CONSOLIDATED
ANNUAL REPORT
OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
Place and date of publication:
Warsaw, 6 April 2022
2
LIST OF CONTENTS:
01. Letter of the management board
02. Management board’s report on the activities of Globe Trade Centre S.A.
Capital Group in the financial year ended 31 December 2021
03. Report on the application of the principles of corporate governance for the
financial year ended 31 December 2021
04. Management board’s representations
05. Management board’s information on the appointment of the audit company
06. Supervisory board’s statement
07. Assessment of the supervisory board
08. Consolidated financial statements for the year ended 31 December 2021
09. Independent auditor’s report on the audit of the annual consolidated financial
statements
3
Dear Stakeholders,
At the onset of 2021, we were reflecting on the impact that the COVID-19 pandemic had had
on the real estate industry the scale of challenges brought about by the pandemic that the
global economy faced was hard to comprehend. However, we have remained resilient and
managed to navigate through the ever-changing reality, adapting our operations
accordingly, while staying true to our core strategy. As a result, we maintained a high
occupancy level of 90% across our portfolio, while reporting stable financial results quarter
to quarter. For every industry, including the real estate segment, growth in such an unstable
health and economic environment has become a challenge and at the same time, an
opportunity.
FIRST STEPS INTO THE NEW FINANCING STRATEGY
During 2020, the management board took a decision to swap from secured financing to
predominantly unsecured financing. To be able to achieve that goal, we had our financials
revised by Scope Ratings who rated us at BBB-/Stable in November 2020. As a result of that
rating we issued EUR 164 million of unsecured bonds on the Hungarian market in two
tranches: EUR 110 million in December 2020 and EUR 54 million in March 2021. Following
this success and our strategy, we started the preparation of our debut Eurbond issue by
applying for a rating from Fitch and Moody’s – world most reputable rating agencies. We were
very pleased with the outcome as they assigned a corporate family rating (“CFR”) to GTC,
highlighting the company’s solid market performance, commitment to environment-friendly
development and investors trust: Fitch Ratings (“Fitch”) – BBB- with a stable outlook, Moody’s
Investors Service Ba1 with a positive outlook. All three ratings, combined with the Green
Bonds Framework we developed, allowed us to make great success of the landmark green
Eurobonds issue of EUR 500 million in June 2021. The issue was 2.8x oversubscribed with a
peak order book of more than €1.4bn. This was another demonstration of the fact that our
commitment to sustainable development meets investors’ interest. The funds accumulated
through the bond issues have allowed to refinance EUR 493m of secured green project loans
and increased unsecured debt above 50%. To complete the transformation to predominantly
unsecured debt financing we are monitoring the market closely, looking for opportunities to
rise additional sustainability linked bonds.
PORTFOLIO DEVELOPMENT
We put a lot of effort into optimizing our portfolio, focusing on sustainable investments in key
CEE markets, while disposing of some of our assets, especially those in lower rated markets.
2021, was a year marked by a landmark sale of our standing office portfolio in Belgrade,
including such properties as Green Heart, FortyOne, Belgrade Business Center, 19 Avenue
and GTC House (in total, 122,175 sq m GLA). The transaction valued at EUR 267.6 million,
represented one of the largest real estate transactions on the CEE market in the last 5 years.
With that, we became one of the first companies to complete the development circle in Serbia
from land acquisition and construction, through years of enjoying the high rent levels and
free cash flow, to the exit on respectable terms., above the book value, became one of the
biggest transactions of its kind in the CEE region. Moreover, the funds were shifted towards
higher rated countries as we invested over EUR 310 million in income producing assets in
Hungary. Additionally, we acquired several land plots in Budapest, Belgrade and Sofia for the
future expansion of our portfolio.
4
Not only did we buy and sell, but we also focused on our development activity. At the beginning
of last year, we completed Matrix B office in Zagreb and commenced the construction of a
brand-new development - GTC X project in Belgrade. We also made significant progress with
two other developments: Pillar in Budapest, which we completed in early 2022 and Sofia Tower
2 which will be completed in Q3 2022.
What is more, GTC modernized its standing offices Center Point 1 and 2 in Budapest -with
full renovation of the ground floor areas, lifts, lobbies and exterior, and Aeropark in Warsaw
and Globis Office in Poznań received innovative lobbies designed to respond to the changing
tenants needs and trends. Finally, we introduced a Welcome GTC office building
management app” for all our tenants in selected properties in Poland to take a tenant-centric
approach to the new level.
TENANT MANAGEMENT
Our tenant-centric approach and long standing relationships combined with high quality of
assets allowed us to leased/and prolong 180 thousand sq m over the year and keep our
occupancy at a high level of 90% which was a great achievement in the COVID-19
environment. Our development properties are enjoying a great interest from potential tenants,
although the decision-making process takes longer now.
Our office leasing teams are constantly working with the tenants, verifying their needs and
changes in the working model. We also expect demand to polarise towards workspace, which
is of high quality, modern and sustainable, and supports more flexible working patterns.
However, it remains early days and we do not yet have clarity around what long term trends
will emerge so we intend to remain alert as things develop, and be flexible in our approach,
including evolving or adapting our strategy, as appropriate.
As the COVID-19 pandemic is not over yet, we spent a significant part of our time on the retail
sector, where after the lockdowns and closures in the period between January and May, we
saw a significant rebound in the second half of the year, with tenants’ turnover coming almost
to 2019 levels and footfall still slightly lagging behind, mostly on lack of special events which
in the past lured customers to the shopping malls. In the longer-term, it is our view that many
of the macro trends will accelerate. We continue to believe there are strong fundamentals for
the right retail assets within our portfolio, especially assets that can play a key role for retailers
in terms of fulfilment of online sales, returns and click-and-collect. This will particularly be the
case for shopping malls located conveniently in and around residential districts.
Near term, it is clear that the management and maintenance of places and buildings are likely
to become more important to businesses, their customers and their people, as they place an
even greater focus on the safety and quality of their environments. As a result, our property
management expertise is likely to become even more of a positive differentiator for our
business.
SUSTAINABILITY FOR THE WIN
Invariably, sustainability is our priority. We actively strive to develop environmentally neutral
buildings, equipped with the latest solutions that meet the strictest BREEAM or LEED criteria.
While all our properties in Poland had been eco-certified, the major accomplishments in 2021
included LEED Gold certification for Advance Business Center I in Bulgaria and the Cascade
office building in Romania as well as completion of the ABC II certification process, also
achieving LEED Gold. In total, we have renewed or received green certificates for 18 buildings
in 2021 and for an additional 7 at the beginning of 2022 we take great pride in the fact that
currently 88% of all GTC’s office properties now bear an eco-friendly label.
5
What is more, we have been improving our operations to meet high ESG indicators. All our
properties in Poland and Romania have switched to green energy sources, and local offices
have also engaged in pro-environmental activities such as the Earth Day in Poland. What is
more, in 2021 we continued improving the lives of our immediate communities by cooperating
with Virtuosa Foundation, helping improve medical facilities for children with cardiac
conditions. All these and other activities have been summarized in our first-ever ESG report.
In 2021, GTC became the first developer in CEE to publish a comprehensive ESG report,
summarizing the Group’s activity across 6 diverse real estate markets over 25 years.
CAPITAL INCREASE AND FINANCIAL RESULTS
The highlight of the very active year of 2021, was December’s issue of shares when over the
course of two days numerous Polish and international investors placed their demand
declarations significantly oversubscribing the base offer comprising 55,000,000 new shares.
On the back of strong demand, the Company decided to increase the offer size by more than
60% and finally allocate 88,700,000 shares at PLN 6.40 per share, raising approx. EUR 123
million, which will be used to strengthen the capital structure of the Group and fund future
growth.
At the end of 2021, our property portfolio reached EUR 2.5 billion. Total revenues were at EUR
172 million and FFO reached EUR 74 million. The Group's EPRA Net Tangible Assets (NTA)
now stands at EUR 1.3 billion, reflecting the high quality of our portfolio. Our leverage
increased over the year as a result of strong investment activity to 53% at the year end,
however, the finalization of the disposal of the Serbian portfolio and a capital increase in
January 2022 will have a significant positive impact on LTV with pro form LTV coming down to
42%. GTC has a low cost of debt averaging 2.16% and a strong net interest coverage ratio
(ICR) of 3.8.
Although, we have made a difficult recommendation on the decision to temporarily suspend
the dividend payment for FY20. It was deemed to be an appropriate course of action given the
circumstances and uncertainty of the outlook despite our financial resilience and performance
during FY21. Going forward, the management board understands the importance of the
dividend to shareholders. We will seek to resume dividends at an appropriate level as soon as
there is a sufficient clarity of outlook.
CORPORATE GOVERNANCE
Our management board went through significant changes in the final months of 2021 and
starting months of 2022. The recent departure of Robert Snow, Yovav Carmi and Gyula Nagy
from the positions of members of the board were followed by two new board members joining
the management board. Pedja Petronijevic was appointed to the position of the Chief
Development Officer and János Gárdai joined the board as the Chief Operations Officer. The
current management board structure allows to manage all aspect of our operations in a
structured way by each of the board members being responsible for its activity being: finance
and investor relations, development and operations.
During the year, we have been strengthening our team across all markets, with more
colleagues taking over regional operations. Ede Gulyás was promoted to the position of
Country Manager of GTC Hungary, following the resignation of Robert Snow,. Earlier, Ziv Gigi
was promoted to the position of Country Manager of GTC Romania. Overall, 2021 has seen a
lot of talented professionals accepting managerial positions to steer growth in local markets.
6
AWARDS & RECOGNITIONS
Continuous efforts to improve the environmental footprint of our properties have been awarded
with several prizes and recognition. 2021 EPRA Sustainability Best Practices
Recommendations has marked GTC’s ESG report with Silver Award for the excellent reporting
standards and comprehensive data provided. Besides, GTC’s ESG report received a
distinction for the best debut in the CSR Sustainable Development Competition in Poland. On
the portfolio development side, GTC Poland received the Office Investor award at
EuropaProperty CEE Investment & Manufacturing Awards and GTC Hungary won the
Investment Deal of the Year award at the Portfolio Property Awards on the local market for the
purchase of the Ericsson Headquarter and evosoft Headquarters office buildings. Big thank
you and congratulations to everyone behind this amazing success!
IN RELATIONSHIPS WE TRUST
Another year with new waves of pandemic showed us the power of relationships. We would
like to thank all our stakeholders and business partners for the trust and boundless faith in the
GTC Group’s performance. This intense, activity packed time has again proved the strength
coming from our employees. Without their dedication, experience, and extensive sector
knowledge, we would not have succeeded.
GTC Group is resilient, diversified and fully committed to facing the challenges and
opportunities that 2022 holds for us. We look into the future with confidence and hope,
believing that we could enhance the deal flow, mitigate risk and optimize performance
effectively through our regional platform. Thank you for being a part of our journey your trust
in our mission and vision is what drives us towards new ambitious goals and projects.
Our success, and our ability to face future challenges, would not be possible without our
employees, tenants, banks and bondholders. Whatever 2022 holds, we look forward to
working together and believe the future is bright as we step in 2022 trusting that we could
enhance the deal flow, mitigate risk and optimize performance effectively through our
regional platform.
Sincerely,
Members of the management board
Globe Trade Centre S.A.
Zoltán Fekete
Chief Executive
Officer
Ariel A. Ferstman
Chief Financial
Officer
János Gárdai
Chief Operating
Officer
Pedja Petronijevic
Chief Development
Officer
7
MANAGEMENT BOARDS REPORT
ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP
IN THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
8
TABLE OF CONTENT
1. Introduction .....................................................................................................................10
2. Selected financial data ....................................................................................................14
3. Key risk factors ...............................................................................................................16
4. Presentation of the Group ...............................................................................................42
4.1 General information about the Group .......................................................................42
4.2 Main events of 2021 .................................................................................................43
4.3 Structure of the Group ..............................................................................................50
4.4 Changes to the principal rules of the management of the Company and the Group ..51
4.5 The Group’s Strategy ................................................................................................52
4.6 Business overview ....................................................................................................60
4.6.1 Overview of the investment portfolio ....................................................................62
4.6.1.1 Overview of income generating portfolio including real estate assets
held for sale .......................................................................................................62
4.6.1.1.1 Overview of the office portfolio ........................................................................64
4.6.1.1.1.1 Office portfolio in Hungary ...........................................................................65
4.6.1.1.1.2 Office portfolio in Poland ..............................................................................65
4.6.1.1.1.3 Office portfolio in Belgrade (assets held for sale) .........................................66
4.6.1.1.1.4 Office portfolio in Sofia .................................................................................67
4.6.1.1.1.5 Office portfolio in Bucharest .........................................................................68
4.6.1.1.1.6 Office portfolio in Zagreb..............................................................................68
4.6.1.1.2 Overview of the retail portfolio ........................................................................69
4.6.1.1.2.1 Retail portfolio in Poland ..............................................................................69
4.6.1.1.2.2 Retail portfolio in Belgrade ...........................................................................70
4.6.1.1.2.3 Retail portfolio in Zagreb ..............................................................................70
4.6.1.1.2.4 Retail portfolio in Sofia .................................................................................71
4.6.1.1.2.5 Retail portfolio in Budapest ..........................................................................71
4.6.1.2 Overview of properties under construction .........................................................72
4.6.1.3 Overview of investment property landbank ........................................................72
4.6.1.4 Right of use .......................................................................................................73
4.6.2 Residential landbank ...........................................................................................73
4.7 Overview of the markets on which the Group operates .........................................74
4.7.1 Office market .......................................................................................................74
4.7.2 Retail market .......................................................................................................80
4.7.3 Investment market ...............................................................................................85
4.8 Information on the Company’s policy on sponsorship, charity, and other
similar activities. ........................................................................................................87
5. Operating and financial review ........................................................................................89
5.1 General factors affecting operating and financial results ...........................................89
5.2 Specific factors affecting financial and operating results ...........................................93
5.3 Presentation of differences between achieved financial results and published
forecasts ...................................................................................................................97
5.4 Statement of financial position ..................................................................................97
5.4.1 Key items of the statement of financial position ...................................................97
5.4.2 Financial position as of 31 December 2021 compared to 31 December 2020 ......98
9
5.5 Consolidated income statement .............................................................................. 100
5.5.1 Key items of the consolidated income statement ............................................... 100
5.5.2 Comparison of financial results for the year ended 31 December 2021 with
the result for the corresponding period of 2020 .................................................. 102
5.6 Consolidated cash flow statement .......................................................................... 107
5.6.1 Key items from consolidated cash flow statement .............................................. 107
5.6.2 Cash flow analysis ............................................................................................. 108
6. Information on the use of proceeds from the issuance of shares and bonds ................. 111
7. Information on loans granted with a particular emphasis on related entities .................. 112
8. Information on granted and received guarantees with a particular emphasis
on guarantees granted to related entities ...................................................................... 112
9. Off balance liabilities ..................................................................................................... 112
10. Major investments, local and foreign (securities, financial instruments, intangible
assets, real estate), including capital investments outside the Group and its
financing method ........................................................................................................ 113
11. Information on risk management ................................................................................ 113
12. Remuneration policy and human resources management.......................................... 118
12.1 Remuneration policy ............................................................................................ 118
12.2 Incentive system .................................................................................................. 119
12.2.1.1 Phantom Shares program control system ......................................................... 121
12.3 Agreements concluded between GTC and management board members ........... 121
12.4 Evaluation of the remuneration policy for the realization of its objectives ............. 121
12.5 Remuneration of the Members of the management board and supervisory board122
12.6 Number of employees .......................................................................................... 124
12.7 Training policy ..................................................................................................... 124
12.8 Information on any liabilities arising from pension and similar benefits for
former members of the management board and the supervisory board ................ 124
13. Shares in GTC held by members of the management board and the supervisory
board .......................................................................................................................... 124
14. Transactions with related parties concluded on terms other than market terms ......... 126
15. Information on signed and terminated loan agreements within a given year ............. 127
16. Information on contracts of which the Company is aware of (including those
concluded after the balance sheet date) which could result in a change in the shareholding
structure in the future .................................................................................................. 129
17. Proceedings before a court or public authority involving Globe Trade Centre SA
or its subsidiaries the total value of the liabilities or claims is material ......................... 130
18. Material contracts signed during the year, including insurance contracts and co-operation
contracts ..................................................................................................................... 130
19. Agreements with an entity certified to execute an audit of the financial statements .... 131
10
1. Introduction
The GTC Group is an experienced, established, and fully
integrated, real estate company operating in the CEE and
SEE region with a primary focus on Poland and Hungary and
capital cities in the CEE and SEE region including Bucharest,
Belgrade, Zagreb and Sofia, where it directly manages,
acquires and develops primarily high-quality office and retail
real estate assets in prime locations. The Company is listed
on the Warsaw Stock Exchange and inward listed on the
Johannesburg Stock Exchange. The Group operates a fully-
integrated asset management platform and is represented by
local teams in each of its core markets.
GTC GROUP:
Poland,
Hungary,
Belgrade,
Bucharest,
Sofia
and Zagreb
As of 31 December 2021, the book value of the Group’s total property portfolio was €2,542,334.
The breakdown of the Group's property portfolio was as follows:
54 completed commercial buildings, including 48 office buildings and 6 retail properties
with a total combined commercial space of approximately 854 thousand sq m of GLA,
an occupancy rate at 90% and a book value of €2,196,742 (including 11 assets held
for sale) which accounts for 86% of the Group's total property portfolio;
three office buildings under construction with a total GLA of approximately 54 thousand
sq m and a book value of €132,410, which accounts for 5% of the Group's total property
portfolio;
investment landbank intended for future development (including part of land in Croatia
held for sale in amount 1,352) with the book value of 141,195, which accounts for
6% of the Group's total property portfolio;
residential landbank, including assets held for sale account for 28,733 which accounts
for 1% of the Group's total property portfolio; and
right of use of lands under perpetual usufruct, including assets hale for sale with value
of €43,254 which accounts for 2% of the Group's total property portfolio.
54
1
854 200¹
3
landbank for
completed
buildings
sq m of
GLA
buildings
under
construction
future
development
The Group’s headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
1
Including 11 assets held for sale (122,100 sq m)
11
TERMS AND ABBREVIATIONS
Terms and abbreviations capitalized in this management's board Report shall have the
following meanings unless the context indicates otherwise:
the
Company
or GTC
are to Globe Trade Centre S.A.;
the Group
or the GTC
Group
are to Globe Trade Centre S.A. and its consolidated subsidiaries;
Shares
is 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
is to the bonds issued by Globe Trade Centre S.A. and introduced to
alternative trading market and marked with the ISIN codes PLGTC0000276,
PLGTC0000292, PLGTC0000318, HU0000360102, HU0000360284 and
XS2356039268;
the Report
is to the consolidated annual report prepared according to art. 71 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 the law of a country
not being a member state;
CEE
is to the Group of countries that are within the region of Central and Eastern
Europe (Poland, Hungary);
SEE
is 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
are to the metric of the area of a given property as indicated by the property
appraisal experts to prepare the relevant property valuations. With respect
to commercial properties, the net leasable (rentable) area is all the office or
retail 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;
12
Gross
rentable
area or
gross
leasable
area, GLA
are to the amount of the office or retail space available to be rented in
completed assets multiplied by add-on-factor. The gross leasable area is
the area for which tenants pay rent, and thus the area that produces income
for the Group;
Total
property
portfolio
is to book value of the Group’s property portfolio, including: investment
properties (completed, under construction and landbank), residential
landbank, assets held for sale, and the rights of use of lands under perpetual
usufruct;
Commercial
properties
is to properties with respect to which GTC Group derives revenue from rent
and includes both office and retail properties;
Occupancy
rate
is to average occupancy of the completed assets based on square meters
("sq m") of the gross leasable area;
Funds From
Operations,
FFO,
FFO I
are to profit before tax less tax paid, after adjusting for non-cash transactions
(such as fair value or real estate remeasurement, depreciation and
amortization share base payment provision and unpaid financial expenses),
the share of profit/(loss) of associates and joint ventures, and one-off items
(such as FX differences and residential activity and other non-recurring
items);
EPRA NTA
is a net asset value measure under the assumption that the entities buy and
sell assets, thereby crystallising certain levels of deferred tax liability. It is
computed as the total equity less non-controlling interest, excluding the
derivatives at fair value as well as deferred taxation on property (unless such
item is related to assets held for sale);
In-place rent
is to rental income that was in place as of the reporting date. It includes
headline rent from premises, income from parking, and other rental income;
Net loan to
value (LTV);
net loan-to-
value ratio
are to net debt divided by Gross Asset Value. Net debt is calculated as total
financial debt net of cash and cash equivalents and deposits and excluding
loans from non-controlling interest and deferred debt issuance costs. Gross
Asset Value is investment properties (excluding the right of use under land
leases), residential landbank, assets held for sale, building for own use, and
share on equity investments. Net loan to value provides a general
assessment of financial risk undertaken;
The average
cost of debt;
average
interest rate
is calculated as a weighted average interest rate of total debt, as adjusted
to reflect the impact of contracted interest rate swaps and cross-currency
swaps by the Group;
13
EUR, €
or euro
are 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
are to the lawful currency of Poland;
HUF
is to the lawful currency of Hungary;
JSE
is to the Johannesburg Stock Exchange.
PRESENTATION OF FINANCIAL INFORMATION
Unless indicated otherwise, the financial information presented in this Report was prepared
according 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 or PLN and expressed in thousands
unless indicated otherwise.
Certain financial information in this Report was adjusted by rounding. As a result, certain
numerical figures shown as totals in this Report may not be exact arithmetic aggregations of
the figures that precede them.
PRESENTATION OF PROPERTY INFORMATION
Information on properties is presented pro-rata to the Group’s consolidation method in each of
the properties. The properties' valuation is based on the value that the Group consolidates in
its consolidated financial statements. The occupancy rate given for each of the markets is as
of 31 December 2021.
INDUSTRY AND MARKET DATA
In this Report the Group sets out information relating to its business and the markets in which
it operates and in which its competitors operate. The information regarding the markets, their
potential, macroeconomic situation, occupancy rates, rental rates, and other industry data
relating to the Group's markets are based on data and reports compiled by various third-party
entities. The information included in that section is not expressed in thousand and is prepared
by Jones Lang LaSalle IP, Inc („JLL”). It is based on material that JLL believes to be reliable.
While every effort has been made to ensure its accuracy, GTC cannot offer any warranty that
contains no factual errors.
Moreover, in numerous cases, the Group has made statements in this Report regarding the
industry in which it operates based on its own experience and examining market conditions.
The Group cannot guarantee that any of these assumptions properly reflect the Group’s
understanding of the markets on which it operates. Its internal surveys have not been verified
by any independent sources.
14
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, forward-looking 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 this Report's date.
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 essential risk factors that could cause its actual results to differ materially
from its expectations under Item 3. “Key risk factors”, Item 5. Operating and financial review”,
and elsewhere in this Report. 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.
2. Selected financial data
The following tables present the Group’s selected historical financial data for the financial year
ended 31 December 2021 and 2020. The historical financial data should be read in conjunction
with Item 5. “Operating and Financial Review” and the consolidated financial statements for
the year ended 31 December 2021 (including the notes thereto). The Group has derived the
financial data presented in accordance with IFRS from the audited consolidated financial
statements for the year ended 31 December 2021.
Selected financial data presented in PLN is derived from the consolidated financial
statements for the year ended 31 December 2021 presented in accordance with IFRS and
prepared in the Polish language and 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.
15
For the 12-month period ended
31 December
2021
2020
(in thousands)
PLN
PLN
Consolidated Income Statement
Revenues from operations
171,951
785,369
160,121
711,706
Cost of operations
(44,356)
(202,592)
(41,527)
(184,579)
Gross margin from operations
127,595
582,777
118,594
527,127
Selling expenses
(1,652)
(7,545)
(1,307)
(5,809)
Administration expenses
(14,145)
(64,606)
(11,712)
(52,057)
Loss from revaluation/impairment of assets,
net
(12,867)
(59,493)
(142,721)
(649,116)
Finance income/(cost), net
(42,977)
(196,294)
(34,913)
(155,182)
Net profit / (loss)
42,736
194,644
(70,861)
(328,741)
Basic and diluted earnings per share (not in
thousands)
0.09
0.39
(0.14)
(0.67)
Weighted average number of issued ordinary
shares (not in thousands)
487,742,245
487,742,245
485,555,122
485,555,122
Consolidated Cash Flow Statement
Net cash from operating activities
106,427
486,095
100,325
445,925
Net cash used in investing activities
(366,652)
(1,674,644)
(30,298)
(134,631)
Net cash from financing activities
84,906
387,799
27,713
123,178
Cash at banks and on hand
87,468
402,300
271,996
1,255,207
Cash at banks related to assets held for sale
9,165
42,154
-
-
Cash and cash equivalents at the end of the
period
96,633
444,454
271,996
1,255,207
Consolidated statement of financial
position
Investment property (completed and under
construction)
2,062,389
9,485,752
1,942,082
8,962,320
Investment property landbank
139,843
643,194
140,367
647,766
Right of use (investment property)
38,428
176,746
42,679
196,955
Residential landbank
27,002
124,193
10,094
46,582
Assets held for sale
292,001
1,343,029
1,580
7,291
Cash and cash equivalents
87,468
402,300
271,996
1,255,207
Receivables from shareholders
123,425
567,681
-
-
Others
73,193
336,643
71,959
332,077
Total assets
2,843,749
13,079,538
2,480,757
11,448,198
Non-current liabilities
1,487,683
6,842,449
1,274,363
5,880,931
Current liabilities
84,246
387,480
232,246
1,071,769
Total Equity
1,116,989
5,137,479
974,148
4,495,498
Share capital
11,007
48,556
11,007
48,556
Unregistered share capital increase
120,295
557,939
-
-
16
3. Key risk factors
THE IMPACT OF THE SARS-COV-2 VIRUS AND THE COVID-19 DISEASE ON THE
OPERATIONS AND FINANCIAL STANDING OF THE GROUP
The Group is subject to risks related to the spread of the SARS-CoV-2 ("COVID-19") virus and
the COVID-19 pandemic. The impact of the SARS-CoV-2 virus and the COVID-19 pandemic
is largely dependent on factors over which the Group has no control. The COVID-19 pandemic,
together with measures aimed at mitigating its further spread (including precautionary
restrictions such as temporary closures of public spaces including shopping malls or a
temporary ban on public gatherings introduced in countries in which the Group or its tenants
operate), has significantly impacted the Group's business, and may have a further adverse
effect on the operations of the Group. Such developments could have a number of effects on
the Group’s business, including the following:
some tenants in the Group’s properties could find it increasingly difficult to pay rent,
thereby leading to an increase in late payments and a consequential reduction of the
Group's cash flow;
other tenants in the Group’s properties may go bankrupt and/or may no longer be able
to afford to pay rent at all and be forced to move out, thereby further reducing the
Group's revenue streams. As a result, the Group may be confronted with having lower
occupancy levels or having to lower rental prices at its properties;
reduced demand for both office and retail space as a result of different and changing
work patterns (a growing share of employees may work from home and not from the
office) and habits (a growing number of customers may switch to shopping online rather
than in person);
delays in signing agreements relating to the sale of real estate projects or leases;
delays in obtaining administrative decisions and approvals of key importance to real
project development processes;
delays in obtaining (or a failure to obtain) financing for current and planned real estate
projects;
delays in completing projects as a result of reduced access to building materials (as a
result of disrupted supply chains) and a shortage of personnel, including
subcontractors; and
enforced quarantines or having to shut down its headquarters or other office buildings
if any of the Group's employees (or individuals with whom the Group's employees may
have come into contact) contract or test positive for COVID-19 (particularly, if a
significant number of the Group's employees are affected).
