute and the resolutions of the Meetings of the Shareholders.
• 1. The detailed description of the rules of functioning of the Management Board shall be defined in the Rules of the Management Board adopted by the Management Board and approved by the Supervisory Board.
• 1. The President of the Management Board (CEO) jointly with any other member of the Management Board, or any two members of the Management Board acting jointly, shall be authorised to represent the Company. Should the Management Board consist of one member, he or she shall be authorised to represent the Company individually.
• 1. Without the Supervisory Board's consent, no Management Board member shall have the right to get involved in the operations of any competitive business or participate in a company conducting competitive activity either as its employee, management board member or shareholder holding (directly or indirectly) more than 1% (one percent) of the shares in the share capital of such company. A competitive business shall be understood as an entity conducting activities including, among others, the management, marketing, purchase or sale of real estate, the lease of real properties, advisory services, within the scope of real estate, and the construction and financing of real estate ventures in Poland or other countries in which the Company or the entities controlled by it operate.
• 1. Within the limits defined by law, the Management Board may hold meetings both within the territory of the Republic of Poland and abroad.
• 1. With regard to the actions referred to in points a) through c) of section 1 Article 10 above, the Management Board is required to obtain the consent of the Supervisory Board.
• 1. The Management Board may, upon receipt of the consent of the Supervisory Board, pay to shareholders, in the course of the financial year, an advance towards the projected dividend at the end of the financial year in accordance with applicable laws.
• 1. Within 3 (three) months after the end of the financial year, the Management Board shall prepare the annual financial statements of the Company including the balance sheet and the profit and loss account for the previous year, and recommendations with regard to the division of profits and coverage of losses as well as all other reports required by applicable laws and a cash flow statement and, subsequently, present such documentation to the Supervisory Board for evaluation.

Article §13

Financial year

The financial year of the Company shall be the calendar year.

Spare capital and special purpose funds

• 1. The Company shall have the right to create other spare and special purpose funds as defined by the Meeting of the Shareholders.
• 1. The Meeting of the Shareholders shall decide on the manner of use of the capital from the funds that referred to in section 1 above.

Article §15

Definitions

Capitalised terms used in this Statutestatute shall have the following meanings:

• a) "Appointing Thresholds" shall have the meaning ascribed thereto in Article 9 section 1a) of this Statutestatute.
• b) "Commercial Companies Code" shall mean the Polish of 15 September 2000 the Commercial Companies Code (Journal of Laws 2000, No. 94, item 1037, as amended).
• c) "Company" means Globe Trade Centre S.A.
• d) "Entitled Shareholders" shall have the meaning ascribed thereto in Article 9 section 1a) of this Statutestatute.
• e) "Independence Criteria" shall mean the independence requirements provided for the independent members of audit committees by applicable laws, i.e. the Polish Act dated 11 May 2017, as amended, on Statutory Auditors, Audit Firms and Public Oversight or such act of law which replaces it.
• f) "Independent Member" shall mean a Supervisory Board member who fulfils the Independence Criteria.
• g) "Initial Threshold" shall have the meaning ascribed thereto in Article 9 section 1a) of this Statutestatute.
• h) "Management Board" shall mean the management board (Zarząd) of the Company.
• i) "Meeting of the Shareholders" shall mean the meeting of the shareholders (Walne Zgromadzenie) of the Company.
• j) "Shareholder Meeting Delegate" shall have the meaning ascribed thereto in Article 9 section 6 of this Statutestatute.
• k) "Supervisory Board" shall mean the supervisory board (Rada Nadzorcza) of the Company.
• l) "Supervisory Board By-Laws" shall mean by-laws which may be adopted by the Supervisory Board in accordance with this Statutestatute.

Article §16

Final provisions

Any and all matters not regulated by this statute shall be governed by the Commercial Companies Code and other relevant binding provisions of Polish law.