As of the date of this Report, all of the Group’s total property portfolio, including retail
properties, are open and operating normally. Retail properties constitute approximately 33%
of the Group's income generating property portfolio by value and 24% by GLA and include
17
shopping centres located in Poland, Budapest, Belgrade, Zagreb and Sofia. Although the
Group has not experienced any significant delays or variations in rental collections from offices
and retail units, the Group is working closely with tenants, many of whom are expected to take
advantage of government measures which may support rental payments, even if on a delayed
basis. In some cases, the Group has collected security deposits in lieu of rents. The Group
has agreed to rental holidays or discounts in certain cases which together with levied rental
rate payment in Poland during the lockdown of shopping centres had a negative impact of
€14,700 on the Group’s operating margin in the year ended 31 December 2020. The impact
on gross margin for the year ended 31 December 2021 was significantly lower and amounted
to €10,500.
The extent of the impact of the COVID-19 pandemic on the Group is uncertain at this time and
depends on a number of factors, such as the duration and scope of the pandemic, and the
suitability and effectiveness of measures adopted by authorities in response to the pandemic.
The continued spread of the COVID-19 pandemic and the occurrence or escalation of one or
more of the above developments may significantly negatively impact the Group's business,
financial condition, prospects and results of operations.
THE GROUP IS EXPOSED TO GENERAL COMMERCIAL PROPERTY RISKS INCLUDING
ECONOMIC, DEMOGRAPHIC AND MARKET DEVELOPMENTS.
The Group is exposed to all of the risks inherent in the business of owning, managing and
using commercial real estate. Its performance may be adversely affected by an oversupply or
a downturn in the commercial real estate market in general, or in the commercial real estate
market in those cities in which the properties are located. For example, rental income and the
market value for properties are generally affected by overall conditions in the EU and national
and local economies, such as growth in gross domestic product ("GDP"), inflation and changes
in interest rates. Changes in GDP may also impact employment levels, which in turn may affect
tenants' ability to meet their rental obligations to the Group and impact the demand for
premises generally. There can be no assurance that the Group will be able to maintain the
current high occupancy rates, rental levels and lease terms of its properties in the future.
Other factors which could have an impact on the value of a property are more general in nature,
such as national, regional or local economic conditions (including key business closures,
industry slowdowns and unemployment rates, and any cyclical patterns relating to these
trends); local property conditions from time to time (such as the balance between supply and
demand); demographic factors; consumer confidence; consumer tastes and preferences;
changes in governmental regulations including retrospective changes in building codes;
planning/zoning or tax laws; potential environmental legislation or liabilities; the availability of
refinancing; and changes in interest rate levels or yields required by investors in income
producing commercial properties.
The demand for commercial properties and the ability of such properties to generate income
and sustain market value is based on a number of factors, including:
the economic and demographic environment;
renovation work required on vacant units before they are re-let;
tenant credit risk;
18
workplace trends including growth rate, telecommuting and tenants' use of space
sharing;
local infrastructure and access to public transportation;
the competitive environment; and
tenant expectations of facility quality and upkeep.
Any deterioration in demand may result in increased pressure to offer new and renewing
tenants financial and other incentives, which in turn may lead to an overall negative impact on
net rental incomes as operating expenses increase. The occurrence of any one or a
combination of the factors noted above may have a material adverse effect on the value of the
properties, the potential to increase rent following rent reviews and the ability of the Group to
sell its properties on favourable terms or at all. Any deterioration on net rental income, the
value of the properties, or the Group's ability to sell its properties may have a material adverse
effect on the Group’s business, financial condition, and results of operations.
THE GROUP MAY FAIL TO IMPLEMENT ITS STRATEGY AND THERE CAN BE NO
ASSURANCE THAT THE SUCCESSFUL IMPLEMENTATION OF THE GROUP'S
STRATEGY WOULD ACHIEVE ITS GOALS.
The Group's strategy aims to achieve growth by: (i) expanding the Group's property portfolio
by acquiring and improving yielding properties in Poland and in capital cities in the countries
in which the Group operates, supplemented by selected development projects in the Group’s
property portfolio; (ii) improving the efficiency of the Group's asset management activities to
maximise operating performance; and (iii) selling the Group's non-core assets, which should
allow the Group to reduce its financial leverage or obtain funds to be used for new investments.
The successful implementation of the Group's strategy may result in certain changes to the
Group's property portfolio including, for example, the geographic composition of the Group's
property portfolio, the ratio of the value of completed properties to the value of properties under
construction, and the composition of the Group's property portfolio by asset classes (i.e. retail,
office, residential and other properties). As a result, various measures of the Group’s business
and recurring cash flows derived from rental income may change. Moreover, no assurance
can be given that the future performance of the Group’s property portfolio or future investment
strategies effected pursuant to the Group’s strategy will enhance the value of its property
portfolio and increase the Group’s profitability.
The success of the Group’s strategy relies, in part, on various assumptions and contingencies,
including assumptions with respect to the level of profitability of any acquisition targets to be
completed in the future and investment criteria that have been developed by the Group to
achieve an expected level of returns on acquired properties. Such assumptions may prove to
be partially or wholly incorrect and/or inaccurate.
Furthermore, the Group may fail to achieve its major goals due to internal and external factors
of a regulatory, legal, financial, social or operational nature, some of which may be beyond the
Group’s control. In particular, volatile market conditions, a lack of capital resources needed for
expansion and the changing price and availability of properties for sale in relevant markets
may hinder or make it impossible for the Group to implement the core elements of its strategy.
Moreover, expanding its presence in the asset management sector may be hindered or even
19
impossible due to increasing competition from other real estate managers and investors in the
real estate market.
As a consequence, the Group may be unable to implement its strategy in part or in full; it may
decide to change, suspend or withdraw from its strategy or development programme, and it
may be unable to achieve, or it could encounter delays in achieving, the planned outcomes of
its strategy and development programme. This could have a material adverse effect on the
Group’s business, financial condition and results of operations.
THE VALUATION OF THE GROUP’S PROPERTIES IS INHERENTLY UNCERTAIN, MAY
BE INACCURATE AND IS SUBJECT TO FLUCTUATION
The financial statements of the Group reflect property valuations performed by external
valuation agents and are not guarantees of present or future value. One external valuation
agent may reach a different conclusion to the conclusion that would be reached if a different
external valuation agent were appraising the same property, and similarly the same external
valuation agent may come to a different conclusion at different periods of time. The valuation
of property is inherently subjective and uncertain as it is based different methodologies,
forecasts and assumptions. Any change to valuation methodology may result in gains or losses
in the Group's consolidated income statement, based on the change to each property's
valuation compared with prior valuations.
The fair value of the Group's investment properties and undeveloped landbank is assessed
semi-annually (as of 30 June and 31 December of each year) by independent certified
appraisers based on discounted projected cash-flows from investment properties using
discount rates applicable for the relevant local real estate market or, in case of certain
properties, by reference to the sale value of comparable properties. Such valuations are
reviewed internally and, if necessary, confirmed by the Group’s independent certified appraiser
and, verified by the Group’s management.
There can be no assurance that the valuations of the Group’s properties (undeveloped, in
progress and completed) will reflect the actual sale prices or that the estimated yield and
annual rental revenue of any property will be attained, or that such valuations will not be subject
to be challenged by, among others, the regulatory authorities. Increased uncertainty and
volatility in financial markets in the context of the COVID-19 pandemic has negatively affected
the Group's investment properties and might have an effect on their future asset valuations
(the valuation of the Group's investment properties in the year ended 31 December 2020
decreased by EUR 142,721 (6% of total portfolio value)). Forecasts may prove inaccurate as
a result of the limited amount and quality of publicly available data and research regarding
Poland and the other markets in which the Group operates, compared to mature markets.
Moreover, a recent lack of comparable transactions during periods of lockdowns has forced
valuation agents to rely on yields derived from theoretical models and estimates rather than
actual market yields.
Additionally, the valuation and planning of projects is impacted by estimates of construction
costs which are based on current prices and future price forecasts, whereas the actual costs
involved may be different. Moreover, certain valuations are based on assumptions regarding
future zoning decisions, which may prove to be inaccurate and, as a result, the Group may not
20
be able to develop certain properties in accordance with its plans. This may adversely impact
the valuation of such properties in the future.
If the forecasts and assumptions on which the valuations of the projects in the Group’s portfolio
are based prove to be inaccurate, the actual value of the projects in the Group’s portfolio may
differ materially from that stated in the valuation reports. Inaccurate valuations of the Group’s
properties and fluctuations in valuations may have a material adverse effect on the Group’s
business, financial condition and results of operations.
THE GROUPS CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT MAY BE
SIGNIFICANTLY AFFECTED BY FLUCTUATIONS IN THE FAIR MARKET VALUE OF ITS
PROPERTIES AS A RESULT OF REVALUATIONS
The Group’s income generating properties and properties under development are
independently revalued on, at a minimum, a semi-annual basis in accordance with its
accounting policy. In accordance with IAS 40 "Investment Property" as adopted by the
European Union (the "EU"), any increase or decrease in the value of the Group's properties
are accounted for in accordance with fair value models recorded as a revaluation gain or loss
in the Group's consolidated income statement for the period during which the revaluation
occurred. Moreover, projects under construction which cannot be reliably valued at fair value
are valued at historical cost decreased by impairment, if any. Such properties are tested for
impairment on at least, a semi-annual basis. If the criteria for impairment is satisfied, a loss is
recognised in the Group’s consolidated income statement.
As a result, the Group can have significant non-cash revenue gains or losses from period to
period depending on the changes in the fair value of its investment properties, whether or not
such properties are sold. For instance, in some years, the Group may recognise revaluation
losses and impairment in respect of certain assets and residential projects, and profits for the
same assets and residential projects in other years.
If market conditions and the prices of comparable commercial real properties continue to be
volatile, the Group may continue to experience significant revaluation gains or losses from the
Group’s existing properties in the future. If a substantial decrease in the fair market value of its
properties occurs, over the longer term, this may have a material adverse effect on the Group’s
business, financial condition and results of operations.
THE GROUP’S BUSINESS IS DEPENDENT ON ITS ABILITY TO ACTIVELY MANAGE ITS
ASSETS
A core part of the Group’s operations is the active management of its assets, which includes
the management of vacancy rates and rent levels and the terms of executed lease agreements
in the case of commercial properties, as well as achieving a desired tenant mix in the case of
retail properties.
The active management of the Group’s large-scale commercial properties is of particular
importance. In addition to legal constraints, the Group’s ability to reduce vacancies, renegotiate
rents and create a desired tenant mix is partly subject to market-related factors. Some of these
factors, such as the general economic environment, consumer confidence, inflation and
interest rates, and others are beyond the Group’s control. During periods of recession or
downturns in the economy, or as a result of the uncertainty caused by the outbreak of the
21
COVID-19 pandemic, it is more challenging for developers to attract new tenants and to retain
existing ones, and competition between developers for each tenant is much stronger. If the
Group is unable to create or capture demand for its properties by, for example, improving
tenant services or motivating its external sales agents, it may not be able to reduce vacancy
rates or renegotiate rents as desired. Moreover, tenants that experience liquidity shortages
may not pay their rent on time over prolonged periods, but, despite that, the Group may not be
able to replace them with different tenants with a better financial standing.
A prolonged period of higher vacancy rates could lower the rents tenants generally pay and
make it more difficult to increase the average rent that the Group expects to charge. Higher
vacancy rates would also increase the Group’s overall operating costs, as the Group would
have to cover expenses generated by empty properties or units. Any such decrease in rental
revenue or increase in operating costs could have a material adverse effect on the Group’s
business, financial condition and results of operations.
THE GROUP’S GROWTH AND PROFITABILITY WILL DEPEND ON THE GROUP’S
ABILITY TO IDENTIFY AND ACQUIRE ATTRACTIVE INCOME-GENERATING
PROPERTIES, EFFICIENTLY MANAGE ITS PORTFOLIO AND DEVELOP SELECTED
PROJECTS
In accordance with its strategy, the Group intends to expand its business through: (i) the
acquisition of yielding properties; (ii) asset management focused on realising the full potential
of, and maximising returns from the Group’s portfolio; and (iii) the development of selected
projects. Accordingly, the growth and profitability of the Group and the success of its proposed
business strategy depend, to a significant extent, on its continued ability to locate and acquire
yielding properties at attractive prices and on favourable terms and conditions.
The ability to identify and secure accretive value-added acquisition opportunities involves
uncertainties and risks, including the risk that the acquisition will not generate an income after
the Group has carried out business, technical, environmental, accounting and legal
examinations of the property or project. In addition, the Group also faces the risk that
competitors may anticipate certain investment opportunities and compete for their acquisition.
Additionally, any potential acquisition of properties may give rise to pre-acquisition costs which
have to be paid by the Group even if the purchase of a property is not concluded. There can
be no assurance that the Group will be able to: (i) identify and secure investments that satisfy
its rate of return objective and realise their values; and (ii) acquire properties suitable for
management in the future at attractive prices or on favourable terms and conditions.
As a part of its strategy, the Group intends to focus on maximising the operating performance
and efficiency of its income-generating commercial property portfolio. In pursuing this
objective, the Group may expend considerable resources (including funds and management
time) on managing properties that do not generate the expected returns and maintain certain
ratios at the required level due to, for example, a decrease in demand for rental units or in
rental levels which are not possible to anticipate.
The failure of the Group to identify and acquire suitable properties, effectively manage its
properties portfolio and develop its projects could have a material adverse effect on the
Group’s business, financial condition and results of operations or prospects.
22
THE GROUP MIGHT NOT RECEIVE ADEQUATE INFORMATION ON RISKS RELATING TO,
OR MIGHT MAKE ERRORS IN JUDGMENT REGARDING, FUTURE ACQUISITIONS OF
REAL ESTATE
The acquisition of real estate requires a precise analysis of the factors that create value, in
particular the levels of future rental values and the potential for the improvement of the net
operating income ("NOI"). Such an analysis is subject to a wide variety of factors as well as
subjective assessments and is based on various assumptions. It is possible that the Group or
its service providers will misjudge individual aspects of a given project when making acquisition
decisions or that assessments on which the Group bases its decisions are inaccurate or based
on assumptions that turn out to be incorrect. Such judgment errors may lead to an inaccurate
analysis and valuation of the properties by the Group in connection with investment decisions
that may only become apparent at a later stage and force the Group to revise its valuation
amounts downwards. The Group can also not guarantee that the service provider it chooses to
carry out its due diligence when purchasing property will identify all the risks related to the
property in question. In addition, the Group cannot guarantee that it will be able to have recourse
to the seller of the property for not disclosing such risks. The Group may suffer financial loss if
it is unable to learn of such risks. The occurrence of one or several of such risks could have a
material adverse effect on the Group’s business, financial condition and results of operations.
THE GROUP CANNOT GUARANTEE THAT IT WILL CONTINUE TO GENERATE RENTAL
INCOME AT ASSUMED LEVELS
Rental levels of the Group’s properties are generally affected by overall conditions in the
economies in which the Group operates, as well as the conditions of the Group's property
portfolio itself (including future acquisitions of properties and the performance of the existing
property portfolio), the development of the selected existing projects, their infrastructure
condition, and vacancy rates. All of these elements are subject to various factors, many of which
are outside of the Group’s control.
In particular, due to increased competition and pressure on rents, amidst the general economic
uncertainty arising from the COVID-19 pandemic, there can be no assurance that tenants will
renew their leases on terms favourable to the Group at the end of their current tenancies or, if
they do not, that new tenants of equivalent standing (or any new tenants) will be found to take-
up replacement leases. Moreover, the Group’s property portfolio includes numerous properties
with non-fixed rents tied to the turnover of the tenants. Accordingly, if the turnover of such
tenants declines, the rent payable by them will also decrease. For the year ended 31 December
2021, 3% of the Group's revenues from rental activity came from properties on which the rents
were tied to the turnover of the tenants. In addition, the Group has no influence on the
operations of its tenants and may not be able to monitor on an ongoing basis the tenants’
turnover in order to ensure that the level of turnover reflects the best and actual performance
efforts of its tenants. Consequently, the amounts of rental income generated by the Group’s
office and retail properties in the past cannot be used to predict future rental income and there
can be no assurance that rental income will develop positively in the future.
Additionally, the Group’s rental income may also decrease as a result of asset disposals or
acquisitions of properties with no or unsatisfactory income-generating capabilities. As part of its
23
strategy, the Group is reorganising its property portfolio and intends to acquire appreciating and
value-added properties and to sell its non-core assets. The Group intends to integrate any newly
acquired properties with the existing portfolio and rent them out in order to generate rental
income for the Group. If these properties are not fully rented and/or the rental rates are agreed
below the estimated rental values, the Group may not be able to realise its expected rates of
return on the new acquisitions. Subdued or negative rental return and profits could have a
material adverse effect on the Group’s business, financial condition and results of operations.
ANY DECLINE IN OCCUPANCY LEVELS MAY HAVE A DIRECT IMPACT ON THE
GROUP'S CASH FLOWS
The Group invests in real estate and derives a significant proportion of its cash flows from rental
payments received from the tenants occupying its properties. Any significant decline in
occupancy levels in respect of the properties could have a material adverse effect on the ability
of the Group to generate cash flow at the earlier assumed values. Factors affecting occupancy
may include, but are not limited to:
demand for office and retail space
the age, quality and design of a property relative to comparable properties in the local
market;
the property's location relative to public transportation;
the standard of maintenance and upkeep of a property, including any work done by
third-party service providers; and
perceptions regarding the safety, convenience and attractiveness of the property.
There can be no assurance that tenants will renew their leases on terms favourable to the Group
at the end of their current tenancies or, if they do not, that new tenants of equivalent standing
(or any new tenants) will be found to take-up replacement leases.
Any failure of the Group to sustain an adequate occupancy level would result in lower rental
income from the management of the existing portfolio and in a lower valuation of the Group’s
properties and overall portfolio. Expected vacancies are reflected in the valuation reports as of
31 December 2021. If a significant portion of the Group's property portfolio remains vacant for
a prolonged period of time, the fixed costs for maintaining such vacant spaces and the lack of
rental income generated by such spaces could have a material adverse effect on the Group’s
business, financial condition and results of operations.
THE GROUP MAY BE UNABLE TO FULLY RECOVER THE COSTS OF OPERATING THE
PROPERTIES FROM THE TENANTS
The majority of the Group’s lease contracts are structured in a way that allows the Group to
pass on certain of the costs related to the leased property to the tenant, including marketing
costs, electricity costs on common space, real estate taxes, building insurance, and
maintenance costs.
24
However, the Group is not able to pass on all such costs to the tenants, especially in a very
competitive environment, where the Group has to offer attractive conditions and terms to be
able to compete with other office buildings or has to improve conditions offered to attract new
tenants to its retail projects. Deteriorating market conditions, increased competition and tenants’
requirements may further limit the Group’s ability to transfer such costs, in full or in part, to its
tenants. The service charges of the Group's properties may increase due to a number of factors,
including an increase in electricity costs or maintenance costs. Moreover, if vacancy rates
increase, the Group must cover the portion of the service charge that is related to the vacant
space. Some lease agreements provide for the maximum value combined rental rate and
service charged to be paid by the tenant. In such cases, if the maintenance charges increase,
the Group would be unable to pass on such increases to the tenants.
Any significant increases in property costs that cannot be compensated by increasing the level
of costs passed on to its tenants may have an adverse effect on the Group’s business, financial
condition and results of operations.
THE GROUP MAY BE MATERIALLY AFFECTED BY THE LOSS OF ATTRACTIVE
TENANTS
The presence of reputable tenants, especially anchor tenants, in the Group’s retail projects is
important for its commercial success. Such tenants play an important role in generating
customer traffic and attracting other tenants. The Group targets anchor tenants of varying sizes.
A suitable anchor tenant typically depends on the size of the relevant shopping centre and the
relative size, in GLA terms, of the anchor tenant unit in a given shopping centre. It may be more
difficult for the Group to attract tenants to enter into leases during periods when market rents
are increasing or when general consumer activity is decreasing, or if there is competition for
such tenants from competing developments. In addition, the termination of a lease agreement
by any significant tenant may adversely affect the attractiveness of a project. Moreover,
following the period of lockdowns, anchor tenants were among the first to demand
renegotiations of their lease agreements. In order to maintain such tenants, the Group was
required to implement several measures to support tenants and encourage consumer spending,
such as reducing rent, allowing rent payment in instalments, and waiving late payment interest
and service charges. The Group has agreed to rental holidays or discounts in certain cases
which together with levied rental rate payment in Poland during the lockdown of shopping
centres had a negative impact of €14,700 on the Group’s operating margin in the year ended
31 December 2020. The impact on gross margin for the year ended 31 December 2021 was
significantly lower and amounted to €10,500. Depending on the severity and length of the
COVID-19 pandemic, the Group may have to extend further assistance to its tenants across
the portfolio.
If the Group fails to renew the leases of anchor tenants, or to replace such tenants in a timely
manner, the Group may incur material additional costs or loss of revenues, which may, in turn,
have a material adverse effect on the Group’s business, financial condition and results of
operations.
25
THE GROUP FACES COMPETITION FROM OTHER OWNERS, REAL ESTATE
MANAGERS, AND DEVELOPERS OF COMMERCIAL REAL ESTATE
The Group has faced and continues to face increased competition from other owners, local and
international real estate managers and developers of commercial real estate. Such competition
may affect the Group’s ability to attract and retain tenants and may reduce the rents that the
Group is able to charge. Such competing properties may have vacancy rates that are higher
than the vacancy rates of the Group’s properties, which could result in their owners being willing
to rent their properties at lower rental rates than the Group would normally be prepared to offer
but which the Group may have to match. Competition in the real estate market may also lead
to increased marketing and development costs.
Given that the successful growth and profitability of the Group depends on: (i) the level of its
vacancy rates; (ii) the increase and maintenance of occupancy on the best achievable market
terms; (iii) the level of lease rent and rent collection; (iv) minimising property maintenance costs;
and (v) the acquisition of real estate at the lowest available prices, increased competition from
other owners, real estate managers and developers of commercial real estate and surrounding
factors could adversely affect the Group’s business, financial condition and results of
operations.
THE GROUP MAY BE SUBJECT TO SIGNIFICANT COMPETITION IN SEEKING
INVESTMENTS AND MAY INCREASE THE PURCHASE PRICE OF PROPERTIES TO BE
ACQUIRED
The Group competes with a number of real estate companies and developers for properties,
developments, contractors and customers. Some of the Group's competitors may be larger or
have greater financial, technical and marketing resources than the Group and therefore the
Group may not be able to compete successfully for investments or developments.
In addition, new acquisitions of existing properties at yields that the Group considers attractive
may become difficult to complete for a number of factors that may be beyond the Group's control
including, for example, increased competition. Accordingly, the implementation of the Group's
strategy to make suitable investments in prime locations may be delayed or may not be
possible.
Competition in the real estate market may also lead to a significant increase in prices for real
estate available for sale, which could be potential acquisition targets for the Group. Each of
these risks could have a material adverse effect on the Group’s business, financial condition
and results of operations.
26
THE GROUP MAY NOT BE ABLE TO SELL ITS PROPERTIES ON A TIMELY BASIS
As part of its strategy, the Group sells from time to time its real-estate properties to recycle its
equity and reinvest in new projects. The sale of a real estate project is usually a complex and
lengthy process. There may be situations, however, when it would be beneficial for the Group
to be able to sell one or more of its projects quickly. For example, the Group may wish to sell
on short notice if it believes that market conditions are optimal or if it is approached by a party
interested in purchasing a particular property on commercially attractive terms. The Group’s
ability to sell its property quickly may, however, be hindered by a number of factors beyond its
control.
The Group’s properties may constitute collateral established in favour of entities providing
external financing, which may further restrict and/or delay their transferability if the lender’s
consent must first be obtained. Several of the Group’s projects are also held through joint
ventures with third parties and may, as a result, be subject to legal and/or contractual limitations
on transferability, such as first refusal and co-sale rights, or a requirement to obtain joint
approval for any such sale. Such limitations could adversely affect the Group’s ability to
complete a transaction and to generate cash flow as needed through the timely sale of its
projects at favourable prices or to vary its property portfolio in response to economic or other
conditions impacting the property value. It may be particularly difficult to sell real estate
properties in an uncertain market environment caused by the COVID-19 pandemic. If the Group
cannot sell a particular project within a reasonable time, it may not be able to generate the cash
flow it may require to service ongoing operations or invest in new projects, or it may be unable
to take advantage of favourable economic conditions or mitigate the impact of unfavourable
economic conditions should they arise, which could have a material adverse effect on the
Group’s business, financial condition and results of operations.
THE GROUP'S PROPERTIES COULD SUFFER DAMAGE DUE TO UNDISCOVERED
DEFECTS OR EXTERNAL INFLUENCES
The Group’s properties could suffer damage due to undiscovered or underestimated defects or
from external influences (e.g., earthquakes, floods, landslides or mining damage). In addition
to the significant health risks and related costs, the Group could also be required to pay for the
removal and disposal of hazardous substances, as well as the related maintenance and
restoration work, without the ability to pass those costs onto third parties. The occurrence of
any such risk could have a material adverse effect on the Group’s business, financial condition
and results of operations.
If a given property is under renovation or undergoing modernisation, there can be no assurance
that any space that has not been pre-leased, can be let or otherwise marketed during or
following the renovation or modernisation phase on the appropriate terms and conditions. Such
developments could have a material adverse effect on the Group’s business, financial condition
and results of operations.
27
FAILURE TO OBTAIN THE REQUIRED ZONING OR CONSTRUCTION PERMITS, OR ANY
OTHER APPROVALS IN A TIMELY MANNER OR AT ALL MAY DELAY OR PREVENT THE
DEVELOPMENT OF CERTAIN OF THE GROUP’S PROJECTS
No assurances can be given that any permits, consents or approvals required from various
government entities in connection with existing or new development projects will be obtained
by the Group in a timely manner, or that they will be obtained at all, or that any current or future
permits, consents or approvals will not be withdrawn. For example, as part of its operations, the
Group, may occasionally purchase land that requires rezoning or a new or amended local
spatial development plan or planning permission. The issuance of a required permission cannot
be guaranteed, and the Group has encountered difficulties in the past in that respect.
If the Group cannot obtain the required approvals and permits in a timely manner or at all, its
projects may be delayed or cancelled, which could have a material adverse effect on the
Group’s business, financial condition and results of operations.
THE GROUP MAY BE SUBJECT TO INCREASED COSTS OR PROJECT DELAYS OR
CANCELLATIONS IF IT IS UNABLE TO HIRE GENERAL CONTRACTORS TO BUILD ITS
PROJECTS ON COMMERCIALLY REASONABLE TERMS, OR AT ALL, OR IF THE
GENERAL CONTRACTORS IT HIRES FAIL TO BUILD THE GROUP’S PROJECTS TO
ACCEPTED STANDARDS, IN A TIMELY MANNER OR WITHIN BUDGET
The Group outsources the construction of its projects to reputable general contractors and the
successful construction of the Group’s projects depends on its ability to hire general contractors
to build its projects to accepted standards of quality and safety on commercially reasonable
terms, within the limits of an agreed timeframe or an approved budget.
Accordingly, the Group’s failure to hire general contractors on commercially reasonable terms
could result in increased costs and a failure to hire general contractors at all could result in
project delays or cancellations. The failure of general contractors to meet accepted standards
of quality and safety or to complete the construction within an agreed timeframe or within an
approved budget may result in increased costs, project delays or claims against the Group.
Additionally, such failure may damage the Group's reputation and affect the marketability of the
completed properties. If the Group is unable to enter into contracting arrangements with quality
general contractors or subcontractors on commercially reasonable terms, or their performance
is substandard, this could have a material adverse effect on the Group’s business, financial
condition and results of operations.
The financial strength and liquidity of the Group’s general contractors may be insufficient in the
case of a severe downturn in the real estate market, which, in turn, could lead to their
insolvency. Although most of the Group's subsidiaries’ agreements with general contractors
provide for the indemnification of the subsidiaries against any claims raised by sub-contractors
engaged by such general contractors, there can be no assurance that such indemnification
provisions will be fully effective, in particular if such indemnification is challenged in court or
upon the insolvency of the general contractors. The Group requires general contractors to
secure the performance of their obligations under their respective agreements through, for
example, presenting bank guarantees. However, there can be no assurance that such
28
guarantees will cover the entirety of costs and damages incurred by the Group in connection
with the non-performance of agreements entered into with general contractors.
The Group’s reliance on general contractors and subcontractors exposes it to risks associated
with the poor performance of such contractors and their subcontractors and employees and
construction defects. The Group may incur losses as a result of being required to engage
contractors to repair defective work or pay damages to persons who have suffered losses as a
result of such defective work. Furthermore, these losses and costs may not be covered by the
Group’s professional liability insurance, by the contractor or by any relevant subcontractor in
particular in the case of the architects engaged by the general contractors as both the scope of
their liability and their financial strength is limited in comparison to the value of the Group’s
projects. If the performance of the Group’s general contractors or subcontractors is
substandard, this could have a material adverse effect on the Group’s business, financial
condition and results of operations.
THE GROUP MAY FACE CLAIMS FOR DEFECTIVE CONSTRUCTION AND RISKS
ASSOCIATED WITH ADVERSE PUBLICITY, WHICH COULD HAVE AN ADVERSE EFFECT
ON ITS COMPETITIVE POSITION
The construction, lease and sale of properties are subject to a risk of claims for defective
construction, corrective or other works and associated adverse publicity. There can be no
assurance that such claims will not be asserted against the Group in the future, or that such
corrective or other works will not be necessary. Further, any claim brought against the Group,
and the surrounding negative publicity concerning the quality of the Group’s properties or
projects, irrespective of whether the claim is successful, could also have a material adverse
effect on how the Group's business, properties and projects are perceived by target customers,
tenants or investors. This could negatively affect the Group’s ability to market, lease and sell its
properties and projects successfully in the future, which could have a material adverse effect
on the Group’s business, financial condition and results of operations.
THE CONSTRUCTION OF THE GROUP’S PROJECTS MAY BE DELAYED OR OTHERWISE
NEGATIVELY AFFECTED BY FACTORS OVER WHICH THE GROUP HAS LIMITED OR NO
CONTROL
The construction of the Group’s projects may be delayed or otherwise negatively affected by,
among others, the following factors over which the Group has limited or no control:
increased material, labour or other costs, which may make completion of the project
uneconomical;
acts of nature, such as harsh climate conditions, earthquakes and floods, that may
damage or delay the construction of properties;
industrial accidents, deterioration of ground conditions (for example, the presence of
underground water) and potential liability under environmental laws and other laws
related to, for example, ground contamination, archaeological findings or unexploded
ordnance;
29
acts of terrorism, riots, strikes or social unrest;
building code violations or as yet undetected existing contamination, soil pollution, or
construction materials that are determined to be harmful to health;
changes in applicable laws, regulations, rules or standards that take effect after the
commencement by the Group of the planning or construction of a project that result in
the incurrence of costs by the Group or delays in the development of a project; and
defective building methods or materials.
The inability to complete the construction of a project on schedule, within budget or at all for
any of the above or other reasons may result in increased costs or cause the project to be
delayed or cancelled, which could have a material adverse effect on the Group’s business,
financial condition and results of operations.
THE GROUP IS SUBJECT TO GENERAL DEVELOPMENT RISKS THAT MAY INCREASE
COSTS AND/OR DELAY OR PREVENT THE DEVELOPMENT OF ITS PROJECTS
Development of certain of the Group’s projects has not yet begun and, as of the date of this
Report, these projects do not generate any revenues. The successful development of these
projects is an important factor for the Group’s future success and involves a large number of
highly variable factors which are complex and inherently subject to risk. Development risks to
which the Group is sensitive include, among others:
additional construction costs for a development project being incurred in excess of the
amount originally agreed with the general contractor;
liability to subcontractors related with bankruptcy of the general contractor;
changes in existing legislation or the interpretation or application thereof (e.g. an
increase of the rate of the goods and services tax, which impacts the demand for
housing);
actions of governmental and local authorities resulting in unforeseen changes in urban
planning, zoning and architectural requirements;
potential defects or restrictions in the legal title to plots of land or buildings acquired by
the Group, or defects, qualifications or conditions related to approvals or other
authorizations relating to plots of land held by the Group;
the Group’s potential inability to obtain financing on favourable terms or at all for
individual projects or in the context of multiple projects being developed at the same
time;
potential liabilities relating to acquired land, properties or entities owning properties with
respect to which the Group may have limited or no recourse;
tenants’ unwillingness to vacate a development site;
30
obligations regarding the development of adjacent properties;
inability to receive required zoning permissions for intended use;
discrepancies between the planned area and the post-construction area of
developments;
obligations relating to the preservation and protection of the environment and the historic
and cultural heritage of jurisdictions in which the Group conducts its operations, as well
as other social obligations;
COVID-19 pandemic associated development costs.
These factors, including factors over which the Group has little or no control, may increase
costs, give rise to liabilities or otherwise create difficulties or obstacles to the development of
the Group’s projects. The inability to complete the construction of a property on schedule or at
all for any of the above reasons may result in increased costs or cause the projects to be
delayed or cancelled, which may have a material adverse effect on the Group’s business,
financial condition and results of operations.
WITHOUT SUFFICIENT LOCAL INFRASTRUCTURE AND UTILITIES, THE
CONSTRUCTION OF THE GROUP’S PROJECTS MAY BE DELAYED OR CANCELED, OR
IT MAY BE UNABLE TO REALIZE THE FULL EXPECTED VALUE OF ITS COMPLETED
PROJECTS
The Group’s projects can only be carried out if the sites on which they are located have access
to the relevant technical infrastructure required by law (e.g. internal roads, utility connections,
and fire prevention equipment and procedures). In cases where such sites do not have the
necessary infrastructure, a use permit for the project may not be issued until such infrastructure
is assured. It is also possible that the relevant authorities may require the Group to develop the
relevant infrastructure as a part of the works related to the project, which may have a significant
impact on the costs of the construction works. The authorities may also demand that the investor
develop technical infrastructure that is not required from the project’s perspective but may be
expected by the authorities as a contribution by the investor to the development of the local
municipality.
In addition to the necessity of having adequate infrastructure during the construction process,
the viability of the Group’s projects, once completed, depends on the availability and sufficiency
of the local infrastructure and utilities. In some cases, utilities, communications and logistics
networks have not been adequately funded or maintained in recent decades and may be non-
existent, obsolete or experience failures. To be sufficient, the existing local infrastructure and
utilities may need to be improved, upgraded or replaced. As a consequence of this lack of
maintenance, for example, the Group may from time to time experience shortages in the
availability of energy and other utilities. There can be no assurance that improvements to the
infrastructure in and around the Group’s projects, or the infrastructure integrated into its
projects, will be completed prior to the completion of the Group's projects or that any such
improvement will be sufficient to support the Group’s completed projects. This may have a
material adverse effect on the Group’s business, financial condition and results of operations.
31
THE GROUP IS DEPENDENT ON A LIMITED NUMBER OF KEY MEMBERS OF ITS
MANAGEMENT
The Group's success depends on the activities and expertise of the members of its
management. If the Group is unable to retain the key members of its management, this could
result in a significant loss of expertise and could have a material adverse effect on the Group’s
business, financial condition, results of operations.
Additionally, in view of the increased spread of the COVID-19 pandemic, it cannot be excluded
that key members of the Group’s management will be subjected to quarantine and/or will test
positive for COVID-19 pandemic what might result in such persons being subjected to
isolation/hospitalization or not being able to devote sufficient time and resources to managing
the Group’s operations, and thus, could have an adverse effect on the Group’s business,
financial condition, and results of operations.
SHORTAGES OF QUALIFIED EMPLOYEES AND OTHER SKILLED PROFESSIONALS
COULD DELAY THE COMPLETION OF THE PROJECTS OF THE GROUP OR INCREASE
ITS COSTS
The Group relies on a skilled team of professionals, including its key management and project
managers, mid-level managers, accountants and other financial professionals, in the
development of its projects. The Group has in the past experienced delays in the completion of
certain projects as a result of shortages of qualified employees and skilled professionals and, if
the Group is unable to hire the necessary employees, staffing shortages may adversely affect
its ability to adequately manage the completion of its projects and efficiently manage its assets
or force it to pay increased salaries to attract skilled professionals or the necessary employees.
Furthermore, the future success of the Group depends on its ability to hire senior personnel
such as managers with extensive experience in the identification, acquisition, financing,
construction, marketing and management of development projects and investment properties.
The failure by the Group to recruit and retain appropriate personnel may have a material
adverse effect on the Group’s business, financial condition and results of operations.
CLIMATE CHANGES MAY REQUIRE CHANGES IN THE OPERATION OF THE GROUP’S
PROPERTIES, AND NOT ADAPTING TO THESE CHANGES IN TIMELY MANNER COULD
CREATE A COMPETITIVE DISADVANTAGE AND DECREASE IN RENTAL REVENUE,
WHILE ADAPTING TO CHANGES MAY REQUIRE ADDITIONAL CAPITAL EXPENDITURE
Over last several years the Group has observed changes in climate with significant changes in
the average air temperature in the region in which the Group operates. As a result, the Group
has invested to upgrade infrastructure in certain of its properties in order to address such
increases in average air temperatures. The Group strives to prepare its properties for changing
climate in the best possible way. However, it cannot be guaranteed that the Group will not suffer
a competitive disadvantage or decrease in rental revenue as a result of not adapting to those
changes in timely or appropriate manner. Additionally, the Group cannot asses at that stage
what adjustments to its properties will be required going forward to adopt the properties to the
changes in climate and what capital expenditure will be required to make those adaptations.
32
CHANGES IN TAX LAWS OR THEIR INTERPRETATION COULD AFFECT THE GROUP’S
FINANCIAL CONDITION AND THE CASH FLOWS AVAILABLE TO THE GROUP
Tax regulations in a number of countries the Group operates in, including Poland, are complex
and they are subject to frequent changes. The approach of the tax authorities in the countries
in which the Group operates is not uniform or consistent and there are rather significant
discrepancies between the judicial decisions issued by administrative courts in tax law matters.
No assurance may be given that tax authorities will not employ a different interpretation of the
tax laws which apply to the Group, and which may prove unfavourable to the Group. No
assurance may be given that the specific individual tax interpretations already obtained and
applied by the Group will not be changed or challenged. There is also a risk that once new tax
law regulations are introduced, the Group companies will need to take actions to adjust to these
laws, which may result in greater costs forced by circumstances related with complying with the
changed or new regulations.
In light of the foregoing, there can be no assurance given that the tax authorities will not question
the accuracy of tax reporting and tax payments made by the Group companies, in the scope of
tax liabilities not barred by the statute of limitations, and that they will not determine the tax
arrears of the Group companies, which may have a material adverse effect on the Group
companies’ business, financial standing, growth prospects or results of the Group.
Moreover, in relation to the cross-border nature of the Group’s business, the international
agreements, including the double tax treaties, to which members of the Group are a party, also
have an effect on the Group companies’ business. Different interpretations of the double tax
treaties by the tax authorities as well as any changes to these treaties may have a material
adverse effect on the business, financial standing or results of the Group companies.
GOVERNMENTS IN JURISDICTIONS IN WHICH THE GROUP OPERATES MIGHT
INTRODUCE CHANGES IN LAWS (INCLUDING LAWS GOVERNING RENT COLLECTION,
DEBT COLLECTION AND INSOLVENCY) IN RESPONSE TO THE COVID-19 PANDEMIC
In light of the expected payment difficulties of companies and private individuals as a result of
the COVID-19 pandemic, a number of jurisdictions in which the Group operates have enacted
legislative amendments and adopted tenant support packages, such as a rental payments
holiday in Poland to for the period of lockdown (followed by an introduction on 23 July 2021 a
statutory law on obligatory settlement between tenants and landlords, under which tenants will
pay 20% of the rent in the lockdown period and 50% for the three months following such
lockdown period) or rent support through subsidizing part of any rental discounts. The Group
adopted a number of measures to support tenants in response andthere can be no assurance
that the governments in the jurisdictions in which the Group operates may not, in the future,
introduce additional measures which could negatively impact the ability of the Group to collect
its rental payments. Income from, and the market value of, the Group's portfolio would be
adversely affected if, as a result of governmental measures, rental payments could not be
collected.
33
CHANGES IN LAWS COULD ADVERSELY AFFECT THE GROUP
The Group’s operations are subject to various regulations in Poland, Romania, Hungary,
Croatia, Serbia, Bulgaria and other jurisdictions in which the Group conducts business activities,
such as fire and safety requirements, environmental regulations, labour laws, and land use
restrictions. If the Group’s projects and properties do not comply with these requirements, the
Group may incur regulatory fines or damages.
Moreover, there can be no assurance that if perpetual usufruct fees in Poland are increased,
the Group will be able to pass such costs onto its tenants in the form of increased service
charges as such increase might lead to a given property becoming less competitive as
compared to properties not situated on land subject to perpetual usufruct fees.
Furthermore, the imposition of more strict environmental, health and safety laws or enforcement
policies in Central and Eastern Europe ("CEE") and South Eastern Europe ("SEE") could result
in substantial costs and liabilities for the Group and could subject the properties that the Group
owns or operates (or those formerly owned or operated by the Group) to more rigorous scrutiny
than is currently applied. Consequently, compliance with these laws could result in substantial
costs resulting from any required removal, investigation or remediation, and the presence of
such substances on the Group’s properties may restrict its ability to sell the property or use the
property as collateral.
New, or amendments to existing, laws, rules, regulations, or ordinances could require significant
unanticipated expenditures or impose restrictions on the use of the properties and could have
a material adverse effect on the Group’s business, financial condition and results of operations.
THE GROUP MAY BE SUBJECT TO LEGAL DISPUTES AND RISKS
The Group’s business involves the acquisition, rental, sale and administration of properties,
including under cooperation agreements that, as a matter of ordinary course of business,
expose the Group to a certain degree of small-scale litigation and other legal proceedings. Legal
disputes which, taken individually, are relatively immaterial, may be joined with disputes based
on similar facts such that the aggregate exposure of the Group might become material to its
business. Furthermore, the Group may face claims and may be held liable in connection with
incidents occurring on its construction sites such as accidents, injuries or fatalities of its
employees, employees of its contractors or other visitors on the sites.
It is standard practice in real estate transactions for the seller to make representations and
warranties in the purchase agreement concerning certain features of the property. Typically, the
assurances the seller gives regarding the property in the purchase agreement do not cover all
of the risks or potential problems that can arise for the Group in connection with the purchase
of property by the Group. The Group’s possible rights of recourse towards the sellers of
properties could fail for a variety of reasons, including due to the inability to establish that the
persons in question knew or should have known about the defects, due to the expiration of the
statute of limitations, due to the insolvency of the parties opposing the claim, or for other
reasons. If this were to occur, the Group may suffer a financial loss.
34
The Group provides different types of guarantees when it leases real estate, especially with
regard to legal title and the absence of defects in quality, as well as existing levels of hazardous
contamination and the portfolio of leases. The same applies to the sale of real estate. Claims
could be brought against the Group for breach of such guarantees and/or for the existence of
defects of which the Group was not aware, but of which it should have been aware, when it
concluded the transaction. The occurrence of one or several of the aforementioned risks could
have a material adverse effect on the Group’s business, financial condition and results of
operations.
Conversely, when the Group disposes of its projects, it may be required to give certain
representations, warranties and undertakings which, if breached, could result in liability to pay
damages. As a consequence, the Group may become involved in disputes or litigation
concerning such provisions and may be required to make payments to third parties, which may
have a material adverse effect on the Group’s business, financial condition and results of
operations
Moreover, if the Group’s properties are subjected to legal claims by third parties and no
resolution or agreement is reached, these claims can delay, for significant periods of time,
planned actions of the Group. Such situations may include, for example, claims from third
parties relating to plots of land where the Group has developed and completed a real estate
asset which it then intends to sell, as well as claims from third parties relating to specific land
plots the Group needs to acquire in order to complete a particular project (for example plots
adjoining plots it owned as of the date of the delivery of this Report), which could delay the
acquisition by the Group of such plots.
The occurrence of one or several of the aforementioned risks could have a material adverse
effect on the Group’s business, financial condition and results of operations.
THE GROUP MAY BE EXPOSED TO CERTAIN ENVIRONMENTAL LIABILITIES AND
COMPLIANCE COSTS
The Group is subject to environmental laws in CEE and SEE, pursuant to which it is required to
conduct remedial action on sites contaminated with hazardous or toxic substances. Such laws
often impose liability without regard to whether the owner of such site knew of, or was
responsible for, the presence of such contaminating substances. In such circumstances, the
owner’s liability is generally not limited under such laws, and the costs of any required removal,
investigation or remediation can be substantial. The presence of such substances on any of the
Group’s properties, or the liability for the failure to remedy contamination from such substances,
could adversely affect the Group’s ability to sell or let such property or to borrow funds using
such property as collateral. In addition, the presence of hazardous or toxic substances on a
property may prevent, delay or restrict the development or redevelopment of such property,
which could have a material adverse effect on the Group’s business, financial condition and
results of operations.
35
THE GROUPS INSURANCE MAY BE INADEQUATE
The Group’s insurance policies may not cover it for all losses that may be suffered by the Group
in the conduct of its business, and certain types of insurance are not available on commercially
reasonable terms or at all.
As a result, the Group’s insurance may not fully compensate it for losses associated with
damage to its real estate properties. In addition, there are certain types of risks, generally of a
catastrophic nature, such as floods, hurricanes, terrorism or acts of war that may be uninsurable
or that are not economically insurable. Other factors may also result in insurance proceeds
being insufficient to repair or replace a property if it is damaged or destroyed, such as inflation,
changes in building codes and ordinances and environmental considerations. The Group may
incur significant losses or damage to its properties or business for which it may not be
compensated fully or at all. As a result, the Group may not have sufficient coverage against all
losses that it may experience. Should an uninsured loss or a loss in excess of insured limits
occur, the Group may lose capital invested in the affected developments as well as anticipated
future revenues from such project. In addition, the Group may be liable to repair damage caused
by uninsured risks. The Group could also remain liable for any debt or other financial obligation
related to such damaged property. No assurance can be given that material losses in excess
of insurance coverage limits will not occur in the future. Any uninsured losses or losses in
excess of insured limits could have a material adverse effect on the Group’s business, financial
condition and results of operations.
THE GROUP'S LEVERAGE AND DEBT SERVICE OBLIGATIONS ARE MATERIAL AND
MAY INCREASE, ADVERSELY AFFECTING ITS BUSINESS, FINANCIAL CONDITION, OR
RESULTS OF OPERATIONS
As of the date of this Report, the Group is leveraged and has significant debt service obligations.
In addition, the Group may incur additional indebtedness in the future. The incurrence of
additional indebtedness would increase the leverage-related risks described in this Report and
may have a material adverse effect on the Group’s business, financial condition and results of
operations. The Group’s leverage could have material consequences for investors, including,
but not limited to, the following:
increasing vulnerability to and simultaneously reducing flexibility to respond to
downturns in the Group’s business or general adverse economic and industry
conditions, including adverse economic conditions in the jurisdictions in which the Group
operates;
limiting the Group’s ability to obtain additional financing to fund future operations, capital
expenditures, business opportunities, acquisitions and other general corporate
purposes and increasing the cost of any future borrowings;
forcing the Group to dispose of its properties in order to enable it to meet its financing
obligations, including compliance with certain covenants under loan agreements;
36
requiring the dedication of a substantial portion of the Group’s cash flows from
operations to the payment of the principal of and interest on its indebtedness, meaning
that these cash flows will not be available to fund its operations, capital expenditures,
acquisitions or other corporate purposes;
limiting the Group’s flexibility in planning for, or reacting to, changes in its business, the
competitive environment and the real estate market; and
placing the Group at a competitive disadvantage compared to its competitors that are
not as highly leveraged.
Any of these or other consequences or events could have a material adverse effect on the
Group’s ability to satisfy its obligations.
THE GROUP MAY INCUR SUBSTANTIAL LOSSES IF IT FAILS TO MEET THE
OBLIGATIONS AND REQUIREMENTS OF ITS DEBT FINANCING AND, FURTHERMORE,
THE RESTRICTIONS IMPOSED BY ITS DEBT FINANCING MAY PREVENT IT FROM
SELLING ITS PROJECTS
In order to secure its loans, the Group has in the past and/or may in the future mortgage its
assets, pledge participation interests in its subsidiaries, enter into guarantees and covenant to
its creditors that it would not establish any further mortgages or pledges on its present and/or
future assets without their consent (negative pledges provisions). In addition, the Group’s loans
contain restrictions on its ability to dispose of certain key assets, which in turn may be required
in order to satisfy certain financial covenants. The Group could fail to make principal and/or
interest payments due under the Group’s loans or breach any of the covenants included in the
loan agreements to which the Group has entered. In some cases, the Group may breach these
covenants due to circumstances which may be beyond the control of the Group. These may
include requirements to meet certain loan-to-value ratio, debt service coverage and working
capital requirements. A breach of such covenants by the Group could result in the forfeiture of
its mortgaged assets, the acceleration of its payment obligations, the acceleration of payment
guarantees, trigger cross-default clauses or make future borrowing difficult or impossible. In
these circumstances, the Group could also be forced in the long term to sell some of its assets
to meet its loan obligations or the completion of its affected projects could be delayed or
curtailed.
Any of the events described above could have a material adverse effect on the Group’s
business, financial condition and results of operations.
THE GROUP MIGHT BE UNABLE TO RENEW OR REFINANCE LOANS OR OTHER DEBT
AS THEY MATURE OR MIGHT BE ABLE TO RENEW OR REFINANCE SUCH LOANS OR
DEBT ONLY ON LESS FAVORABLE TERMS
All of the Group’s real estate developments have been financed through loans, which have been
provided for a limited term. The Group may not be able to renew or refinance the remaining
obligations in part or at all or may have to accept less favourable terms in respect of such
refinancing. If the Group is unable to renew a loan or secure refinancing, the Group could be
forced to sell one or more of its office properties in order to procure the necessary liquidity.
37
Additionally, if the Group is not able to renew certain loans, those properties which are financed
through loans will become low leveraged and, as a consequence, will not be able to generate
the expected returns on equity. Any combination of the above would have material adverse
effects on the Group’s business, cash flows, financial condition and results of operations.
THE GROUP IS EXPOSED TO FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE
RATES
The Group’s financial statements are expressed in Euro and the Group's functional currency is
the Euro. Moreover, the majority of the Group’s revenues, specifically rent revenues, are
expressed in Euro. However, certain of the Group’s costs, such as certain construction costs,
labour costs and remuneration for certain general contractors, are incurred in the currencies of
the geographical markets in which the Group operates, including Polish zloty, Bulgarian leva,
Croatian kuna, Hungarian forint, Romanian lei or Serbian dinar.
In making assumptions regarding the levels of equity required to implement its strategic
objectives, the Group used Euro as the reference currency. Additionally, the majority of the
investments that the Group plans to make as part of its business strategy are expressed in
Euro. Therefore, no assurance can be given that the proceeds derived and expressed in Polish
zloty will suffice to meet the investment requirements of the Group’s proposed acquisitions.
While the Group may engage in currency hedging in an attempt to reduce the impact of currency
fluctuations and the volatility of returns that may result from its exposure by, among other things,
entering into derivatives transactions, obtaining debt financing denominated in Euro, as well as
concluding agreements with contractors specifying remuneration expressed in Euro, there can
be no assurance that such hedging will be fully effective or beneficial.
Moreover, given the fact that certain contractors of the Group engage in hedging arrangements
with respect to their remuneration on the basis of, among other things, construction contracts,
their flexibility to postpone certain phases of construction may be limited and may result in their
financial distress. In addition, given that payments under most of the Group’s commercial leases
are expressed as the local currency equivalent of a Euro-denominated amount, some of the
Group’s tenants, specifically those leasing retail space, may face difficulties in meeting their
payment obligations under such leases as they derive revenues in their respective local
currencies. Consequently, any future material appreciation of the local currencies against the
Euro could significantly decrease the Group’s income in terms of the local currencies and could
have a material adverse effect on the Group’s business, financial condition and results of
operations.
THE GROUP IS SUBJECT TO INTEREST RATE RISK
The Group currently has and intends to incur certain indebtedness under existing debt facilities
which is subject to variable interest rates. Interest rates are highly sensitive to many factors,
including government monetary policies and domestic and international economic and political
conditions, as well as other factors beyond the Group’s control. The Group’s exposure to
interest risk and the extent to which the Group attempts to hedge such exposure vary
significantly between the geographical markets in which the Group operates, but any changes
in the relevant interest rates may increase the Group’s costs of borrowing in relation to existing
38
loans, thus impacting its profitability. The need to hedge interest rate risk is reviewed by the
Group on a case by case basis, except for those projects in which the lenders require it to hedge
the relevant interest rate risk. Changes in interest rates may have a material adverse effect on
the Group’s business, financial condition, results of operations.
THE GROUP’S BUSINESS IS CAPITAL INTENSIVE, AND ADDITIONAL FINANCING MAY
NOT BE AVAILABLE ON FAVOURABLE TERMS, ON A TIMELY BASIS OR AT ALL
The Group requires substantial up-front expenditures for land acquisition, development
construction and design costs. As a result, the Group requires substantial amounts of cash and
construction financing from banks for its operations. The Group’s capital needs depend on many
factors, in particular on market conditions, which are beyond the Group’s control. Should its
capital needs differ significantly from those currently planned, the Group might require additional
financing. In the case of difficulties in obtaining additional financing, the scale of the Group’s
growth and the pace of achievement of certain strategic objectives can be slower than originally
assumed. It is not certain whether the Group will be able to obtain the required financing if
needed or if such funds will be provided on conditions favourable to the Group.
In addition, construction loan agreements generally permit the drawdown of the loan funds
against the achievement of predetermined construction and space leasing milestones or the
sale of a specific number of flats. If the Group fails to achieve these milestones, the availability
of the loan funds may be delayed, thereby causing a further delay in the construction schedule.
Restrictions of or delays in the access to sources of external financing and conditions of such
financing that are less favourable than assumed can have a material adverse effect on the
Group’s business, financial condition and results of operations.
POLITICAL, ECONOMIC, AND LEGAL RISKS ASSOCIATED WITH COUNTRIES IN
EMERGING MARKETS, INCLUDING CEE AND SEE COUNTRIES
Investors in emerging and developing markets such as the regions of CEE and SEE, in which
the Group operates, should be aware that these markets are subject to greater legal, economic,
fiscal and political risks than mature markets and are subject to rapid and sometimes
unpredictable change. As a result, investing in the securities of issuers with substantial
operations in emerging or developing markets generally involves a higher degree of risk than
investing in the securities of issuers with substantial operations in the countries of Western
Europe or other similar jurisdictions.
For year ended 31 December 2021, all of the Group’s revenues were sourced from its
operations in CEE and SEE countries, particularly Poland (37%), Hungary (20%), Serbia (19%),
Romania (9%), Croatia (8%) and Bulgaria (7%). These markets are subject to greater risk than
more developed markets. CEE and SEE countries still present various risks to investors, such
as instability or changes in national or local government authorities, land expropriation, changes
in taxation legislation or regulation, changes to business practices or customs, changes to laws
and regulations relating to currency repatriation and limitations on the level of foreign investment
39
or development. In particular, the Group is affected by rules and regulations regarding foreign
ownership of real estate and personal property. Such rules may change quickly and significantly
and, as a result, impact the Group’s ownership and may cause it to lose property or assets
without legal recourse.
Furthermore, some countries in which the Group operates (such as Serbia) may regulate or
require governmental approval for the repatriation of investment income, capital or the proceeds
of sales of securities by foreign investors. In addition, if there is a deterioration in a country’s
balance of payments or for other reasons, a country may impose temporary restrictions on
foreign capital remittances abroad. Any such restrictions may adversely affect the Group’s
ability to repatriate investment loans or to remit dividends. Some CEE and SEE countries, have
experienced substantial, and in some periods extremely high, rates of inflation for many years.
Inflation and rapid fluctuations in inflation rates have had and may continue to have negative
effects on the economies and securities markets of certain emerging countries.
In addition, adverse political or economic developments in the countries in which the Group
operates and/or neighbouring countries could have a significant negative impact on, among
other things, gross domestic product, foreign trade or economies in general of individual
countries. The countries and the region in which the Group operates have experienced and
may still be subject to potential political instability caused by changes in governments, political
deadlock in the legislative process, tension and conflict between federal and regional
authorities, corruption among government officials and social and ethnic unrest. For example,
the armed conflict in the territory of Ukraine and uncertainties regarding the relationship of the
CEE and SEE countries with Russia may affect the attitude of investors towards the regional
real estate market and their willingness to invest in the countries neighbouring with Ukraine and
Russia, where the Group operates.
Additionally, the governments of the developing countries in the CEE and SEE region may not
have sufficient resources necessary to provide fiscal stimuli in response to the economic
downturn caused by the outbreak of the COVID-19 pandemic on par with the levels
implemented in more mature economies, which may delay or hinder any economic recovery
following the impact of the COVID-19 pandemic.
The materialisation of any of the foregoing risks would have a material adverse effect on the
Group’s business, financial condition and results of operations.
THE LOCATIONS OF THE GROUP’S PROPERTIES ARE EXPOSED TO REGIONAL RISKS
AND COULD LOSE SOME OF THEIR APPEAL
The locations of each of the properties are influenced by macro-economic developments in the
regions in which the Group operates, as well as being subject to specific local conditions in a
given regional market. The Group’s real estate portfolio focuses on commercial premises, which
significantly exposes the Group to negative developments in those segments of the real estate
market in the countries where the Group operates, including intensified competition or increased
saturation.
Insolvencies, close-downs or moves of large companies or companies from individual or several
sectors as a consequence of adverse developments or for other reasons could have a negative
40
effect on the economic development of the location in question and, consequently, on the
Group’s portfolio as a whole. The Group has no control over such factors. Negative economic
developments at one or more of the locations could reduce the Group’s rental income or result
in a loss of rent, which stem from a number of tenants being unable to pay their rent in full or in
part, as well as cause a decline in the market value of the Group’s properties, which may have
a material adverse effect on the Group’s business, financial condition and results of operations.
UNLAWFUL, SELECTIVE, OR ARBITRARY GOVERNMENT ACTIONS MAY IMPACT THE
GROUP’S ABILITY TO SECURE THE AGREEMENTS, CONTRACTS, AND PERMITS
REQUIRED FOR IT TO DEVELOP ITS PROJECTS
Government authorities in the countries in which the Group operates have a high degree of
discretion and may not be subject to supervision by other authorities, requirements to provide
a hearing or prior notice or public scrutiny. Therefore, government authorities may exercise their
discretion arbitrarily or selectively or in an unlawful manner and may be influenced by political
or commercial considerations. The Group has faced administrative decisions in the past which
forced it to unexpectedly change its investment plans (including limiting the scale of a project).
Such discretion may have a material adverse effect on the Group’s business, financial condition
and results of operations.
THE LAND AND MORTGAGE REGISTRY SYSTEMS IN CERTAIN OF THE CEE AND SEE
JURISDICTIONS ARE OPAQUE AND INEFFICIENT, AND THE GROUPS PROPERTIES
MAY BE SUBJECT TO RESTITUTION CLAIMS
The land and mortgage registry systems in certain of the CEE and SEE jurisdictions are non-
transparent and inefficient, which may result in delays in the land acquisition process and the
registration of many plots into one consolidated plot, which is a requirement before certain
projects can be developed. This inefficiency could have a material adverse effect on the
business, cash flows, financial condition and results of operations of the Group.
Moreover, the Group may be exposed to the inherent risk related to investing in real estate
situated in CEE and SEE countries resulting from the unregulated legal status of some of such
real properties. Following the introduction of nationalisation in certain CEE and SEE
jurisdictions, including Poland and Hungary, during the post-war years, many privately-owned
properties and businesses were taken over by such states. In many cases, the requisition of
the property took place in contravention of prevailing laws. After the CEE and SEE countries
moved to a market economy system in 1989-1990, many former property owners or their legal
successors took steps to recover the properties or businesses lost after the war or to obtain
compensation. For many years, efforts have been made to regulate the issue of restitution
claims in Poland. Despite several attempts, no act regulating the restitution process has been
passed in Poland. Under the current law, former owners of properties or their legal successors
may file applications with the authorities for the administrative decisions under which the
properties were taken away from them to be revoked. As of the date of the Report, there are no
proceedings underway seeking the invalidation of administrative decisions issued by the
authorities concerning properties held by the Group. There is no guarantee, however, that
restitution claims may not be brought against the Group in the future, and this could have a
material adverse effect on the Group’s business, financial condition and results of operations.
41
THE GROUP’S CLAIMS TO THE TITLES TO INVESTMENT AND DEVELOPMENT
PROPERTIES MAY BE SUBJECT TO CHALLENGE IN CERTAIN CASES, AND PERMITS
IN RELATION TO SUCH PROPERTIES MAY HAVE BEEN OBTAINED IN BREACH OF
APPLICABLE LAWS
It may be difficult or, in certain cases, impossible for the Group to establish with certainty that
title to a property has been vested in a relevant Group company due to the fact that real estate
laws in Poland and other jurisdictions in which the Group operates are complicated and often
ambiguous and/or contradictory and the relevant registries may not be reliable. For example,
under the laws of Poland, transactions involving real estate may be challenged on many
grounds, including where the seller or assignor to a given property did not have the right to
dispose of such property, for a breach of the corporate approval requirements by a counterparty
or a failure to register the transfer of a title in an official register, when required. Also, even if a
title to real property is registered, it may still be contested. Therefore, there can be no assurance
that the Group’s claim to a title would be upheld if challenged. Further, it is possible that permits,
authorisations, re-zoning approvals or other similar decisions may have been obtained in
breach of applicable laws or regulations. Such matters would be susceptible to subsequent
challenge. Similar issues may arise in the context of compliance with privatisation procedures
and auctions related to the acquisition of land leases and development rights. It may be difficult,
or impossible, to monitor, assess or verify these concerns. If any of these permits,
authorisations, re-zoning approvals or other similar requirements were to be challenged, this
may have a material adverse effect on the Group’s business, financial condition and results of
operations.
THERE MAY BE POTENTIAL CONFLICT OF INTEREST BETWEEN THE GROUP AND THE
GROUP’S CONTROLLING SHAREHOLDER
As of the date of this Report, GTC Dutch Holdings B.V. ("GTC Dutch"), which is fully owned by
GTC Holding Zártkörüen Müködö Részvénytársaság, is GTC S.A.’s majority shareholder. GTC
Holding Zártkörüen Müködö Részvénytársaság, is fully owned by Optimum Ventures Private
Equity Funds which are managed by Optima Investment Fund Management Zrt ("Optima").
As of the date of this Report, Optima representatives constitute the majority of the supervisory
board and may thus control the appointment of the management board. Consequently, Optima
may influence the decision making process for the Group. Accordingly, in considering any
investment, business and operational matters of the Group and the most appropriate uses for
the Group's available cash, the interests of Optima may not be aligned with the interests of the
Group or of its other stakeholders.
Moreover, Optima operates in the same market as the Group and they may compete over
investments that the Group may be interested in. Any such conflicts of interest may have an
adverse effect on the Group’s business, financial condition and results of operations.
Furthermore, as in the case of any significant shareholder, all of the shares of the Group may
be offered for sale without any restrictions and there can be no assurance as to whether or not
42
they will be sold on the market and at which price. Such sale, or new issuance of shares, may
adversely affect the price of the Group's share in the market, or an offering of the Company’s
shares, if any.
THE RELATED-PARTY TRANSACTIONS CARRIED OUT BY THE GROUP COMPANIES
COULD BE QUESTIONED BY THE TAX AUTHORITIES
The Group has carried out transactions with related parties. When concluding and performing
related party transactions, the Group seeks to ensure that such transactions (i) comply with the
applicable transfer pricing regulations and (ii) are completed following the issue of a fairness
opinion. However, due to the specific nature of related-party transactions, the complexity and
ambiguity of legal regulations governing the methods of examining the prices applied, as well
as the difficulties in identifying comparable transactions for reference purposes, no assurance
can be given that specific Group companies will not be subject to inspections or other
investigative activities undertaken by tax authorities or fiscal control authorities. Should the
methods of determining arm’s-length terms for the purpose of the above transactions be
challenged, this may have a material adverse effect on the business, financial condition and
results of operations of the Group companies.
4. Presentation of the Group
4.1 General information about the Group
The GTC Group is an experienced, established, and fully integrated real estate company
operating in the CEE and SEE region with a primary focus on Poland and Hungary and capital
cities in the CEE and SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where it
directly manages, acquires and develops primarily high-quality office and retail real estate
assets in prime locations. The Company is listed on the Warsaw Stock Exchange and listed
on the Johannesburg Stock Exchange. The Group operates a fully-integrated asset
management platform and is represented by local teams in each of its core markets.
As of 31 December 2021, the book value of the Group’s total property portfolio was
€2,542,334. The breakdown of the Group's property portfolio is as follows:
54 completed commercial buildings, including 48 office buildings and 6 retail
properties with a total combined commercial space of approximately 854 thousand
sq m of GLA, an occupancy rate at 90% and a book value of €2,196,742 (including
11 assets held for sale) which accounts for 86% of the Group's total property
portfolio;
three office buildings under construction with a total GLA of approximately 54
thousand sq m and a book value of €132,410, which accounts for 5% of the Group's
total property portfolio;
43
investment landbank intended for future development (including part of land in
Croatia held for sale in amount 1,352) with the book value of €141,195, which
accounts for 6% of the Group's total property portfolio;
residential landbank, including assets held for sale account for €28,733 which
accounts for 1% of the Group's total property portfolio; and
right of use of lands under perpetual usufruct, including assets hale for sale with
value of €43,254 which accounts for 2% of the Group's total property portfolio.
The Group’s headquarters are located in Warsaw, at Komitetu Obrony Robotników 45A.
4.2 Main events of 2021
The COVID-19 pandemic has triggered a wave of substantial adverse effects on the global
economy. The lockdowns brought a large part of the world’s economic activity to an
unparalleled standstill: consumers stayed home, companies lost revenue, and terminated
employees which, consequently, led to a rise in unemployment. Rescue packages by
national governments and the EU, as well as supporting monetary policies by the European
Central Bank have been implemented to moderate the economic impact of the pandemic.
During 2020 and 2021, the economic disruptions caused by the COVID-19 virus and the
increased market uncertainty combined with increased volatility in the financial markets led to
a decrease in rental revenues, a decrease in the Company assets’ values, as well as impacted
on the Company’s compliance with financial covenants. (see item 5.2 in this Report and note
38 in the consolidated financial statements for the year ended 31 December 2021).
CORPORATE EVENTS
In April 2021, the Group commencement of construction of GTC X, an office building in
Belgrade.
On 29 June 2021, the Annual General Meeting adopted a resolution regarding the capital
increase of up to 20% of the existing share capital. As per the Annual General Meeting
authorization, the Management launched the capital increase via the accelerated book building
in December 2021. The subscription agreements with the shareholders participating in the
offer of O series bearer shares were signed on 20-21 December 2021. As a result the
Company issued 88,700,000 series O bearer shares. The capital increase and new Articles of
Association were registered by the National Court Register on 4 January 2022 and the funds
were transferred to the Company’s account in January 2022. The O series bearer shares were
admitted to trading on the respective stock exchange on 26 January 2022.
On 29 June 2021, Powszechne Towarzystwo Emerytalne PZU SA, with its registered seat in
Warsaw, acting on behalf of Otwarty Fundusz Emerytalny PZU “Złota Jesień”, has re-
appointed Ryszard Wawryniewicz to the Company’s supervisory board for a new 3-years term,
effective 29 June 2021.
44
On 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to terminate
his appointment as a member to the management board of the Company and other
subsidiaries of the Company. The resignation was approved by the supervisory board on 28
October 2021.
On 13 December 2021, the supervisory board of the Company appointed Pedja Petronijevic
to the management board of the Company (Chief Development Officer) effective as of 15
January 2022 and János Gárdai to the management board of the Company (Chief Operating
Officer) effective as of 1 February 2022.
On 30 December 2021 Otwarty Fundusz Emerytalny PZU „Złota Jesień” represented by
Powszechne Towarzystwo Emerytalne PZU S.A. dismisses Ryszard Wawryniewicz and
appoints Daniel Obajtek as a member of the supervisory board of the Company for a three-
year term in office, starting as of 30 December 2021.
ACQUISITIONS
On 11 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, signed a sale purchase agreement to acquire a Napred company
in Belgrade, holding a land plot of 19,537 sq m for a consideration of 33,800 from Groton
Global Corp. The site has potential office development of ca 79,000 sq m. The transaction was
completed on 11 February 2022.
On 30 April 2021, Globe Office Investments Kft., an indirect wholly-owned subsidiary of the
Company, acquired from a company related to the majority shareholder of the Company a
15,700 sq m Class A office building on Váci corridor (Váci Green D) in Budapest for a
consideration of 51,000. The transaction was partially financed by a bank facility in the
amount of 25,000.
On 12 May 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, acquired 100% holding of Winmark Ingatlanfejlesztő Kft
(“Winmark”), which owns the Ericsson Headquarter office building and the evosoft Hungary
Headquarter (Siemens Group) office building, two class A office buildings in Budapest from
WING Real Estate Group for a consideration of 160,300, which was financed partially by a
bank facility in the amount of 80,000.
On 1 June 2021, GOC EAD, a wholly-owned subsidiary of the Company, acquired a land plot
in Sofia with an area of 2,417 sq m for a total amount of 4,700. The Group plans to develop
an office building in Sofia, Bulgaria with a leasable area of 9,200 sq m.
On 30 June 2021, GTC HBK Project Kft., an indirect wholly-owned subsidiary of the Company,
acquired from a company related to the majority shareholder of the Company a 6,400 sq m
mixed-used retail and office asset in Budapest for the total consideration of €21,000. The
acquisition was partially financed by a bank facility in the amount of 10,800.
On 30 June 2021, GTC VI188 Property Kft., an indirect wholly-owned subsidiary of the
Company, acquired from a company related to the majority shareholder of the Company a
45
15,000 sq m Class A office building in Budapest for a consideration of 31,200. The acquisition
was partially financed by a bank facility in the amount of 16,200.
On 22 July 2021, GTC FOD Kft, an indirect wholly-owned subsidiary of the Company, acquired
from a company related to the majority shareholder of the Company a 24,000 sq m Class A
Office Building in Debrecen, the second-largest city in Hungary, for a consideration of 46,700.
On 21 September 2021, GTC KLZ 7-10 Kft., an indirect wholly owned subsidiary of the
Company, acquired from an investment fund related to the majority shareholder of the
Company a land plot of 3,750 sq m for the total consideration of 12,800. The site has potential
residential development ca. 17,000 sq m.
On 21 September 2021, GTC Origine Investments Pltd., a wholly owned subsidiary of the
Company, acquired 100% holding of G-Delta Adrssy Kft. from an investment fund related to
the majority shareholder of the Company, which owns an existing office building for a future
refurbishment with a GLA of 3,600 sq m for a consideration of 10,800. The office building is
located in the CBD of Budapest.
DISPOSALS
On 21 May 2021, GTC and GTC Hungary Real Estate Development Company Pltd signed a
sale and purchase agreement, concerning the sale of the entire share capital of Serbian
subsidiaries: Atlas Centar d.o.o. Beograd (“Atlas Centar”), Demo Invest d.o.o. Novi Beograd
(“Demo Invest”), GTC BBC d.o.o. (“BBC”), GTC Business Park d.o.o. Beograd (“Business
Park”), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd (“GTC MRN”) and Commercial
and Residential Ventures d.o.o. Beograd (“CRV”). The purchase price under the Agreement
shall be calculated on an enterprise value basis, based on a property value of aggregate
267,600. The transaction was successfully closed on 12 January 2022. Group has received
an amount of 134,400 net proceeds before tax.
On 9 September 2021, Europort Investments (Cyprus) 1 Limited, a wholly-owned subsidiary
of the Company, sold shares of all its subsidiaries holding two land plots in Ukraine (Odessa)
for an amount of €600. Subsequently to the sale, the Company no longer has any assets or
holds any entities in Ukraine.
On 2 December 2021, GTC Seven Gardens d.o.o., a wholly-owned subsidiary of the Company,
entered into a preliminary sale agreement of land plot with an area of 3,406 sqm for a total
amount of 1,400.
ISSUANCE OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES
TO BANK LOAN AGREEMENTS
On 8 January 2021, GTC Pixel and GTC Francuska signed a loan agreement with Santander
Bank Polska, which refinanced the existing loans. GTC Pixel repaid the loan in PKO BP in the
amount of 19,200 and obtained the new loan in Santander Bank Polska in the amount of
19,700. GTC Francuska repaid the loan in ING in the amount of 18,900 and obtained the
new loan in Santander Bank Polska in the amount of 19,300.
46
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company issued 10-year green bonds with a total nominal value of 53,800
denominated in HUF to finance real estate acquisitions, redevelopment, and constructions of
eligible projects. The bonds are fully, and irrevocable guaranteed by the Company and were
issued at a yield of 2.68% with an annual fixed coupon of 2.6%. The bonds are amortized 10%
a year starting on the 7th year, with 70% of the value paid at the maturity on 17 March 2031.
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, entered into cross-currency interest swap agreements with two
different banks to hedge the total green bonds liability against foreign exchange fluctuations.
The green bonds were fixed to the Euro, and the fixed annual coupon was swapped for an
average annual interest fixed rate of 0.93%.
On 18 March 2021, Erste Group Bank AG, Raiffeisenlandesbank Niederosterreich-Wien AG
and GTC Galeria CTWA Sp. z o.o., a wholly-owned subsidiary of the Company, operating
Galeria Jurajska shopping mall, signed a waiver letter, according to which the DSCR covenant
was waived until the end of September 2022 and a prepayment of €5,000 was made at the
end of March 2021.
On 1 April 2021, GTC Corius Sp. z o.o., a wholly-owned subsidiary of the Company, signed a
loan agreement prolongation with Berlin Hyp Bank for additional five years.
On 7 May 2021, GTC Sterlinga Sp. z o.o., a wholly-owned subsidiary of the Company, signed
a prolongation of the loan agreement with Pekao S.A. for additional five years.
On 8 June 2021, two rating agencies assigned a corporate family rating (“CFR”) to GTC:
Moody's Investors Service ("Moody's") Ba1 and Fitch Ratings (“Fitch”) BBB-. Outlook for
the assigned ratings is positive (Moody's) and stable (Fitch). After the issue of 500,000 fixed-
rate, senior unsecured green bonds due 2026, Moody's and Fitch assigned credit ratings for
issued bonds on the same level as CFR. Bonds were issued by GTC Aurora Luxembourg S.A.,
a wholly-owned subsidiary of the Company, and guaranteed by the Company.
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company,
issued 5-year unsecured green bonds with the total nominal value of 500,000 denominated
in EUR to primarily refinance existing secured debt on its projects whose activities meet the
eligibility criteria detailed in the GTC's Green Bond Framework, as well as for general corporate
purposes. The bonds are guaranteed by the Company and were issued at a yield of 2.375%
with an annual fixed coupon of 2.25%. The bonds are paid at the maturity on 23 June 2026.
On 29 October 2021, the Company signed the first unsecured revolving credit facility
agreement in the amount of €75,000 with a club of four different banks.
On 29 December 2021, Euro Structor d.o.o., a partially-owned subsidiary of the Company,
signed a prolongation for the existing credit facility for another five years with Zagrebačka
banka. The new prolonged loan shall bear a fixed interest of 1.9% and the outstanding amount
of 42,500 shall be paid as a balloon at the maturity date.
47
BONDS AND LOANS REPAYMENTS
On 5 March 2021, GTC S.A. repaid all bonds issued under ISIN code PLGTC0000276 (full
redemption). The original nominal value was 20,494.
On 19 March 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary of
the Company, operating Ada Mall, and Intesa Bank signed a restated loan agreement whereby
the existing loan in the amount of 58,300 was early prepaid by 31 March 2021 in the amount
of 29,000 and the margin reduced from 3.15% to 2.9%. Following the prepayment, the
outstanding loan amount shall be payable in full at maturity in 2029.
On 25 June 2021, GTC Metro Kft., a wholly-owned subsidiary of the Company, repaid the full
outstanding amount of the loan with CIB bank in the amount of €13,000.
On 30 June 2021, Centrum Światowida Sp. z o.o., a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with Bank Polska Kasa Opieki S.A.
and Commercial Bank of China (Europe) S.A. in the total amount of €174,100.
On 30 June 2021, GTC Korona S.A., a wholly-owned subsidiary of the Company, repaid the
full outstanding amount of the loan with Santander Bank Polska S.A. in the amount
of €41,600.
On 30 June 2021, GTC Matrix d.o.o., a wholly-owned subsidiary of the Company, repaid the
full outstanding amount of the loan with Erste bank in the amount of €23,500.
On 30 June 2021, Advance Business Center EAD, a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with UniCredit bank in the amount of
41,100.
On 30 June 2021, City Gate Bucharest S.R.L. and City Gate S.R.L., a wholly-owned
subsidiaries of the Company, repaid the full outstanding amount of the loan with Erste bank in
the amount of 62,000.
On 30 June 2021, Venus Commercial Center S.R.L., a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with Alpha bank in the amount of
13,800.
On 15 July 2021, Cascade Building S.R.L., a wholly-owned subsidiary of the Company, repaid
the full outstanding amount of the loan with Banca Transilvania S.A. in the total amount of
3,600.
On 31 August 2021, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, operating
Mall of Sofia, repaid the full outstanding amount of the loan with OTP Bank in the total amount
of 53,400.
On 28 September 2021, Commercial Development d.o.o. Beograd, a wholly-owned subsidiary
of the Company, operating Ada Mall, repaid the entire outstanding amount of the loan with
Intesa Bank in the total amount of 29,300.
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EVENTS THAT TOOK PLACE AFTER 31 DECEMBER 2021:
On 4 January 2022, National Court Register registered the amendment to the Company’s
articles of association regarding the increase of the Company’s share capital through the
issuance of ordinary series O bearer shares.
On 10 January 2022, the Company received notifications from GTC Holding Zrt and GTC
Dutch Holdings B.V regarding a change in the total number of votes in the Company resulting
from issue of 88,700,000 ordinary O series shares and registration of the increase in the
Company’s share capital. Before the abovementioned change, GTC Holding Zrt jointly held
320,466,380 shares in the Company, entitling to 320,466,380 votes in the Company,
representing 66% of the share capital of the Company and carried the right to 66% of the total
number of votes in the Company. After the abovementioned change, GTC Holding Zrt jointly
holds 359,528,880 shares in the Company, entitling to 359,528,880 votes in the Company,
representing 62.61% of the share capital of the Company and carrying the right to 62,61% of
the total number of votes in the Company.
On 12 January 2022Group finalized the sale of the entire share capital of Serbian subsidiaries:
Atlas Centar d.o.o. Beograd (“Atlas Centar”), Demo Invest d.o.o. Novi Beograd (“Demo
Invest”), GTC BBC d.o.o. (“BBC”), GTC Business Park d.o.o. Beograd (“Business Park”), GTC
Medjunarodni Razvoj Nekretnina d.o.o. Beograd (“GTC MRN”) and Commercial and
Residential Ventures d.o.o. Beograd (“CRV”), following the satisfaction of customary
conditions precedent.
On 21 January 2022, the management board of the Warsaw Stock Exchange (WSE) adopted
resolution regarding the admission and introduction to stock exchange trading on the main
market of the WSE of 88,700,000 ordinary bearer series O shares in the Company with a
nominal value of PLN 0.10 each, according to which the management board of the WSE stated
that the series O shares are admitted to trading on the main market and resolved to introduce
them to stock exchange trading on 26 January 2022.
On 13 January 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the
Company, acquired 100% holding of G-Zeta DBRNT Kft. from a company related to the
majority shareholder of the Company, which owns an existing office building on the Danube
riverbank with GLA of 2,540 sqm for a consideration of 7,700.
On 14 January 2022, GTC entered into a mutual employment contract termination agreement
with Mr. Yovav Carmi former President of the management board. Subsequently Mr. Carmi
resigned from his seat on the management board of the Company and other subsidiaries.
On 28 January 2022, Mr. Gyula Nagy resigned from his seat on the management board of the
Company.
On 4 February 2022, GTC Origine Investments Pltd, a wholly-owned subsidiary of the
Company, acquired 100% holding of G-Epsilon PSZTSZR Kft. from a company related to the
majority shareholder of the Company, which owns a land plot of 25,330 sqm in Budapest with
existing six old buildings for a consideration of 9,900. The Group plans to refurbish the
existing buildings and provide a 14,000 sq m new green certified Class A office campus.
49
On 11 February 2022, GTC Origine Investments Pltd., a wholly-owned subsidiary of the
Company, acquired from Groton Global Corp a Napred company in Belgrade holding a land
plot of 19,537 sqm for a consideration of EUR 33.8 million (see details in Item 4.2 Main events
of 2021).
On 19 February 2022, the Company received notification from GTC Dutch Holdings B.V. with
its registered office in Amsterdam, the Netherlands (the “Seller”, GTC Dutch) and Icona
Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central
European Investments with its registered office in Luxembourg, Grand Duchy of Luxembourg
(the “Buyer”. “Icona) that the Seller and the Buyer entered into a preliminary share purchase
agreement relating to the acquisition by the Buyer from the Seller of 15.7% of the shares in the
Company. However, pursuant to the notification, the Buyer and the Seller agreed that the
sharholders’ agreement will constitute an acting in concert agreement within the meaning of
Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 on
Public Offerings and the Conditions for the Introduction of Financial Instruments to the
Organised Trading System and Public Companies (the “Act on Public Offering”) on joint policy
towards the Company and exercising of voting rights on selected matters in an agreed manner.
Also, pursuant to the assignment agreement, the Buyer will, among others, transfer to the
Seller its voting rights attached to the Shares and grant the power of attorney to exercise voting
rights attached to the shares. The assignment agreement expires in case either call or put
option under the call and put option agreement is exercised and/or in case of a material default
under the transaction documentation (“Transation”). On 1 March 2022, the company received
notification that the Transaction was completed, and the Buyer acquired 15.7% of the shares
in the Company.
As a result of execution of the Transaction, Icona holds 90,176,000 ordinary bearer shares in
the Company which constitute 15.7% of total votes at GTC's general meeting, with reservations
that (i) all the Buyer’s Voting Rights (as defined below) were transferred to the Seller and that
(ii) Buyer granted the Power of Attorney to Icona Voting Rights to the Seller.
As a result of execution of the Transaction GTC Holding rtkörüen Müködö Részvénytársaság
(“GTC Holding Zrt”) holds jointly 269,352,880 shares of the Company, entitling to 269,352,880
votes in the Company, representing 46.9% of the share capital of the Company and carrying
the right to 46.9% of the total number of votes in the Company, including:
directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the
Company, representing 3.8% of the share capital of the Company and carrying the right
to 3.8% of the total number of votes in the Company; and
indirectly (i.e. through GTC Dutch) holds 247,461,591 shares of the Company, entitling
to 247,461,591 votes in the Company, representing 43.1% of the share capital of the
Company and carrying the right to 43.1% of the total number of votes in the Company.
In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch, the Icona’s Voting
Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to 15.7% of the
total number of votes in the Company.
50
Since 1 March 2022, GTC Holding Zrt, GTC Dutch and Icona are acting in concert based on
the agreement concerning joint policy towards the Company and exercising of voting rights on
selected matters at the general meeting of the Company in an agreed manner.
On 11 March 2022, Mr. Zoltán Fekete resigned from his seat on the supervisory board of the
Company The resignation is effective immediately.
On 11 March 2022, GTC Dutch Holdings B.V. appoints Mr. Gyula Nagy as member of the
supervisory board of the Company, effective immediately.
On 17 March 2022, the supervisory board of the Company appointed Mr. Zoltán Fekete to the
management board of the Company as the President of the management board.
IMPACT OF THE SITUATION IN UKRAINE ON GTC GROUP
On 24 February 2022, Russian forces entered Ukraine and military conflict ensued. At the time
this report and financial statements were prepared the extent of the conflict and its longer-term
impact are unknown. The conflict caused immediate volatility in global stock markets and
uncertainties are anticipated in relation to the cost and availability of energy and natural
resources, particularly within Europe. Significant economic sanctions have been imposed
against Russia by the European Union. The direct impact on the real estate markets where the
Company operates is yet unknown. At this stage, there is no evidence that transaction activity
within the Markets that the Company operates and the sentiment of buyers or sellers has
changed.
4.3 Structure of the Group
The structure of Globe Trade Centre S.A. Capital Group as of 31 December 2021 is presented
in the consolidated financial statements for the year ended 31 December 2021 in Note 8
“Investment in subsidiaries.”
The following changes in the structure of the Group occurred in the year ended 31 December
2021:
sale of Europort Ukraine Holdings,
sale of Europort Ukraine LLC,
sale of Europort Project Ukraine 1 LLC,
liquidation of Fajos S.R.L.,
liquidation of Beaufort Invest S.R.L.,
liquidation of Glorine Investments Sp. z o.o.,
liquidation of Glorine Investments Sp. z o.o. SKA,
51
GTC Konstancja is under liquidation,
acquisition of GTC Investments Sp. z o.o. (previously Halsey Investments Sp. z o.o.),
acquisition of GTC Univerzum Projekt Kft. (previously Winmark Kft.),
acquisition of G-Delta Adrssy Kft.,
establishment of wholly-owned subsidiary - Office Planet Kft.,
establishment of wholly-owned subsidiary - GTC Origine Investments Pltd.,
establishment of wholly-owned subsidiary - GTC HBK Project Kft.,
establishment of wholly-owned subsidiary - GTC VI188 Property Kft.,
establishment of wholly-owned subsidiary - GTC FOD Property Kft.,
establishment of wholly-owned subsidiary - GOC EAD,
establishment of wholly-owned subsidiary - GTC Aurora Luxembourg S.A.,
establishment of wholly-owned subsidiary - GTC KLZ 7-10 Kft.,
Companies which GTC S.A. holds 100% through Office Planet Kft., a fully owned by
GTC S.A. and holding 70% of:
o GTC BBC d.o.o.,
o Atlas Centar d.o.o. Beograd,
o Demo Invest d.o.o. Novi Beograd,
o GTC Business Park d.o.o. Beograd,
o GTC Medj Razvoj Nekretnina d.o.o. Beograd.
4.4 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.
During 2021, the following changes in the composition of the management board took place:
on 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to
terminate his appointment as a member to the management board of the Company and
other subsidiaries of the Company. The resignation was approved by the supervisory
board on 28 October 2021 (see current report no 16/2021 and 17/2021);
52
on 13 December 2021, the supervisory board of the Company appointed Pedja
Petronijevic to the management board of the Company (Chief Development Officer)
effective as of 15 January 2022 and János Gárdai to the management board of the
Company (Chief Operating Officer) effective as of 1 February 2022. (see current report
no 18/2021).
Additionally, in 2022, further changes in the composition of the management board took place:
on 14 January 2022, GTC entered into a mutual employment contract termination
agreement with Mr. Yovav Carmi former President of the management board.
Subsequently Mr. Carmi resigned from his seat on the management board of the
Company and other subsidiaries The resignation is effective immediately (see current
report no 7/2022);
on 28 January 2022, Mr. Gyula Nagy resigned from his seat on the management board
of the Company. The resignation is effective immediately (see current report no
11/2022);
on 17 March 2022, the supervisory board of the Company appointed Mr. Zoltán Fekete
to the management board of the Company as the President of the management board
(see current report no 21/2022).
4.5 The Group’s Strategy
The Group's objective is to create value from an active management of a growing
commercial real estate portfolio, supplemented by acquisitions and selected development
activities; and
The Group aims to create and maximize shareholder value by continually adapting to
changes in the markets in which it operates while maintaining the maximum performance of
its core portfolio of assets, always taking into consideration the Group's prudent financing
policy.
The Group implements the following elements, among others, to achieve its strategic
objectives:
Achievement of continued portfolio and platform growth
One of the Group's primary strategic goals is the continued increase of the income-generating
portfolio through acquisition of yielding properties, while completing prime development
projects on already-owned or acquired land plots. Also, to have value-add acquisitions that
provide tangible potential through re-letting, improvement in occupancy and rental upside as
well as the realization of redevelopment potential. The Group will continue to convert ongoing
development projects and land reserves into income-generating properties and the sale of non-
core assets to unlock equity for new investments and acquisitions and increase the return on
invested equity. The Group intends to develop its pipeline in accordance with its environmental
and sustainability principles. The Group will carefully consider and evaluate attractive
investment opportunities, which meet the investment criteria of the Group while taking into
53
consideration the prevailing market yields and the Group's investment criteria targets. The
Group is well-positioned to benefit from (i) the exceptionally high yield spread in the current
low-interest rate environment, allowing for highly accretive growth, (ii) the future growth
potential in Poland, and capital cities in the Group’s countries of operation if the macro
environment improves, (iii) a selective approach by lenders that operate in the region, which
limits competition from other potential purchasers, and limited offer of high-class office and
retail space in some markets, which results in increased demand for renting space in "Class
A" properties. The Group's acquisition strategy includes the acquisition of income generating
office and retail assets located in Warsaw or regional cities in Poland or the capital cities of
European countries that have cash generation ability (upon acquisition or shortly after) and
demonstrate the potential for growth of net operating income, through re-leasing, optimizing
occupancy, rental rates, and/or redevelopment and the potential to increase return on equity
through active asset management.
Optimisation of operating and financial performance
The Group is committed to improving the efficiency of asset management activities and
maximizing operating performance. This is achieved through active management of the
income-generating property portfolio to achieve and maintain cost efficiency, to improve rental
income and occupancy, and to diversify tenant risk by retaining a high-quality tenant base. The
Group's financial management strategies include further optimizing administrative and platform
costs through organizational streamlining and optimization of costs of finance through
deleveraging, planning and resource allocation, and through continuous refinancing at
improved terms to increase the recurring return on equity, always taking into consideration the
Group's prudent financing policy.
Strategic disposal of mature assets
The Group may sell certain of its mature assets from its portfolio (i.e., completed commercial
properties that generate a stable flow of rental income and have reached their long-term value
in the Group's view). Moreover, following the acquisition of existing income-generating
properties and increasing their value, the Group may also sell such properties. In furtherance
of this strategic objective, and based on the prevailing market conditions and Group’s strict
criteria, the Group in 2021 signed preliminary sale agreement and sold in Q1 2022 the office
portfolio located in Belgrade, Serbia including 11 office buildings above their book value.
Continued successful project delivery
The Group is committed to developing high-quality commercial projects, with focus on the
delivery of major projects in the next two to three years. The Group’s goal is to continue to
build track record of delivery of projects (a) on time, (b) on budget and (c) at a quality that
meets tenants’ demand and also continue to adhere to all relevant environmental aspects and
standards in the construction of developments (for example, continuing to develop Leadership
in Energy and Environmental Design ("LEED") certified buildings). The Group is a real estate
investor and developer and adjusts its development activities to market conditions. The
management board believes that this approach allows the Group to better respond to the
changing conditions of the real estate market and focus on more active and efficient asset
management of its existing as well as its expanding portfolio.
The development of projects, which at the date of the Report were in the construction stage or
the pre-construction stage, is an important value driver.
54
Currently, the Group has three projects consisting of 54 thousand sq m of office space under
construction:
Pillar - an office building in Budapest, Hungary with an intended GLA of approximately
29,200 sq m;
Sofia Tower 2 - an office building (part of Mall of Sofia) in Sofia, Bulgaria, with an intended
GLA of approximately 8,300 sq m;and
GTC X - an office building in Belgrade, Serbia, with an intended GLA of approximately
16,800 sq m.
As of 31 December 2021, projects under construction represent approximately 5% of the
Group's portfolio value.
Currently, another four buildings consisting of 152 thousand sq m in of office space and 1
residential project are ready to be launched in 24 months:
Matrix C - an office building in Zagreb, Croatia, with an intended GLA of approximately
10,500 sq m.
Advance Business Center 3 - an office building in Sofia, Bulgaria, with an intended GLA
of approximately 9,500 sq m.
Spatio - a residential project in Bucharest, Romania, with an intended area of
approximately 23,300 sq m.
Center Point 3 - an office building in Budapest, Hungary, with an intended GLA of
approximately 36,400 sq m.
Napred - an office building in Belgrade, Serbia, with an intended GLA of approximately
72,500 sq m.
We hold a number of landplots allowing for further development of commercial space. The
Group’s rich commercial landbank designated for future development allows us to extend the
planned projects in areas where there will be demand for commercial properties.
Maintaining a balanced mix of investments and adapting to changes
in the real estate markets
The Group intends to continue its real estate management and development activities in
Warsaw or regional cities in Poland and in capital cities of European countries, characterized
by macroeconomic stability, continued GDP growth, and investor and tenant demand. The
Group believes that some other markets in which it operates also offer long-term growth
potential due to their relatively underdeveloped real estate markets and relatively illiquid
markets. Further investments in these markets will be explored on an opportunistic basis with
strict risk-adjusted return criteria. Simultaneously, specific performance requirements will be
imposed on all assets in the Group's portfolio.
55
Maintaing sustainability measures (ESG - Environmental, social, and
governance)
In 2015, the Group adopted the first iteration of its ESG policy. The Group undertook to develop
properties in an environmentally responsible and resource-efficient manner throughout a
building's lifecycle: from planning to design, construction, operation, maintenance, renovation,
and demolition. The Group made a commitment that all its existing projects where possible
and all new projects are assessed by sustainability certification schemes such as DGNB,
BREEAM or LEED.
In 2020, GTC implemented a policy of ESG reporting based on the Global Reporting Initiative's
Sustainability Reporting Standards (GRI), designed to be used by organizations to self-report
on their impact on the economy, the environment, and/or society. The Group engaged an
external consultant to help in the process of selection of measures to report on that formed the
basis of its ESG report for 2020.
The guiding principles of the Group's evolving ESG policy are:
promoting a sustainable approach towards real estate development and management;
contributing to environmental protection and the development of local communities in
which the Group operates;
pursuing a sustainable business model that allows the Group to achieve its business
objectives without placing an excessive burden on the environment;
actively managing the Group’s assets to continually improve environmental
performance, quality and resilience; and
encouraging proactive contributions from all employees, tenants, customers and
stakeholders of the Group to meeting all objectives in compliance with the policy.
The Group recognizes that the responsible management of urban areas is vital to achieving
sustainable construction and development at industry level in the long-term. The Group seeks
to use modern technological solutions in construction and modern architecture so as to reduce
the negative environmental impact of the daily operation of entire communities. By
implementing investments in a responsible manner, revitalizing post-industrial areas, and
providing high-quality buildings. The Group believes it can continue to make a positive impact
on:
reducing energy consumption in cities;
improving the efficiency of water consumption;
reducing the consumption of non-renewable resources;
reducing the level of pollution; and
preserving green areas.
56
Sustainability and environmental and social responsibility continue to be a priority for the
Group. The Group delivers modern buildings, equipped with technology solutions that meet
the strict BREEAM or LEED criteria. The Group's ESG policy aims to allow the Group to
increase its market share, improve financial results and reduce operational risk all while making
a positive contribution to the environment and society.
Additionally, the Group subscribes to all 17 Sustainable Development Goals ("SDGs") as
defined by the United Nations for the period 2015 - 2030, as well as the 2015 Paris Agreement
within the United Nations Framework Convention on Climate Change. The Group is at all times
cognisant of the SDGs in operating its business.
The Group is also a member of key industry initiatives, such as, the European Public Real
Estate Association ("EPRA"). By participating in task groups with leading developers,
consultants, engineers and manufacturers the Group gains practical insights into innovative
solutions for effective, environmentally friendly property management and access to
information on upcoming legislation and the regional transposition of EU law.
The Group acknowledges the importance of its real estate footprint to society and the
environment, and the benefits of maintaining and operating of an efficient and high-quality
portfolio.
ESG Policy Pillars
Environmental issues, including climate issues, are an important area of the Group
management. They are included in our ESG Policy which base on 3 pillars and 8 focus areas:
57
Pillar I. Focus on Environmental issues ( E )
Our main focus with regard to lowering the impact on the environment are:
E1. Green Buildings
Delivering sustainable buildings that operate with a reduced impact on the climate,
use green energy and substantially fewer natural resources (like water), and focus on
well-being of tenants,
Reduction of our carbon footprint lever by thorough analysis of way to limits CO2
emission and development of proper low emission strategy,
Conduct our business in a closed-loop system that minimises waste and resource
consumption,
Developing processes as a result of which sustainability of our portfolio is confirmed
by relevant green certificates (LEED, BREEAM, DGNB and WELL),
Contribution to circular economy through refurbishment, minimizing waste and making
the most of resources,
E2. Climate Change Mitigation
Developing new buildings, acquire and manage assets with focus on protecting the
natural environment,
Improving energy efficiency and lower carbon emissions in our buildings.
58
Pillar II Focus of Social Issues ( S )
Our main focus with regard to our social issues are:
S1. Our Tenants
Loyalty through a professional approach;
Direct and effective cooperation through tenant relationship between leasing teams
and tenants to resolve any arising issue and meet their current needs;
Coordination by our asset management teams; the activities of other departments
and/or external suppliers when they are involved in tenant-related activities. We
cooperate with lawyers, public institutions, insurance companies, contractors, etc.
acting on behalf of our tenant.
Involving tenants through cooperation and raising awareness how to achieve
meaningful results on the properties’ impact on environmental and social issues.
S2. Our Employees:
Creating a stable employment conditions in terms of respecting employees rights,
adequate remuneration and benefits;
Creating a good working atmosphere based on mutual trust and respect;
Maintaining a rigorous approach and compliance to occupational health and safety;
Employee’s development through training and participation in industry events;
Employee’s involvement in social activities such as sports events and charity;
Confirming, through our actions, that we are a reliable and competitive employer.
59
S3. Local Communities:
Our main focus with regard to execute investments in a responsible manner taking in the
account local community’s concern throught revitalization of post-industrial areas, and
providing high-quality buildings, where we can make an impact on:
building sustainable and accessible city spaces through our assets and local
infrastructure;
taking care of stimulating social growth and answering local needs in the
neighbourhood where are our properties are located.
Pillar III. Focus on Governance Issues ( G )
Our main focus with regard to governance issues are:
G1. Compliance
Continuously working with the highest business ethics in a pro-active and open
manner;
The operations of GTC should always be made within the frame of good practices ;
Zero tolerance for any forms of corruption, fraud, anti-competitive and monopoly
behaviour;
Considering legal compliance in every decision about our investments, developments,
management practices and other processes;
Maintaining very good relations with our partnetrs based on mutual trust.
G2. Risk management
Conducting all the operations to assure sustained profitability of our business;
60
Identify key risk factors and effective ways to mitigate risks before they materialise;
annually revise the risk management framework, and update our business procedures;
First and foremost, we constantly raise our employees' awareness of the importance
of risk management and encourage them to actively report risky situations and threats
related to environment, social and governance issues in their daily business work
ESG risks, including climate risks, challenges and trends in this area, company goals and
progress in the implementation of major ESG initiatives are discussed at least once a year
at the meetings of the management board and the supervisory board.
The process of raising social and environmental awareness and ESG knowledge of the
executives and employees of our organisation, developing and monitoring the implementation
of the Policy is coordinated by the mangement board, with the support and assistance of local
technical teams.
4.6 Business overview
The Group’s core business is geared towards commercial real estate, with a clear focus on
creating value from active management of a growing real estate portfolio in CEE and SEE
supplemented by selected development activities.
As of 31 December 2021, the book value of the Group’s investment property, residential
landbank, and real estate assets held for sale amounted to 2,542,334. The Group's
investment properties include income generating assets (completed properties including 11
office buildings held for sale), projects under construction, commercial landbank, and right of
use as well as residential lanbank.
INVESTMENT PORTFOLIO
COMPLETED INVESTMENT PORTFOLIO AND REAL ESTATE ASSETS HELD
FOR SALE
As of 31 December 2021, the Group manages completed commercial properties with a
combined gross rentable area of approximately 854
2
thousand sq m, including 48 office
buildings and six shopping malls, which constituted 86% of the total property portfolio.
The Group’s office buildings provide convenient space, flexible interiors, and a comfortable
working environment. They are located in the heart of business districts and in proximity to the
most important transport routes, including international airports. All projects have earned the
trust of a significant number of multinational corporations and other prestigious institutions,
2
Includes 11 office buildings held for sale with 122 thousand GLA
61
including ExxonMobil, IBM, Allegro, Budapest Bank, T-Mobile, Concentrix, UniCredit, CBRE,
LOT, Deloitte, KPMG and others.
The Group’s shopping centers are located in both capital cities as well as in secondary cities
in Poland, Serbia, Bulgaria, Croatia and Budapest. They are always very highly ranked in the
city of their location. The tenants include big multinationals as well as local brands like
Carrefour, Cinema City, H&M and the Inditex Group, and others.
PROJECTS UNDER CONSTRUCTION
As of 31 December 2021, the Group had three office buildings classified as an investment
under construction with a book value of 132,410, which constituted 5% of the Group’s total
property portfolio.
INVESTEMENT PROPERTY LANDBANK
As of 31 December 2021 the Group had land of 141,195 classified as an investment property
landbank designated for the future development (139,843) and commercial land in Croatia
classified for sale (1,352), which constituted 6% of the Group’s total property portfolio (by
value). The landbank has been designated for projects that are on the Group`s focus for the
coming year, but that have not yet begun, including, Matrix C, Advance Business Center 3
Center Point 3 and Napred combined with land plots with a longer estimated development
period.
The Group’s rich investment property landbank designated for future development allows us
to extend the planned projects in areas where there will be demand for commercial
properties.
RIGHT OF USE - INVESTEMENT PROPERTY
The Group recognized the right of use of lands under perpetual usufruct in the amount 42,152
which constituted 2% of the Group’s total property portfolio. The right of use of lands under
perpetual usufruct mainly includes right of use of: investment property landbank of 21,052,
completed investment property of 17,376, completed investment property held for sale of
3,724.
RESIDENTIAL LANDBANK
As of 31 December 2021, the Group held a residential landbank (including land in Romania
held for sale in amount 2,833 and right of use of residential landbank of 1,102) with a total
value of €29,835 which constituted 1% of the Group’s total property portfolio.
62
4.6.1 Overview of the investment portfolio
The Group`s strategy focuses on creating
value from active management of a growing
real estate portfolio in CEE and SEE. The
Group has a presence in Poland, Hungary,
Belgrade, Bucharest, Zagreb, and Sofia.
The Group focused on commercial assets,
mainly office buildings and office parks as
well as retail and entertainment centers. The
Groups investment properties include
income generating assets (completed
properties and real estate assets held for
sale excluding right of use), projects under
construction, investment property landbank
(including land hel for sale) and right of use.
4.6.1.1 Overview of income generating portfolio including real estate assets
held for sale
As of 31 December 2021, the Group had 54 income generating portfolio totaling 854 thousand
sq m and valued at 2,196,742 including 11 office asstes held for sale valued at 266,763.
The average occupancy rate within the income generating portfolio was 90% as of 31
December 2021. The portfolio was valued based on an average yield of 6.9% (6.7% excluding
office buildings held for sale). The average duration of leases in the Group`s income generating
portfolio was 3.5 years (3.6 years excluding office buildings held for sale), and the average
rental rate was 16.6/sq m/month (16.5/sq m/month excluding office buildings held for sale).
Approximately 37% of the income generating portfolio (by value) is located in Poland, 24% in
Hungary, 16% in Belgrade, 8% in Bucharest, 8% in Sofia, and 7% in Zagreb.
63
The following table presents income generating portfolio by country in which the Group
operates as of 31 December 2021:
Location
Total gross
leasable area
(sq m)
% of GLA
(sq m)
Average
occupancy
(%)
Book value
(€)
% of total
book value
Poland
309,200
36%
89%
816,639
37%
Hungary
198,500
23%
97%
527,037
24%
Belgrade*
156,700
18%
91%
357,463
16%
Sofia
67,100
8%
88%
176,300
8%
Bucharest
66,700
8%
66%
171,985
8%
Zagreb
56,000
7%
96%
147,318
7%
Total
854,200
100%
90%
2,196,742
100%
*Includes 11 office assets held for sale.
The Group is focused on the office sector. As of 31 December 2021, office properties
accounted for around 67%, and retail properties accounted for the remaining 33% of the book
value of income generating portfolio.
The following table presents income generating portfolio by sector as of 31 December 2021:
Usage type
Total gross
leasable
area
(sq m)
% of GLA
(sq m)
Average
occupancy
(%)
Book
value
(€)
% of
total
book
value
Office
1
649,100
76%
89%
1,475,542
67%
Retail
205,100
24%
95%
721,200
33%
Total
854,200
100%
90%
2,196,742
100%
1
Including Avenue Center, Zagreb, Croatia and Sofia Tower, Sofia, Bulgaria.
64
4.6.1.1.1 Overview of the office portfolio
As of 31 December 2021, the Group office portfolio comprises 47 office buildings (including 11
buildings held for sale). Total gross rentable office space was 649 thousand sq m compared
to 536 thousand sq m as of 31 December 2020. The total value of the office portfolio as of 31
December 2021 was €1,475,542 ( including the book value assets held for sale in the amount
of €266,763) compared to 1,145,261 as of 31 December 2020. The increase in value is mainly
attributable to the acquisition of five assets, mostly in Budapest.
The Group’s office buildings are located in Poland and Hungary and capital cities of CEE and
SEE region: Belgrade, Zagreb, Bucharest, and Sofia.
The following table presents the office portfolio by country as of 31 December 2021:
Location
Total gross
leasable
area
(sq m)
% of
GLA
(sq m)
Average
occupancy
(%)
Book
value
(€)
% of total
book value
Hungary
192,100
30%
97%
505,437
34%
Poland
195,700
30%
87%
373,639
25%
Belgrade
122,100
19%
91%
266,763
18%
Bucharest
66,700
10%
66%
171,985
12%
Sofia
44,100
7%
84%
95,800
7%
Zagreb
28,400
4%
92%
61,918
4%
Total
649,100
100%
89%
1,475,542
100%
65
4.6.1.1.1.1 Office portfolio in Hungary
The Group’s total gross rentable area in Hungary comprises 192 thousand sq m in ten office
buildings located mostly in Hungary. The occupancy rate was 97%. The average duration of
leases was 3.7 years at the year-end, and the applied average yield was 6.7%. The average
rental rate generated by the office portfolio in Hungary was €15.5/sq m/month. The book value
of the Group’s office portfolio in Budapest amounted to €505,437 as of 31 December 2021, as
compared to 206,138 as of 31 December 2020. This increase is attributable mainly to the
acquisition of five office buildings.
The following table lists the Group’s office properties located in Hungary:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Center Point I&II
Budapest
100%
40,900
2004/2006
Duna Tower
Budapest
100%
31,300
2006
GTC Metro
Budapest
100%
16,200
2010
Vaci 173-177
1
Budapest
100%
6,400
-
Vaci Greens D²
Budapest
100%
15,600
2018
Ericsson Headquarter²
Budapest
100%
21,100
2017
evosoft Hungary Ltd.
Headquarter²
Budapest
100%
20,700
2020
V188²
Budapest
100%
15,000
2001
Forest Offices²
Debrecen
100%
24,900
2018
Total
192,100
1
Property acquired as landbank for future development, with a small office building located on the plot
² Acquired in 2021
4.6.1.1.1.2 Office portfolio in Poland
The total gross rentable area in Poland comprises 196 thousand sq m in 16 office buildings
located in Warsaw, Kraków, Łódź, Katowice, Poznań and Wrocław. The average occupancy
rate was at the level of 87%. The average duration of leases was 2.6 years at the year-end,
and applied average yield was at the level of 7.7%. The average rental rate generated by the
office portfolio in Poland was at the level of €14.2/sq m/month. The book value of the office
portfolio in Poland amounted to €373,639 as of 31 December 2021 compared to €381,738 as
66
of 31 December 2020. The decrease comes from a decline in expected rental values and
occupancy rate.
The following table lists the Group’s office properties located in Poland:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Galileo
Kraków
100%
10,600
2003
Globis Poznań
Poznań
100%
13,800
2003
Newton
Kraków
100%
10,800
2007
Edison
Kraków
100%
10,900
2007
Nothus
Warsaw
100%
9,600
2007
Zephirus
Warsaw
100%
9,600
2008
Globis Wrocław
Wrocław
100%
16,100
2008
University Business Park A
Łódź
100%
20,200
2010
Francuska Office Centre A&B
Katowice
100%
23,000
2010
Sterlinga Business Center
Łódź
100%
13,400
2010
Corius
Warsaw
100%
9,600
2011
Pixel
Poznań
100%
14,400
2013
Pascal
Kraków
100%
5,900
2014
University Business Park B
Łódź
100%
20,200
2016
Artico
Warsaw
100%
7,600
2017
Total
195,700
4.6.1.1.1.3 Office portfolio in Belgrade (assets held for sale)
The Group’s total gross rentable area in Belgrade comprises 122 thousand sq m in 11 office
buildings. The occupancy rate was at the level of 90%. The average duration of leases was
3.3 years at the year-end, and the applied average yield was 8.3%. The average rental rate
generated by the office portfolio in Belgrade was at €16.8/sq m/month. The book value of the
Group’s office portfolio in Belgrade amounted to €266,763 as of 31 December 2021 compared
to 264,781 as of 31 December 2020. All the office assets in Begrade are held for sale following
the preliminary sale purchase agreement signed with Indotek Group on 21 May 2021 and
completed on 12 January 2022.
67
The following table lists the Group’s office properties located in Belgrade:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
GTC House
100%
13,300
2005
Avenue 19
100%
16,700
2008
Belgrade Business Center
100%
17,800
2009
FortyOne phase I
100%
10,100
2015
FortyOne phase II
100%
7,200
2016
FortyOne phase III
100%
10,700
2017
Green Heart E1
100%
10,400
2018
Green Heart E2
100%
11,300
2018
Green Heart N1
100%
13,100
2019
Green Heart N2
100%
6,100
2019
Green Heart N3
100%
5,400
2020
Total
122,100
4.6.1.1.1.4 Office portfolio in Sofia
The Group’s total gross rentable area in Sofia comprises 44 thousand sq m in three office
buildings. The occupancy rate of the Group’s office portfolio in Sofia was 84%. The average
duration of leases was 3.1 years at the year-end, and the applied average yield was 6.7%. The
average rental rate generated by the office portfolio in Sofia was at the level of €14.5/sq
m/month. Book value of the Group’s office portfolio in Sofia amounted to €95,800 as of 31
December 2021 compared to 75,800 as of 31 December 2020. The increase in value was
attributed to the change in the presentation of Sofia Tower, which was previously presented
together with Mall of Sofia as a part of retail portfolio.
The following table lists the Group’s office investment properties located in Sofia:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Advance Business Center I
100%
16,000
2019
Advance Business Center II
100%
17,800
2020
Sofia Tower
100%
10,300
2006
Total
44,100
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4.6.1.1.1.5 Office portfolio in Bucharest
The Group’s total gross rentable area in Bucharest comprises 67 thousand sq m in five office
buildings. The occupancy rate was 66%. The average duration of leases was 4.1 years at the
year-end, and the applied average yield was 5.6%. The average rental rate generated by the
office portfolio in Bucharest was at the level of 18.2/sq m/month. Book value of the Group’s
office portfolio in Bucharest amounted to €171,985 as of 31 December 2021, compared to
172,085 as of 31 December 2020.
The following table lists the Group’s office properties located in Bucharest:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Cascade Office
100%
4,200
2005
Premium Plaza
100%
8,500
2008
City Gate
100%
47,600
2009
Premium Point
100%
6,400
2009
Total
66,700
4.6.1.1.1.6 Office portfolio in Zagreb
The Group’s total gross rentable area in Zagreb comprises 28 thousand sq m in three office
buildings. The occupancy rate of the Group’s office portfolio in Zagreb was 92%. The average
duration of leases was 4.6 years at the year-end and applied average yield was 7.3%. The
average rental rate generated by the office portfolio in Zagreb was at the level of €14.6/sq
m/month. Book value of the Group’s office portfolio in Zagreb amounted to 61,918 as of 31
December 2021 compared to 44,719 as of 31 December 2020. The increase in value was
attributed to the change in the presentation of Avenue Centre, which was previously presented
together with Avenue Mall as a part of retail portfolio.
The following table lists the Group’s office investment properties located in Zagreb:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Matrix A
100%
10,800
2019
Matrix B
100%
10,700
2020
Avenue Centre
70%
6,900
2007
Total
28,400
69
4.6.1.1.2 Overview of the retail portfolio
As of 31 December 2021, the Group’s retail properties comprised six shopping centres with a
total gross rentable area of 205 thousand sq m. The total value of retail investment properties
as of 31 December 2021 was €721,200 compared to733,912 as of 31 December 2020. The
decrease is attributable mainly change in the presentation of certain office assets that are
adjacent to the shopping malls. The data relating to Avenue Centre and Sofia Tower (office
assets) were presented together with the data for Avenue Mall Zagreb and Mall of Sofia (retail
assets) in 2020, however starting from January 2021, they are presented in the office portfolio.
The following table presents the retail portfolio by country as of 31 December 2021:
Location
Total gross
leasable area
(sq m)
% of total
retail
portfolio
(%)
Average
occupancy
(%)
Book
value
(€)
% of total
book
value
Poland
113,500
55%
94%
443,000
61%
Belgrade
34,600
17%
96%
90,700
13%
Zagreb
27,600
13%
99%
85,400
12%
Sofia
23,000
12%
96%
80,500
11%
Budapest
6,400
3%
90%
21,600
3%
Total
205,100
100%
95%
721,200
100%
4.6.1.1.2.1 Retail portfolio in Poland
The total gross rentable retail space in Poland comprises 113 thousand sq m in two retail
schemes located in Warsaw and Częstochowa. The average occupancy rate was 94%. The
average duration of leases was 3.6 years at the year-end, and the applied average yield was
6.0%. The average rental rate generated by the retail portfolio in Poland was €20.8/sq
m/month. The book value of the Group’s retail portfolio in Poland amounted to €443,000 as of
31 December 2021, as compared to443,000 as of 31 December 2020.
70
The following table lists the Group’s retail properties located in Poland:
Property
Location
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Galeria Jurajska
Częstochowa
100%
48,700
2009
Galeria Północna
Warsaw
100%
64,800
2017
Total
113,500
4.6.1.1.2.2 Retail portfolio in Belgrade
The total gross rentable retail space in Belgrade comprises 35 thousand sq m in one shopping
mall. The average occupancy rate was 96%. The average duration of leases was 5.0 years at
the year-end, and the applied average yield was 7.9%. The average rental rate generated by
the retail portfolio in Belgrade was at €18.0/ sq m/month. Book value of the Group’s retail
portfolio in Belgrade amounted to €90,700 as of 31 December 2021 as compared to 90,700
as of 31 December 2020.
The following table lists the Group’s retail properties located in Belgrade:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Ada Mall
100%
34,600
2019
Total
34,600
4.6.1.1.2.3 Retail portfolio in Zagreb
The Group’s total gross rentable retail space in Zagreb comprises 28 thousand sq m in one
retail scheme. The occupancy rate was 99%. The average duration of leases was 3.8 years at
the year-end, and the applied average yield was 8.2%. The average rental rate generated by
the retail portfolio in Zagreb was at the €21.3/sq m/month. Book value of the Group’s retail
portfolio in Zagreb amounted to €85,400 as of 31 December 2021 compared to €99,512 as of
31 December 2020. This decrease is attributable to the changes in the presentation of Avenue
Centre, which in 2020 was presented together with Avenue Mall Zagreb.
71
The following table lists the Group’s retail properties located in Zagreb:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Avenue Mall Zagreb
70%
27,600
2007
Total
27,600
4.6.1.1.2.4 Retail portfolio in Sofia
The Group’s total gross rentable retail space in Sofia comprises 23 thousand sq m in one retail
scheme. The occupancy rate was 96%. The average duration of leases was 5.7 years at the
year-end, and the applied average yield was 6.4%. The average rental rate generated by the
retail portfolio in Sofia was €19.7 /sq m/month. The book value of the Group’s retail portfolio in
Sofia amounted to 80,500 as of 31 December 2021 as compared to 100,700 as of 31
December 2020. This decrease is attributable to the changes in the presentation of Sofia
Tower, which in 2020 was presented together with Mall of Sofia.
The following table lists the Group’s retail properties located in Sofia:
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Mall of Sofia
100%
23,000
2006
Total
23,000
4.6.1.1.2.5 Retail portfolio in Budapest
The Group’s total gross rentable retail space in Budapest comprises 6 thousand sq m in one
retail scheme. The occupancy rate was 90%. The average duration of leases was 3.2 years at
the year-end, and the applied average yield was 5.6%. The average rental rate generated by
the retail portfolio in Budapest was at €17.4/sqm/month. The book value of the Group’s retail
portfolio in Budapest amounted to 21,600 thousand as of 31 December 2021.
The following table lists the Group’s retail properties located in Budapest.
Property
GTC’s
share
Total gross
rentable area
Year of
completion
(%)
(sq m)
Hegyvidék Office and Retail
Center
100%
6,400
2012
Total
6,400
72
4.6.1.2 Overview of properties under construction
As of 31 December 2021, the Group had three office projects with a total gross rentable area
of 54 thousand sq m and a book value of €132,410.
The following table lists the Group’s properties under construction:
Property
Segment
Location
GTC’s
share
Total gross
leasable
area
(sq m)
Expected
completion
Pillar
office
Budapest,
Hungary
100%
29,200
Q1 2022
Sofia Tower 2
office
Sofia,
Bulgaria
100%
8,300
Q3 2022
GTC X
office
Belgrade,
Serbia
100%
16,800
Q4 2022
Total
54,300
4.6.1.3 Overview of investment property landbank
Management has conducted a thorough, asset by asset, review of the whole portfolio, in
parallel to its decision to focus on Group’s new developments efforts, solely on the strongest
markets and, whilst supporting only the projects in its portfolio, which give the strongest mid-
term upside potential, while reducing. Concurrently, the Management decided to reduce the
cash allocation towards projects that has a longer-term investment horizon. The above-implied
re-assessment of some of GTC's landbank projects development timetable and rescheduling
them to a later stage or designating them for sale.
Additionally, in some cases, in view due to the decline in consumption and deteriorating of
purchasing power, the timetable for stabilization of in relevant catchment areas around certain
completed and cash generating assets in SEE, the timeframe for stabilization of had to be re-
assessed, and consequently expectations for stabilized income were deferred.
As of 31 December 2021, the Group had land classified as investment property landbank
designated for future commercial development of 139,843 and land bank held for sale of
€1,352. The landbank, designated for future commercial development, includes projects on
Group`s focus for the coming years.
73
The following table lists the Group’s projects that are ready to be launched in next 24
months:
Property
Segment
Location
GTC’s
share
Total gross
leasable area
(sq m)
Matrix C
office
Zagreb, Croatia
100%
10,500
Advance Business Center 3
office
Sofia, Bulgaria
100%
9,500
Spatio
residential
Bucharest,
Romania
100%
23,300
Center Point 3
office
Budapest,
Hungary
100%
36,400
Napred
office
Belgrade, Serbia
100%
72,500
Total
152,200
The Group’s rich investment property landbank designated for future development allows us
to extend the planned projects in areas where there will be demand for commercial properties.
4.6.1.4 Right of use
The Group recognized the right of use of lands under perpetual usufruct in the amount 42,152
which constituted 2% of the Group’s total property portfolio. The right of use of lands under
perpetual usufruct mainly includes right of use of: investment property landbank of 21,052,
completed investment property of 17,376 and completed investment property held for sale of
3,724.
4.6.2 Residential landbank
As of 31 December 2021, the Group held a residential landbank (including land in Romania
held for sale in amount 2,833 and right of use of residential landbank of 1,102.) with a total
value of €29,835 which constituted 1% of the Group’s total property portfolio.
74
4.7 Overview of the markets on which the Group operates
3
4.7.1 Office market
Budapest
The total modern, existing office stock currently adds up to 3.96 million sq m, consisting of 3.3
million sq m of ‘A’ and ‘B’ category speculative office space as well as 653,830 sq m of owner-
occupied space.
In the first quarter of 2021 24,700 sq m office space was delivered in the Greater Budapest
market, which is almost 50% lower than the first quarter of 2020 volume. In the second quarter
of 2021, 19,760 sq m of new office space was delivered to the Budapest office market in the
form of BudaPart City, the second completed office building in the namesake urban
development project in the South Buda submarket.
All handovers planned for the second half of 2021 were finally postponed to the first half of
2022, so no new completions happened in Budapest in the second half of the year.
Despite a few postponed hand-over dates, developers are still active on the market. The
volume of deliveries under construction with a handover date of 2022-2023 is approximately
480,000 sq m. This amount includes those four buildings, which were expected to be handed
over in the fourth quarter of 2021, but the delivery dates were again postponed (Office Garden
IV, Buda Palota, F99 & Green Court Office, adding up to 62,650 sq m). From this almost 0.5
million sq m office space 37%, approximately 175,000 sq m is already pre-let. There are HQ
projects as well, such as MOL Campus (the first high-rise office building in Budapest), Bosch
3
This market commentary was prepared by Jones Lang LaSalle IP, Inc. It is based on material that we believe to
be reliable. Whilst every effort has been made to ensure its accuracy, we cannot offer any warranty that it contains
no factual errors. We would like to be told of any such errors in order to correct them. Please note, the below-
presented market commentaries are based on information available to us as at 24 February 2022.
© 2022 Jones Lang LaSalle IP, Inc. All rights reserved. No part of this publication may be reproduced or transmitted
in any form or by any means without prior written consent of Jones Lang LaSalle. It is based on material that we
believe to be reliable. Whilst every effort been made to ensure its accuracy, we cannot offer any warranty that it
contains no factual errors. We would like to be told of any such errors in order to correct them. Please note, the
below presented market commentaries are based on information available to us as of 24 February 2022. With
varying recent and ongoing policy response to the COVID-19 pandemic across the region and the mitigating
implications differing by market and sector we provide no assurance that market conditions will not change
unfavorably as a result of future events that are unknown to us.
On 24 February 2022, Russian forces entered Ukraine and military conflict ensued. At the time this report and
financial statements were prepared the extent of the conflict and its longer-term impact are unknown. The conflict
caused immediate volatility in global stock markets and uncertainties are anticipated in relation to the cost and
availability of energy and natural resources, particularly within Europe. Significant economic sanctions have been
imposed against Russia by the European Union. The direct impact on the real estate markets where the Company
operates is yet unknown. At this stage, there is no evidence that transaction activity within the Markets that the
Company operates and the sentiment of buyers or sellers has changed.
This explanatory note has been included to ensure transparency and to provide further insight as to the market
context under which this report was prepared. In recognition of the potential for market conditions to move rapidly
as the conflict in Ukraine evolves, we highlight the importance of date of 24 February 2022 to which the market
information relates to.
.
75
Campus II or The Pillar on Váci Corridor for ExxonMobile. Most developments are in the Váci
Corridor, Pest Central South and Buda South submarkets.
Regarding 2021 gross take up, the transactions reached 365,210 sq m this year, which means
11% increase compared to 2020, but is still half of the gross take-up registered in 2019.
Although in three quarters out of four renewals dominated the transactions during the year, the
share of new leases and renewals became equal at the end of the year with 40-40%. The
share of preleases reached only 12%, followed by expansions with 8% and occupier owned
transactions with less than 1%.
The strongest occupational activity in the fourth quarter of 2021 was again recorded in the Váci
Corridor submarket with 34% of the total demand (37,190 sq m). Buda South submarket is
ranked second in this respect with 23% share, followed by Buda Central (12%), and Buda
North attracted 9% of the total demand.
Total leasing activity is still below the 2019 data, but the increasing tendency has continued
(approximately 11%) and can be seen in 2021, compared to the total transactions of 2020. The
fourth quarter of 2021 gross take-up is 28% higher than the fourth quarter of 2020 data but is
still half of the amount registered in the fourth quarter of 2019.
The share of renewals started to increase quarter by quarter due to the current economic
circumstances, however, in 2021 we witnessed a small increase again in new leases as well.
The fourth quarter of 2021 office market statistics are still just showing the signs of gradual
recovery from the effects of COVID-19 pandemic.
Real estate strategies are still under reconsideration, but the number of transactions has
started to show a small increase year-on-year. New leases are still picking up (+40% year-on-
year), which shows gradually improving tenant expectations. Pre-leases dropped significantly
compared to 2019 and remained the same level in 2020 and 2021; tenants are more cautious
in their decision makings. Due to the efficiency of remote working, hybrid model and subleasing
trends are still in place. In line with the global workplace trends there is a growing demand for
serviced offices which is clearly reflected in the growing number of new locations and increased
sizes of flex operators. Vacancy has slightly increased in the fourth quarter of 2021, it is 9.18%,
while net absorption is positive.
The office vacancy rate has slightly increased to 9.18% in the fourth quarter of 2021,
representing a 0.09 p.p. increase quarter-on-quarter and a 0.06 p.p. increase year-on-year.
The highest rents (prime rent) are registered in the CBD submarket at 25 €/sq m/month. The
average rents in Budapest for existing Class ‘A’ buildings are between 15.00 - 18.00 €/sq
m/month and in the case of Class ‘B’ buildings between 12.00 - 15.00 €/sq m/month.
Warsaw
After several years of steadily increasing developer activity, when an average of between
700,000 - 800,000 sq m were under construction, only 310,000 sq m are currently in the
pipeline, the lowest figure since 2010. Developers are much more cautious about starting new
construction, and in recent months, only two new developments have been launched in central
Warsaw - The Bridge (Ghelamco Poland) and the first phase of Studio (Skanska).
76
In 2021, companies signed traditional leases for a total of 646,500 sq m, a 7% increase on
2020. In the fourth quarter, tenant activity was roughly on a par with the first half of 2021. As a
result of the pandemic, companies are taking a decidedly more conservative approach to
leasing space - renegotiations now account for 45% of total office take-up volume, the highest
annual figure on record. The ongoing processes, together with the growing interest in the
Warsaw market from companies in the modern business services sector, may positively
influence the volume of lease transactions in the following months.
2021 saw all four quarters affected by the COVID-19 pandemic. Although the number of
companies implementing a hybrid working model, e.g. in the 3+2 formula, began to increase
in the first three quarters of this year, with the next wave of the pandemic, the last three months
of the year saw a return to a predominantly work-from-home (WFH) model.
The current situation also directly affects the vacancy rate, which is at its highest level since
October 2017. At the end of 2021, it was 12.7% (12.9% in central zones and 12.4% outside
the centre), an increase of 2.8 p.p. year-on-year, and 0.2 p.p. compared to the previous
quarter. A gradual decrease in the vacancy rate is expected in the following years.
In 2021, the highest transaction rents for prime office properties were stable and at the end of
the year ranged between 18 - 24 €/sq m/month in the city centre and up to 16 €/sq m/month
outside it. In the next few years, however, we expect rental rates to rise, particularly in prime
office buildings. Rates are set to rise in 2022, along with significant changes in market
dynamics. This trend will continue, especially in 2023, as a result of an expected gap in new
supply, which will lead to rental opportunities being severely limited in newly added buildings.
Regional cities Poland
Throughout 2021, the largest new supply volume was recorded in Tri-City (73,200 sq m),
Kraków (60,700 sq m) and Poznań (37,500 sq m). Currently, 870,000 sq m of office space is
under construction across the major region/al office markets in Poland, of which approximately
400,000 sq m is planned for completion in 2022.
After relatively weak take-up results in the first 9 months of 2021, Poland’s major regional office
markets recorded a strong end to 2021 with 214,600 sq m leased in the last quarter. As a
result, gross demand in 2021 totaled nearly 595,000 sq m and was on a par with 2020’s levels.
As in the previous year, regional cities recorded a high share of renegotiations of current lease
contracts, standing at 43% of total volume in 2021. It was the contract extensions that
constituted the largest transactions concluded in the last 12 months, including 24,000 sq m for
a tenant from the IT sector in Green Horizon in Łódź, 17,400 sq m for a company from the
financial sector in the Business Garden complex in Poznań and a total of over 23,000 sq m
renegotiated by an IT company in Kraków and Wrocław.
The second year of the COVID-19 pandemic did not see any major breakthrough on the office
real estate market. Despite the extensive roll-out of the vaccine programme, new COVID-19
variants stopped the expected large-scale return to the office. Many companies continued to
recommend remote work; however, due to the negative effects of long-term working from home
(WFH), the hybrid model has now become the new market standard.
At the end of the fourth quarter of 2021, the vacancy rate for the eight main regional markets
was 14.1%, an increase of 1.4 p.p. on the same period in 2020. During 2021, rental rates for
77
the best office space remained stable in most office locations. The highest rents among the
main regional markets were recorded in Kraków (14-15.5 €/sq m/month), Wrocław (13.5-15.5
€/sq m/month) with the lowest to be found in Lublin (10.5-11.5 €/sq m/month).
Belgrade
Belgrade office stock is at the level of 1.1 million sq m of GLA, whereas the speculative office
stock of Class A and Class B buildings equals 805,000 sq m (76%) while the largest share of
modern office supply is situated in New Belgrade’s CBD (74%). The office stock in Belgrade is
on a continuous rise and further development will continue in the following period In line with
the above mentioned, more than 160,000 sq m of office space is currently under construction,
while an additional 70,000 sq m is under refurbishment, ready to become a part of modern
office stock.
Final quarter of 2021 was marked with the opening of 2 office buildings. Shandong Plaza and
11 building of the Airport City. CBD will soon see opening of GTC X by end of 2022.
Another notable projects under construction are the NCR campus (AFI group), B23 building,
Sirus II (Immorent) and Delta House. However, NCR is for a single tenant NCR and will
centralize their operations. This will not be offered on the market but free up their space in
other buildings. B23 was returned to the former owners after being distressed for 10 years.
Strong pipeline shows that developers are confident of a strong revival in office leasing activity
which is evident in the previous two quarters. Namely, the office leasing momentum has
returned to pre pandemic levels as the Belgrade’s office absorption stood at 33,500 in the
period July September 2021 up by 40% year-on-year. New leases accounted for nearly 55 of
all transactions in the third quarter while the total amount of pre lets was on a high level of 35%
considering the number of ongoing projects The overall demand in the first three quarter s of
2021 amounts to 93,850 sq m.
Headline rents are between 14.5 - 16.5 €/sq m/month in Class A office buildings. Market
practice is that buildings are well measure and provisioned with add-on factor to add value to
the landlord.
Amid strong occupier activity and lack of new deliveries, the vacancy rate has continued its
downward trend since the second quarter of 2021 and decreased from 8.54% to 7.76% at the
end of the third quarter of 2021. Further decrease of vacancy rate is expected by the end of
2021 having in mind that majority of pipeline projects are set for completion during 2022.
Zagreb
Zagreb office market is developing and maturing. Most of the office stock is in the Centre of
the city, New Zagreb, and the Business District East and West. The Croatian office rental
market has more office stock than Belgrade which has double the population. The stock of A
and B class offices is approximately 1.2 million sq m.
Croatian company Infobip has finished their owner-occupied building which has approximately
10,000 sq m in South Zagreb. Also, in South Zagreb, finished in 2021, a 15,600 sq m office
scheme by developer KFK Tehnika. The third quarter has seen an opening of BHB Domus
Building with 8 floors and about 4,000 sq m of GLA. Construction of Mobis Office building
located in Business district East is slightly behind schedule with planned opening in the first
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quarter 2022. Outside the capital city, Dalmatian Tower was scheduled for opening beginning
of 2021, but it was postponed to 2022. The Dalmatian Tower has 27 floors and an GLA of
30,000 sq m.
Total recorded leasing activity of office space in Zagreb area in 2021 amounted to
approximately 24,737 sq m. These leasing deals were 73% relocations, 14% new tenants, 9%
renewals, and 4% expansions. Furthermore, 64% of the deals were Business District East,
25% City Center, 6% CBD and 5% in Jankomir.
Office vacancy is currently at a record low of below 4% and is expected to remain stable due
to low levels of upcoming new supply.
Rental levels are currently generally in the range 13.00 - 15.50 €/sq m/month and are unlikely
to move significantly in the short term.
Bucharest
Bucharest Modern office stock reached 3.24 million sq m at the end of 2021, after delivery of
6 buildings with total gross leasable area of 153,200 sq m till the third quarter of 2021. Another
89,000 sq m was delivered by the end of 2021. Total deliveries for the year are thus expected
to reach 242,900 sq m, almost 57% above the 155,200 sq m delivered in 2020.
The Northwest submarket inaugurated the largest share of the total new supply (30%), as J8
Office Park, with total areas of 46,000 sq m developed by Portland Trust, was welcomed in the
third quarter.
Center submarket claimed 28%, but with 2 buildings Matei Millo OB Phase 1 ( 9,700 sq m of
GLA) and U Center Campus Phase 1 with total area of 32,800 sq m, both developed by Forte
Partners. Globalworth square with 28,400 sq m of GLA delivered by Globalworth in
Floreasca/Barbu representing 18%.
Campus 6.2 with total GLA of 19,800 sq m developed by Skanska in Center West submarket
represents 13%. Tiriac tower, part of CBD with GLA of 16,500 sq m and developed by Tiriac
Imobilliare represents 11%.
Total gross transaction volume in Bucharest during the fourth quarter of 2021 reached 84,300
sq m, 17.6% over the previous quarter, and 53.5% over the fourth quarter of 2020.
During the whole of 2021, gross transaction volume totaled 286,600 sq m, almost 32% over
what was recorded in 2020, yet 26% below 2019.
The leasing activity is showing a sign of recovery, despite the wait and see” period applied by
number of tenants. Largest renewal transactions were represented by Computers and Hi-Tech
company Telus, which renewed 9,550 sq m in AFI Park III and renewal of Provita which
secured 11,000 sq m in Iride Business Park.
The Norther part of the capital witnessed the highest leasing activity throughout 2021, with
North West, Floreasca/Barbu Vacarescu, Dimitrie Pompeiu, each claiming share of 17%,
followed by the Center-West sub-market with 14%, CBD 13% and with shares below 10% by
Center West, Banneasa-Otopen.
Computers and Hi-Tech companies continue to be the main driver of demand for Office leasing
market, claiming 34% of the total leased area, followed by Consumer Services and Leisure.
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Overall vacancy rate remains stable at 13%.
Whilst prime headline office rents in Bucharest remained stable at 18.50 €/sq m/month, four
sub-markets out of the eleven sub-markets of Bucharest, experienced a fall of 0.5 - 1 €/sq
m/month in prime rents over the quarter. The rental decrease in these sub-markets came off
the back of additional supply, which increased the vacancy in these areas and put further
pressure on rents. We also observe that incentive packages have become more
commonplace, which will lead to lower net effective rents.
Sofia
The current modern stock in Sofia reached 2.5 million sq m at the end of 2021, out of which at
the end of 2021, 73% are considered class A.
Following slowdown in activity from both developers and occupiers, year 2021 was marked as
a rebound year. new supply marked a decade high increase in stock by approximately 8% per
annum, adding 170,000 sq m to the market. CBD zone remained stagnant with no major
fluctuation in terms of new developments and demand. While, on the other hand, broader
center marked deliver of new schemes. Moreover, demand has been picking up with the
annual increase of over 20% in take up activity.
Second part of the year brings new opening in on Bulgarian market. Namely, the North Tower
Bulgaria was opened as the second tower of Bulgarian Towers complex. Additionally, the ring
Tower, Park Lane Office Center, Balkan Business Center and building 4 within Caritage park
were delivered this year. Moreover, Synergy Tower building was partially opened as well.
The pipeline is looking strong with roughly 100,000 sq m of office space expected to be
delivered in 2022, and additional 150,000 sq m in planning phase. Sofia’s city center will be
wealthier for two projects, out of which one will be delivered in 2022. Mladost district will be
welcoming German retail discounter Lidl, and Triaditsa district will be welcoming building
developed by Sofkam.
With significant number of new deliveries in 2021, the vacancy rate has noted a slight increase
reaching 14% at the end of the year. The upward trend is driven mainly by availability in the
suburban area.
The total leased space volume for 2021 was close to 155,000 sq m. This level is 44% over
2020 and close to the last 5-year average, which demonstrates the stabilization of the market,
following a highly turbulent 2020. Consolidations, optimizations and relocations are the main
reasons for the newly leased areas.
Net take-up during 2021 totaled 55,100 sq m, compared to only 8,600 sq m in 2020.
Highest demand for office space remains in IT and BPO sector. On the other hand, rental
levels remained resilient to the ongoing situation.
Currently companies are putting short term expansion plans on hold and are considering the
option of letting more employees work from home going forward.
Prime headline office monthly rents have been stable at 15.00 - 16.00 €/sq m/month, however,
landlords are under pressure and are offering more incentives than previously, therefore
driving the net-effective rates to lower levels.
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4.7.2 Retail market
General
The economic recovery across Europe is underway, supported by a strong surge in
consumption.
GDP across the EU is forecast to grow 5.0% in 2021 and 4.4% in 2022.
Consumer confidence remained at historically high levels in the period from July to September
as European consumers feel emboldened by high COVID-19 vaccination rates.
Retail sales across the EU are expected to rise by 4.7% in 2021 and 2.5% in 2022, driven by
pent-up demand, ‘social consumption’ and increased savings.
Eurozone inflation rose to 5.0% in December 2021 , as a result of higher energy prices and
core inflation.
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The recovery in footfall and retail spending across Europe carried into the fourth quarter of
2021, with most countries reporting record levels of monthly retail trade volumes for the period
of June to December.
As consumers returned to stores and restaurants, demand for food products softened.
Despite a strong rebound in clothing sales during the summer period of 2021, trading
conditions for many fashion retailers continue to be challenging as monthly trade volumes
remained 10% below pre-pandemic levels.
Retail places, such as prime high street areas in major cities, that have benefitted from
additional footfall and spending from office workers until the start of the pandemic, will continue
to recover at a slower rate than local neighborhood destinations and well-connected retail
parks.
Poland
As a full year, 2021 provided approximately 546,000 sq m of GLA of new retail space, 40% of
which was delivered in retail parks. That means 2021 was the best year in the history of retail
parks in terms of space delivered to the market. Unsurprisingly, following the shuffle on
hypermarket sector and location takeovers by new operators, stand-alone retail warehouses
accounted for 29% of the new completions. The remaining supply was represented by
shopping (17%) and convenience centres (14%).
The last twelve months were marked by three lockdowns that helped change the shopping
habits of Poles, lower developer activity, and increase the popularity of smaller retail formats.
The local and convenience trend, which existed before COVID-19, has been boosted by the
pandemic, and is reflected in the new retail supply.
The largest retail schemes that opened in 2021 included the following: IKEA in Szczecin
(29,000 sq m of GLA), Mozaika in Kraków (25,400 sq m of GLA), Galeria Andrychów (24,000
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sq m of GLA), Retail Park in Lipnik (18,800 sq m of GLA), the extension of Focus Mall in Zielona
Góra (+15,000 sq m of GLA), and Galeria Sekunda in Jędrzejów (13,000 sq m of GLA).
At the same time, however, approximately 269,000 sq m of GLA was withdrawn from the
market, due to further closures of older assets, mostly driven by Tesco hypermarkets.
As a result, at the end of 2021 the total modern retail stock in Poland, including large scale
formats and convenience centres, stood at a total of 16.4 million sq m of GLA. Four hundred
and ten shopping centres account for 9.86 million sq m of that space, which equates to a
shopping centre density of 258 sq m per 1,000 people, which is more than European average
of 235 sq m per 1,000 people, but still less than average for the Western Europe (276 sq m
per 1,000 people).
The vacancy rate in eight major agglomerations in Poland stood at approximately 5.3% in the
first half of 2021. as expected, there was an increase in the annual vacancy rate, but it was
relatively modest, because only by 50 bps. Several factors contributed to the increase in the
vacancy rate in the aforementioned locations. Tesco continued to close its stores in Poland,
releasing large areas in selected retail schemes. During lockdown periods, the share of online
sales in total retail sales had also been increasing. Although it decreased along with lifting the
restrictions in brick-and-mortar stores, it never returned to the pre-pandemic level (10.2 p.p. in
December 2021 vs. 5.6 p.p. in January 2020).
The lowest vacancy rate (2.8%) was recorded in the Krakow Agglomeration, which marks a
significant decrease in the rate compared to the first half of 2020 (5.9%). This was largely due
to the new tenants who appeared in the following shopping centres: Bonarka, Galeria
Kazimierz and Serenada. On the contrary, the Poznań Agglomeration observed an increase
in the vacancy rate from 6.8% p.p. in the first half of 2020 to 8.6 p.p. in the first half of 2021.
Warsaw
The Warsaw Agglomeration remains the largest market in Poland accommodating 1.97 million
sq m in large-scale retail formats (GLA> 5,000 sq m). The modern retail market in Warsaw is
dominated by shopping centre format. This sector represents 69% of the market of big scale
properties.
In terms of the density of shopping centres, Warsaw with 506 sq m per 1,000 residents ranks
in the middle among eight Polish major agglomerations. Wrocław and Poznań lead the ranking
with 684 and 708 sq m per 1,000 residents respectively and Tri-City at the third place with 564
sq m per 1,000 residents. At the sae time, purchasing power of the Warsaw agglomeration
reaching €11,657 per capita / year is the highest in the country (exceeds the national average
of €7,381 by 58%).
An approximately 87,000 sq m of GLA is currently under construction in the Warsaw
Agglomeration split by various retail formats. The largest project currently under construction
is reconstruction of Nowy Fort Wola by Mayland (28,000 sq m of GLA).
The average vacancy rate in Warsaw Agglomeration in August 2021 amounted to 5.3%
(considering shopping centre format), what places Warsaw at the moderate level compared to
major agglomerations.
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Prime rents in Warsaw, defined as rents for a 100 sq m unit for a fashion and accessories
sector tenant noted in the best shopping centres in the market, in the fourth quarter of 2021
stood at the level of 98 108 €/sq m/month, which is the highest number recorded in Poland.
Belgrade
Although fourth quarter remarked the outbreak of new strain of Coronavirus, there were no
new restrictions imposed.
The market become relatively saturated in during 2020 with opening of BEO Shopping Centre
and iBW Galerija.
Total stock in the market amounts to 421,000 sq m representing a density of 254 sq m per
1,000 inhabitants.
Currently, the only shopping centre under construction is West65. West65 Mall was scheduled
to open in the fourth quarter of 2021. Due to the influence of the coronavirus, the deadline for
opening a new shopping mall, West 65 Mall, has been moved. West 65 Mall is currently under
construction, currently it is in the final phase, although there has been soft opening ceremony
in the fourth quarter of 2021.
In Belgrade are planned two new shopping malls. The new shopping mall will be located next
to IKEA. The concrete construction is currently completed, the opening is planned for the
second quarter of 2022. In August 2021, the construction of a new shopping mall in Obrenovac
began, the area of the shopping mall will be 3.000 sq m.
Israely investor AFI announced the construction of AFI City Zmaj after the acquisition of the
location Zmaj on the highway E75.
Average prime rental rates currently stand at approximately 26.00 - 28.00 €/sq m/month.
Zagreb
In 2021 despite the epidemiological situation, shopping centers were allowed principally
undisturbed operations with no major restrictions.
New shopping center Z Centar was opened in August, comprising about 35,000 sq m of new
retail space divided into 60 retail units, including main fashion stores of LPP brands and
retailers like CC, Peco, KiK and Intersport.
Development activity is focused on refurbishment of Supernova Kaptol Center. In secondary
cities we see planned development of several retail parks. This is driven mainly by Immofinanz.
New Stock in 2021 was 75,000 sq m.
Currently, the shopping centre stock stands at around 532,700 sq m, including Supernova
Retail Park/shopping center scheme and Z centar.
Shopping centre density in Zagreb is about 645 sq m per 1,000 inhabitants. In recent years
negotiation strength in the shopping centre market in Zagreb has been with occupiers.
However, with the improvement of economic and market conditions, we have noted shopping
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centres stabilizing their position in the market and there has been a fundamental shift by
occupiers to the higher quality and better performing schemes.
Since the beginning of the year, retailer activity has been moderate with no new market entries.
At the same time, there has been a continuous trend for tenants to relocate from the CBD High
Street market to shopping centres constructed according to modern standards. This trend is
as a result of the earthquake that occurred in spring 2020 and caused structural damage to
many historical buildings located in the CBD.
Average prime shopping centre rental rates are currently approximately 19.00 - 21.00 €/sq
m/month.
Sofia
Total modern retail stock in Bulgaria, including shopping centres, retail parks and outlet parks
was approximately 1.1 million sq m, out of which 542,800 sq m are located in Sofia. Overall
supply stands at the level of 115 sq m per 1.000 inhabitants. The majority of the stock 54.4%
is located in Sofia, the Capital city of Bulgaria. The Bulgarian market is maturing and becoming
more saturated.
The largest shopping centre projects planned for Sofia, totaling 104,750 sq m of GLA are
currently on hold. Modest pipeline is expecting one project to enter the construction phase,
32,000 sq m Garanti Koza in Mladost district.
Developers’ focus is shifting from shopping centres towards retail parks.
Slow vaccination rate among population introduced new more strict measures in order to
control the spread of the virus. Mandatory green pass is required and limited mass gatherings.
Shopping centers were operational, however there has been lower performance and dropout
of footfall.
The most active tenants remain FMCG, sporting goods, drugstores and discount chains and
some brands rely on new formats and locations. Such example is the sports retailer Decathlon,
which added to its network a small shop in the centre of Sofia. IKEA will open a second store
in Sofia, which will be in a different format from the first, on an area of 1,200 sq m in the Mall
of Sofia.
The main events in 2021 in Bulgaria include the opening of the first stores in the country of the
fashion brand Kendall + Kylie and Beverly Hills polo club. However, the brand with the most
aggressive expansion in 2021 is the discount retail chain Pepco, which reached almost 100
stores by the end of the year.
Despite limited footfall due to restrictions, vacancy (7%) and rental levels remained stable.
Currently, considering the impact of the coronavirus pandemic, the focus in the operation of
shopping centres will shift towards the fine-tuning of the tenant mix, the substitution of retailers
who fail to sustain the pandemic and as such, taking measures to cut operational expenses.
Average rental levels in shopping centres are in the approximate current range 17.00 - 21.00
€/sq m/month month, with prime rental levels at 40 €/sq m/month.
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4.7.3 Investment market
Poland
Poland investment volumes during 2021 amounted to €6.3 billion translating into the third best
result ever. This result outpaced the 2020’s turnover by 13% and gave way to the volumes of
2018 and 2019 only. However, the shortage of product in the most favoured sectors has still
significantly limited the investment turnover and led some investors to a forward funding
structure to secure the product at early stage. 2021’s turnover was driven mostly by the
industrial sector, which saw a record-breaking investors’ interest. The full-year total reached
€2.8 billion in this segment, 8% above the previous best €2.6 billion in 2020.
The office sector remains one of the key drivers of Poland’s investment market. However,
current investor activity is rather moderate compared to previous years. Office investments
totalled €438 million during the final quarter of 2021, 6% down on the previous year. This brings
the total for the year to €1.7 billion, significantly down from the exceptional levels of activity of
2018 and 2019, but close to the ten-year average. Investors were mostly looking at the major
office markets Warsaw and Kraków. Transactions concluded in the regional markets
accounted for 28% of 2021’s turnover. In the fourth quarter of 2021, prime office yields in
Warsaw were being discussed at 4.50%, whereas yields in the core regional cities (Kraków &
Wrocław) stood at 5.75%.
The retail investments, with almost €1 billion committed in 2021, witnessed a record number
of transactions. Buyers remained especially interested in retail parks, convenience centres and
single-anchored properties occupied either by food stores or DIY chains. There is still no recent
transactional evidence for prime shopping centres; however, we estimate prime yields at
5.25%.
Hungary
The Hungarian investment market generated approximately €1.3 billion in 2021. Although this
volume is 7% above the 2020 record, it is still significantly behind the pre-pandemic levels of
€1.7 - 1.8 billion.
The relative underperformance of the market was mainly due to the significant undersupply of
available products for sale (especially in an open-market tender), which was particularly critical
during the first half of 2021. From the middle of the year an uptick in investment activity was
recorded, however it wasn’t enough to boost the annual statistics.
Over 85% of the annual volume was generated by income producing assets, whereas the rest
was made up by development site sales and the disposals of properties suitable for re-
development purposes. We recorded a notable, 25% rise in the volume of development site
sales compared to 2020.
As usual the strongest activity was recorded in the office asset class, which generated
approximately 70% of the annual volume. It was followed by the sale of logistics assets with
10.7% and surprisingly re-development opportunities and development sites with 10.5%.
Similarly to 2020, there was minimal activity in the hotel and retail asset categories in 2021.
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Prime office yield stood at the fourth quarter of 2021 at 5.00% while prime retail yield stood at
6.25%.
Bucharest
For the whole of 2021, total investment volumes reached €900 million, almost the same as in
2020.
Unlike the previous two quarters, the investment volumes during the fourth quarter were
dominated by retail transactions, with approximately 50% of the total, followed by industrial,
with 29%, while offices accounted for only 19%. However, considering 2021 overall, offices
represented 45% of total volumes, followed by industrial, with 30% and retail with 20%.
By far the largest investment deal closed in the fourth quarter of 2021 was the sale of 6 Cora
hypermarkets in different cities, by Louis Delhaize Group to Supernova.
The second largest deal in the fourth quarter of 2021 was the purchase of the 150,000 sq m
Olympian portfolio, consisting of 3 industrial parks in Timisoara, Bucharest and Brasov, by CTP
from Helios Phoenix and M1.
Continuing the contraction during the third quarter, prime office yields further decreased during
the fourth quarter of 2021, from 6.9% to 6.75%, while prime retail yields stayed at 7.25%.
Sofia
Investment volumes during the second half of 2021 reached €221 million, investment volumes
totalled €240 million, 11% over 2020. There were signs of recovery and a tendency for new
acquisitions on the on the real estate market. The share of the international and Bulgarian
investors is rather balanced. The share of the foreign buyers is reaching 60% with around 40%
for the local players.
Both prime office and shopping center yields remained unchanged in the second half of 2021
and throughout 2021 and stood at 7.50%.
Belgrade
The most recent is the transaction between NEPI Roskcastle and BIG CEE in June 2021 for
Kragujevac Plaza Shopping Centre (22.300 sq m of GLA) and Krusevac retail park (8.600 sq
m of GLA) for €61milio.
Delta City Shopping centar was sold to MPC Properties for €115 million.
These transactions that have been realised after the COVID 19 pandemic, confirm liquidity of
the Serbian real estate market including retail segment, and the applied yield levels.
GTC sold eleven office buildings in five office parks (Green Heart, FortyOne, Belgrade
Business Center, 19 Avenue and GTC House), with total area 122,175 sq m to Hungarian
investor Indotek Group for €267 million. This transaction will be finished in third quarter of 2021.
This is the biggest transaction ever in the Belgrade market in the office sector.
Both prime office and retail yields stand at 8%.
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Zagreb
The first quarter of 2021 recorded a significant transaction on Zagreb office market with retail
chain Kaufland buying an office building, Business Building One (BB1), situated in Planinska
Street, with total above ground area of approximately 13.000 sq m, from Austrian investor
BOP-Immo.
Wiener Insurance bought an office building in Radnicka Street, with the total area of
approximately 2.234 sq m, from Raiffeisen Leasing.
In the fourth quarter of 2021, the T-com office building was purchased by the M + Group. The
total net area of the building is 11,695.55 sq m and is located in Vukovarska Street.
Although we do not record any significant retail investment transaction, we note interest of
investors, and we expect some transactions to realise in 2022.
Both prime office and retail yields remain stable, office yield stands at 7.50% and retail yield at
7%.
Source: JLL in collaboration with IPC Partners and Atrium Property Services d.o.o.
4.8 Information on the Company’s policy on sponsorship, charity, and other similar
activities.
As a Group, we set ourselves ambitious business goals that we want to implement in a
sustainable manner. It is a responsible task for our entire team, which is why creating a stable
and motivating work environment is so important to us.. All our corporate social responsibility
activities are run in a coordinated manner to support local communities in which the Group
operates. Such support involves:
Enhancement of local infrastructure, including road and traffic infrastructure.
Throughout the Group, we share the principle of taking responsibility for the space we
create. The infrastructure created in connection with or for the purposes of the
developments constructed is handed over to the local self-government free of charge
to be used by all residents. Moreover, prior to the development of the Group’s projects,
public green areas (such as squares and parks) are placed on undeveloped plots or
plots which will surround future developments following their completion by the Group.
Local initiatives. The Group takes an active part in a great number of non-profit
activities as a partner, organizer, or sponsor. We often present our projects to local
communities. We actively particiate in public meetings dedicated to spatial planning.
The Group’s regional offices know the needs of the local community and the market in
which they operate best, so they decide which social topics form a priority for them.
The Group participates in and supports local initiatives such as:
- help for medics due to COVID-19 pandemic;
- commissioning the plot for use by the authorities as part of COVID-19 testing
initiative
- support of Red Cross with providing a place for blood donations;
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- support of charity organizations with providing a place in our shopping malls
and office buildings for promotional activities in attracting sponsors and making
people aware of their initiativesas well as humanitarian associations and
charities
- promotion of local businesses by continuously providing organic and home-
made products for all visitors,
- organization of calligraphy workshops;
- free medical examination for women and men;
- organization of family picnics;
- Opening free parking at night due to bad weather conditions;
- a donation in the form of goods (used furniture from our previous office); the
donation was given to The Zagreb Rehabilitation Center which implements
education programs for children and youth with special needs.
Additionally, Group conducted several local initiatives with support sports activities:
yoga training - promotion of active leisure time activities;
exercise games for children during holiday;
city games for families - promotion of outdoor activities;
volleyball festival - promotion of a healthy lifestyle;
Beach Volleyball tournament - Cup of Silesia;
Open 40+ Championship in beach volleyball in Galeria Jurajska
the North Bridge Run (“Bieg przez Most”); and
installation of public bike system in our Matrix complex in
Croatia.
Embracing environmental certification. Out of focus on the environment, the
investments of the Company and the Group are fully compliant with LEED or BREEAM
guidelines. The Group certified and recertified 17 properties in 2020, 18 in 2021 and 7
in the beginning of 2022, and is currently in the process of certifying or recertifying five
other properties its portfolio with LEED and/or BREEAM with a target of 100%.
certification of the portfolio. As of January 2022, approximately 88% of our properties
(87% incl. Serbia) holds a green certificate, which proves the sustainability of the
properties that GTC develop and manage.
In 2021 the Group had expenses on the support of charity in the amount of 25 and sport in
the amount of 7.
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5. Operating and financial review
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 the 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
a force to change some of its investment plans. Additionally, the Group may not be able to
develop numerous projects 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 year ended 31 December 2021 and for the year ended 31
December 2020, the Group derived 76% and 75% of its revenues from operations as rental
revenue, which significantly 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 year ended 31 December 2021
and for the year ended 31 December 2020, the Group derived 24% and 25% of its revenues
from operations as service revenue, reflecting 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 indexed to Euro and linked
to the consumer price index of the relevant country of the currency.
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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 has its properties valued by external valuers at least twice a
year, every June and December. Any change in the 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 the 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 like GDP growth,
disposable income, etc., as well as micro conditions such as new developments in the
immediate neighbourhood, competition, etc. Capitalization rates are influenced by prevailing
interest rates and risk premiums. 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, assessed using
a comparative method, is determined by referring to the market prices applied in transactions
relating to similar properties.
The Group recognized a net loss from revaluation and impairment of assets of €12,867 in the
year ended 31 December 2021 and €142,721 net loss from revaluation and impairment of
assets in the year ended 31 December 2020.
IMPACT OF INTEREST RATE MOVEMENTS
Substantially all of the loans of the Group and part of the bonds issued by the Group bear a
variable interest rate, connected or swapped to EURIBOR. Increases in interest rates generally
increase the Group’s financing costs. However, as of 31 December 2021, 94% of the Group’s
borrowings were either based on fixed interest rate or hedged against interest rate fluctuations,
mainly through interest rate swaps and cap transactions.
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, leading to higher
valuations of the Group’s existing investment portfolio. Conversely, increased interest rates
generally adversely affect the valuation of the Group’s properties, resulting in recognition of
impairment that could negatively affect the Group’s income.
Historically, EURIBOR rates have decreased significantly, changing from 1.343% as of 2
January 2012 to -0.570% as 3 January 2022 (EURIBOR for three-month deposits) (for details
91
see the graph below). However, with the increased inflation over 2021 and expected further
hikes in the following years the interest rates may also increase.
The graph presents EURIBOR for three-month deposits for the period between 2012 2022.
IMPACT OF FOREIGN EXCHANGE RATE MOVEMENTS
For year ended 31 December 2021 and 31 December 2020, 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 the Group operates in are an essential factor as
the credit facilities obtained may be denominated in either euro or local currencies.
The Group presents its financial statements in euro, its operations, however, are based locally
in Poland, Romania, Hungary, Croatia, Serbia, and Bulgaria. The Group receives the vast
majority of its revenue from rent denominated in euro, however, it receives a certain portion of
its income and incurs most of its costs (including the vast majority of its selling expenses and
administrative expenses) in local currencies, including the Polish zlotys, Bulgarian levas,
Croatian kunas, Hungarian forints, Romanian leis, 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 zlotys, and (ii) the interest on the bonds issued by the
Group in Hungarian forints. The exchange rates between local currencies and the euro have
historically fluctuated. The Group hedges its foreign exchange exposure.
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.
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IMPACT OF INFLATION
The COVID-19 outbreak in Europe has led governments to implement rescue packages, as
well as supporting monetary policies by the European Central Bank to moderate the economic
impact of the pandemic which have a direct or indirect impact on household consumption and
thus consumer price indices. Increase of price of energy and services significantly influences
the inflation rate.
The Group’s financial results are linked to the consumer price index as on one hand its rental
revenue is indexed to the European CPI and on the other hand part of its debt is based on
floating interest rate, which also may fluctuate as a result of the inflation. Although as of 31
December 2021, 94% of its debt is based on fixed rate on hedged against interest rate
fluctuations so the exposure to the changes in interest rate is limited.
Additionally, the Group operates shopping malls and part of its rent (approximately 3% of total
revenues from rental activity in 2021) is based on the tenant’s turnover. Tenants’ turnover
might These factors may have an impact on the Group’s operations and financial results.
According to Eurostat, the Euro area annual inflation was 5.0% in December 2021 and is
expected to further grow. The graph below presents below the Harmonised Index of Consumer
Prices (HICP) in countries which Group’s operate and the Euro area. The main index reference
period currently used is 2015.
* definition differs (see metadata at https://ec.europa.eu/eurostat/web/hicp/overview)
Source: https://ec.europa.eu/eurostat/databrowser/view/tec00118/settings_1/table?lang=en,
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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 the issue of the
bonds, proceeds from bank loans, loans extended by their holding companies. 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.
The unstable geopolitical situation may have negative impact on the cost and availability of the
financing. Finally, the availability and cost of financing may impact the Group’s development
dynamics and the Group’s net profit.
5.2 Specific factors affecting financial and operating results
COVID-19
The COVID-19 pandemic has triggered a wave of substantial adverse effects on the global
economy. The lockdowns brought a large part of the world’s economic activity to an
unparalleled standstill: consumers stayed home, companies lost revenue, and terminated
employees which, consequently, led to a rise in unemployment. Rescue packages by
national governments and the EU, as well as supporting monetary policies by the European
Central Bank have been implemented to moderate the economic impact of the pandemic.
During 2020 and 2021, the economic disruptions caused by the COVID-19 virus and the
increased market uncertainty combined with increased volatility in the financial markets led to
a decrease in rental revenues, a decrease in the Company assets’ values, as well as impacted
on the Company’s compliance with financial covenants.
CLOSING AND REOPENING OF THE GROUP’S SHOPPING CENTRES
Following the outbreak of the COVID-19 pandemic, the authorities in many of the markets the
Group operates in, imposed restrictions on the opening of its shopping centres. Except for
select “essential” retailers, or those able to offer curb side pickup or fulfil delivery orders from
the store. The tenants in the Group’s centres were unable to trade between three up to five
months during 2020 subject to each country’s restriction and around and average of three
months during 2021(only in the period between January and May 2021). Measures taken by
the government affected and may continue to affect our business, however the potential future
impact may be limited as more and more countries, including Poland, have lifted all of the
restrictions.
RENT DISCOUNTS AND COLLECTION
In several countries of our operations, governments adopted tenant support packages, such
as a rental payments holiday in Poland for the period of lockdown or rent support through
subsidizing part of any rental discounts. Upon the re-opening of its shopping centres, the
Group engaged tenants in discussions about collecting rent and service charges as well as
the terms of any support by the Group. The Group implemented multi-pronged measures to
support tenants and encourage consumer spending, such as reducing rent, allowing rent
payment in instalments, waiving late payment interest and service charges.
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The Group has agreed to rental holidays or discounts in certain cases which together with
levied rental rate payment in Poland during the lockdown of shopping centres had a negative
impact of €14,700 on the Group’s operating margin in the year ended 31 December 2020. The
impact on gross margin for the year ended 31 December 2021 was significantly lower and
amounted to €10,500.
The amendment to the Act on special solutions connected with prevention, counteraction and
combating of COVID-19 and other infectious diseases and caused by them crisis situations
(art. 15ze), which regulates the relations between tenants and landlords regarding settlements
for the period of lockdowns (introducing a new settlement between tenants and landlords in
which tenants will pay 20% of the rent in the lockdown period and 50% for the three months
following the lockdown) came into force in Poland on 23 July 2021. Based on the
Management’s assessment the impact of the new regulation on prior periods will be immaterial.
The new law provides a roadmap for any future lockdowns and as a result could significantly
impact the Group’s revenue derived from shopping malls located in Poland in case of any
potential lockdowns are implemented. However, as the date of this financial statement the risk
of potential lockdowns in Poland is limited as the country has lifted all of its COVID-19 related
restrictions.
VALUATION OF INVESTMENT PROPERTIES
The increased uncertainty and increased volatility in the financial markets had negatively
affected the investment properties of the Group during 2020 and might have an effect in the
future asset valuations, as well as impact on the Company’s compliance with financial
covenants.
Notwithstanding the above, as of 31 December 2021, the Company received valuations from
its external appraisers and there are no significant differences in the value or properties as
compared to values as of 31 December 2020.
While the exact effect of the coronavirus is unknown and unknowable, it is clear that it may
pose substantial risks of reduction of income, increasing yields, increasing collection costs,
and FX volatility.
LIQUIDITY POSITION
During the COVID-19 pandemic, the Group took immediate steps to preserve its strong liquidity
position in light of the uncertain impact of the pandemic. These steps included cost and CAPEX
measures, as well as the decision to retain profit for the year ended 31 December 2019 in the
Company as well as recommendation to suspend dividend for the year ended 31 December
2020. As of 31 December 2021, the Group holds cash in the amount of EUR 87,468. The
Group runs stress tests, which indicated that the going concern assumption remains valid for
at least 12 months from the financial statement publication date.
The Group is continuously assessing the situation and undertakes mitigating steps to reduce
the impact that may be caused by the adverse market situation.
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In May 2021, the Group signed a preliminary agreement to sell its office properties in Belgrade.
The transaction was completed on 12 January 2022 and the free cash generated from this
disposal (before tax payment) was EUR 134,277.
In December 2021, the Company increased its capital in the way of issuance of 88,700,000
ordinary O series shares. The registration of those shares by Krajowy Depozyt Papierów
Wartościowych S.A. (i.e. the Polish National Depository for Securities) took place on 26
January 2022 and the Company received 120,295 capital injection from its shareholders.
OTHER
In April 2021, the Group commenced construction of GTC X, an office building in Belgrade.
There was a number of events that took place in the year ended 31 December 2021, which
had an impact on the financial results of the Group, including entering into new loan
agreements totalling 171,000, in particular:
a loan with Santander Bank Polska in the amount of 19,700 for the refinancing of the
loan with PKO BP with the outstanding amount of 19,200 related to Pixel;
a loan with Santander Bank Polska in the amount of 19,300 for the refinancing of the
loan with ING with the outstanding amount of 18,900 related to project Francuska
Office Centre;
a loan with OTP Bank in the amount of 80,000 of which 58,000 is credit obligation
related to the acquired company and 22,000 is top-up for the financing of Ericsson
Headquarter Office Building and the evosoft Hungary Headquarter Office Building
a loan with Erste Bank in the amount of €25,000 for financing the acquisition of Vaci
Greens D office building;
a loan with Erste Bank in the amount of 10,800 for funding of the acquisition of
Hegyvidék Retail and Office Centre;
a loan with Erste Bank in the amount of 16,200 for financing the acquisition of.V188.
Additionally, the Group issued 10-year green bonds with the total nominal value of 53,800
denominated in HUF and 5-year unsecured green bonds with the total nominal value of
€500,000 denominated in EUR. The proceeds from the bonds were used to refinance the
existing project loans following the change in the Group’s financial policy from secured debt to
predominantly unsecured debt. As a result the following loans, totalling €480,800 were repaid:
a loan with Intesa Bank in the entire outstanding amount of 58,300 for Ada Mall
project;
a loan with CIB bank in the entire outstanding amount of €13,000 for GTC Metro project;
a loan with Bank Polska Kasa Opieki S.A. and Commercial Bank of China (Europe)
S.A. in the entire outstanding amount of €174,100 for Galeria Północna project;
a loan with Santander Bank Polska S.A. in the entire outstanding amount of €41,600
for Korona Office Complex project;
96
a loan with UniCredit bank in the entire outstanding amount of €41,100 for Advance
Business Center project;
a loan with Erste Bank in the entire outstanding amount of €62,000 for City Gate project;
a loan with Alpha bank in the entire outstanding amount of €13,800 for Premium
projects;
a loan with Erste Bank in the entire outstanding amount of €23,500 for Matrix project,
and
a loan with OTP Bank in the entire outstanding amount of €53,400 for Mall of Sofia
project.
The Group repaid bonds issued under ISIN code PLGTC0000276 with the original nominal
value of 20,494 at its maturity and prepaid a loan with Erste Group Bank AG,
Raiffeisenlandesbank Niederosterreich-Wien AG in the amount of 5,000 related to Galeria
Jurajska and a loan with Banca Transilvania S.A in the entire outstanding amount of €3,600
for Cascade project
During the course of the year ended 31 December 2021, the Group heavily invested into the
income-generating properties as well as landbank for future use. Total investment was
€276,237 and mainly included:
an acquisition of Ericsson Headquarter Office Building and the evosoft Hungary
Headquarter Office Building, two Class A office buildings for the consideration of
€160,300;
an acquisition of Váci Greens D office building for the total consideration is €51,000;
an acquisition of a land plot in Sofia with area of 2,417 sq m for a total amount of €4,700;
an acquisition of Hegyvidék Retail and Office Centre in Budapest for the total
consideration of €21,000. The mixed-used retail and office asset consists of
approximately 6,400 sq. m;
an acquisition of V188 office building in Budapest for the total consideration of €31,200;
an acquisition of Forest Offices, a 24,000 sq m class A office building in Debrecen, the
second-largest city in Hungary, for consideration of €46,700;
an acquisition of a land plot in the CBD of Budapest of 3,750 sqm for the total
consideration of €12,800. The site has potential residential development of
approximately 17,000 sq m.;
an acquisition of an existing office building for a future refurbishment with a GLA of
3,600 sq m for consideration of €10,800. The office building is located in the CBD of
Budapest.
97
5.3 Presentation of differences between achieved financial results and published
forecasts
The Group did not publish forecasts for 2021.
5.4 Statement of financial position
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; (iii) investment property
landplots, and (iv) right of use.
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.
BLOCKED DEPOSITS
Short-term blocked, and long-term blocked 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 rate 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 the financial
position depends on their maturity. For derivatives that do not qualify for hedge accounting,
98
any gains 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.
5.4.2 Financial position as of 31 December 2021 compared to 31 December 2020
ASSETS
Total assets increased by €362,992 (15%) to €2,843,749 as of 31 December 2021 from
€2,480,757 as of 31 December 2020.
The value of investment property increased by €115,532 (5%) to €2,240,660 as of 31
December 2021 from €2,125,128 as of 31 December 2020, mainly due to an investment of
€406,716 mostly into the acquisition of new income generating properties in Hungary (5 office
buildings and one mixed-use retail and office asset), investment into assets under construction
and acquisition of landbank in Bulgaria partially offset by reclassification of Serbian office
buildings and landbank in Croatia totalling €271,839 to assets held for sale, net loss from
revaluation and impairment of assets of 11,471 and reclassification of land plot in Romania
of €5,500 to residential landbank.
The value of residential landbank increased by €16,908 (168%) to €27,002 as of 31 December
2021 from €10,094 as of 31 December 2020, mainly due to an investment of €13,300 into the
acquisition of a new land plot in Hungary and reclassification of a land plot in Romania of
€5,500 from investment property to residential landbank. The increase was partially offset by
the reclassification of another land plot in Romania of €2,153 to assets held for sale.
The value of assets held for sale increased by €290,421 to €292,001 as of 31 December 2021
from €1,580 as of 31 December 2020, mainly as a result of the reclassification of Serbian
entities (incl. real estate assets, cash and deposits, and other assets) of €287,816 and a
residential land plots in Romania and Croatia of €3,505 to assets held for sale following signing
preliminary sale-purchase agreements.
The value of blocked deposits (incl. short-term) decreased by €12,994 (34%) to €25,419 as of
31 December 2021 from 38,413 as of 31 December 2020, mainly as a result of reclassification
of blocked deposits to assets held for sale of 5,936, following the reclassification of Serbian
entities to assets held for sale combined with a release of blocked deposits related to bank
loans which were fully repaid as of 31 December 2021.
The value of receivables from shareholders increased to €123,425 as of 31 December
2021from €0 as at 31 December 2020, following an increase of the Company capital in the
way of issuance of 88,700,000 ordinary O series shares in December 2021.
The value of prepayments and deferred expenses sale increased by €7,911 (220%) to €11,515
as of 31 December 2021 from €3,604 as of 31 December 2020, mainly as a result of significant
advances to constructioning companies related to the development activity.
99
The value of cash and cash equivalents decreased by €184,528 (68%) to €87,468 as of 31
December 2021 from €271,996 as of 31 December 2020, mainly as a result of the acquisition
of assets and investment into assets under construction (net of loans) of €244,600 combined
with early repayment of loans and final repayment of bonds in the total amount of €524,750,
partially offset by the bond issue with the value of €551,623.
LIABILITIES
The value of loans and bonds increased by €38,159 (3%) to €1,299,451 as of 31 December
2021 from €1,261,292 as of 31 December 2020. This increase comes mainly from the bonds
issued with the value of €551,623, new loans related to acquisitions in Hungary of €132,000,
refinancing of existing loans of 39,000, and drawdown of loans for projects under construction
of €37,100 partially offset by repayment of existing loans of €564,829 combined with
repayment of bonds of €20,494 and the reclassification of loans related to the disposal of office
properties in Serbia to liabilities related to assets held for sale of €141,952.
The value of liabilities held for sale increased to €154,831as 31 December 2021from €0 as at
31 December 2020. This increase comes mainly from the reclassification of liabilities related
to the disposal of office properties in Serbia to liabilities related to assets held for sale.
The value of lease liability (incl. current portion of lease liabilities) decreased by €4,089 (9%)
to €38,965 as of 31 December 2021 from €43,054 as of 31 December 2020, mainly due to the
reclassification of lease liabilities related to the disposal of office properties in Serbia to
liabilities related to assets held for sale in the total value of €3,724.
The value of derivatives liabilities increased by €22,164 (115%) to €41,424 as of 31 December
2021 from €19,260 as of 31 December 2020, mainly due to the new cross-currency swap for
bonds in HUF partially offset by early settlement of hedge contracts related to loans repaid
before the maturity date and reclassification of derivatives related to the loans of assets held
for sale to liabilities related to assets held for sale.
The value of provision for deferred tax liability increased by €6,915 (5%) to €140,145 as of 31
December 2021 from €133,230 as of 31 December 2020, mainly due to the recognition of
deferred tax liabilities new assets in Hungary.
The value of trade payables and provisions increased by €3,793 (14%) to €31,092 as of 31
December 2021 from €27,299 as of 31 December 2020, mainly due to provision for share
issuance costs of 2,100 and payables and provisions related to investment activities partially
offset by reclassification of liabilities related to assets held for sale of €2,100.
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EQUITY
The value of unregistered share capital increase increased to €120,295 as of 31 December
2021from €0 as at 31 December 2020, following increase of the Company capital in the way
of issuance of 88,700,000 ordinary O series shares in December 2021 and waiting for the
registration of the capital increase by National Court Register (Krajowy Rejestr Sądowy).
The value of accumulated profit increased by €41,651 (9%) to €501,704 as of 31 December
2021 from 460,053 as of 31 December 2020, following recognition of profit for the period
in the amount of €42,736.
The value of hedge reserve increased by €18,973 (159%) to €30,903 as of 31 December 2021
from €11,930 as of 31 December 2020, mainly due to the revaluation of the new cross-currency
swap for bonds in HUF.
The value of equity increased by €142,841 (15%) to €1,116,989 as of 31 December 2021 from
€974,148 as of 31 December 2020 mainly due to recognition of unregistered share capital
increase of 120,295 and an increase in accumulated profit by €41,651, following recognition
of profit during the period, partially offset by an increase in value of hedge reserve by €18,973.
5.5 Consolidated income statement
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.
COST OF OPERATIONS
Costs of operations consist of:
service costs, which consist of all the costs related to the management services
provided to the individual tenants within the Group’s properties — service costs
should be covered by service income.
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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 an 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
102
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 gains or
losses arising from changes in the 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 are generally subject to real estate transfer tax and/or VAT.
5.5.2 Comparison of financial results for the year ended 31 December 2021 with
the result for the corresponding period of 2020
REVENUES FROM RENTAL ACTIVITY
Rental and service revenues increased by €11,830 (7%) to 171,951 in the year ended 31
December 2021 compared to €160,121 in the year ended 31 December 2020. The Group
recognized an increase in rental revenues following acquisition of income generating
properties and the completion of Green Heart, Advance Business Center and Matrix in the
amount of 14,800. The increase was partially offset by a decrease in rental revenues following
the sale of Spiral in the fourth quarter of 2020 of €3,470.
COST OF RENTAL ACTIVITY
Service cost increased by €2,829 (7%) to €44,356 in the year ended 31 December 2021 as
compared to €41,527 in the year ended 31 December 2020. The Group recognized an
increase in service costs following acquisition of income generating properties and completion
of Green Heart, Advance Business Center, Matrix of €4,200. The increase was partially offset
by a decrease in the service costs due to the sale of Spiral in the fourth quarter of 2020 of
800.
GROSS MARGIN FROM OPERATIONS
Gross margin (profit) from operations increased by €9,001 (8%) to €127,595 in the year ended
31 December 2021 as compared to €118,594 in the year ended 31 December 2020, mainly
resulting from an increase in the rental revenues due to acquisitions and completion of
properties, partially offset by a loss in rental and service revenues due to the sale of Spiral.
The gross margin on rental activities in the year ended 31 December 2021 was 74% compared
to 74% in the year ended 31 December 2020.
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ADMINISTRATION EXPENSES
Administration expenses (before provision for the share-based program) increased by €1,532
(12%) to €13,713 in the year ended 31 December 2021 from €12,181 in the year ended 31
December 2020 mainly due to an increase in the remuneration expenses in the amount of
€606 and an increase in legal, tax, IT services and other advisory expenses in the amount of
€401. Mark-to-market of the share-based program resulted in the share-based provision of
€432 in the year ended 31 December 2021 compared to a reversal of the provision of €469
recognized in the year ended 31 December 2020. The above factors resulted in an increase
of administration expenses of €2,433 (21%) to €14,145 in the year ended 31 December 2021
from €11,712 in the year ended 31 December 2020.
LOSS FROM THE REVALUATION/IMPAIRMENT OF ASSETS
Net loss from the revaluation/impairment of the assets amounted to €12,867 in the year ended
31 December 2021, compared to a net loss of €142,721 in the year ended 31 December 2020.
Net loss from the revaluation of the investment properties reflects mainly capital expenditure
invested on the existing investment properties, partially offset by profit from the revaluation of
assets acquired in Hungary.
OTHER INCOME / (EXPENSES), NET
Other income (net of other expenses) amounted to €370 in the year ended 31 December 2021,
compared to expenses of €846 in the year ended 31 December 2020.
FOREIGN EXCHANGE GAIN (LOSS), NET
Foreign exchange differences gain amounted to €196 in year ended 31 December 2021,
compared to a foreign exchange loss of €2,951 in the year ended 31 December 2020. The
significant foreign exchange difference loss in the year ended 31 December 2020 related to
the substantial devaluation of local currencies to the Euro following the COVID-19 outburst.
FINANCE INCOME
Finance income amounted to €304 in the year ended 31 December 2021 as compared to €331
in the year ended 31 December 2020.
FINANCE COST
Finance cost increased by €8,037 to €43,281 in the year ended 31 December 2021 as
compared to €35,244 in the year ended 31 December 2020, mainly due to the one-off costs
related to early repayments of loans of 5,102 (cash payments) and release of corresponding
deferred issuance debt expenses of 2,500 (non-cash). The weighted average interest rate
(including hedges) as of 31 December 2021 was 2.16%.
PROFIT / (LOSS) BEFORE TAX
Profit before tax was €56,520 in the year ended 31 December 2021, compared to a loss before
tax of €75,856 in the year ended 31 December 2020. This mainly resulted from increased
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margin from operations following acquisitions and completions of income generating properties
by €9,001 combined with lower loss from revaluation/impairment of assets by €129,854. The
increase was partially offset by higher finance cost by €8,037.
TAXATION
Tax amounted to €13,784 in the year ended 31 December 2021, compared to a tax benefit of
€4,995 in the year ended 31 December 2020. Taxation consists mainly of 5,656 of current
tax expenses and €8,128 of deferred tax.
NET PROFIT / (LOSS)
Net profit amounted to €42,736 in the year ended 31 December 2021, compared to a net loss
of €70,861 in the year ended 31 December 2020. This mainly resulted from a strong operating
performance combined with lower loss from revaluation/impairment of assets by €129,854,
partially offset by an increase in finance cost by €8,037 and recognition of tax expenses of
€13,784.
SEGMENTAL ANALYSIS
The chart below presents rental income by sector in the year ended 31 December 2021:
The operating segments are aggregated into reportable segments, taking into consideration
the nature of the business, operating markets, and other factors. GTC operates in six core
markets: Poland, Hungary, Bucharest, Belgrade, Sofia, and Zagreb. Segment Hungary
includes Budapest and Debrecen, in the financial statements for 2020 only Budapest.
Year ended
31 December 2021
Year ended
31 December 2020
Rental income from office sector
117,315
108,537
Rental income from retail sector
54,636
51,584
TOTAL
171,951
160,121
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Operating segments are divided into geographical zones, which have common characteristics
and reflect the nature of management reporting structure:
a. Poland
b. Belgrade
c. Hungary
d. Bucharest
e. Zagreb
f. Sofia
g. Other (including Luxembourg)
The table below presents segment analysis of rental income and costs for the year ended 31
December 2021 and31 December 2020:
Year ended
31 December 2021
Year ended
31 December 2020
Portfolio
Revenues
Costs
Gross
margin
Revenues
Costs
Gross
margin
Poland
63,818
(17,959)
45,859
65,227
(19,218)
46,009
Belgrade
33,555
(8,139)
25,416
33,806
(8,485)
25,321
Hungary
33,691
(7,762)
25,929
21,926
(4,900)
17,026
Bucharest
15,019
(3,100)
11,919
17,229
(2,969)
14,260
Zagreb
13,225
(4,209)
9,016
11,004
(3,684)
7,320
Sofia
12,643
(3,187)
9,456
10,929
(2,271)
8,658
Total
171,951
(44,356)
127,595
160,121
(41,527)
118,594
The chart below presents gross margin by country in the year ended 31 December 2021:
106
The table below presents segment analysis of assets and liabilities as of 31 December 2021:
Real
estate
Cash
and
deposits
Other
Total
assets
Loans,
bonds
and
leases
Deferred
tax
liability
Other
Total
liabilities
Poland
898,827
43,450
7,456
949,733
299,946
59,706
15,244
374,896
Belgrade
381,875
18,702
3,861
404,438
146,093
3,000
9,156
158,249
Hungary (*)
699,036
28,207
15,302
742,545
267,243
20,057
11,269
298,569
Bucharest
187,047
10,745
1,249
199,041
15,406
13,062
3,925
32,393
Zagreb
163,020
6,243
11,385
180,648
43,704
16,992
4,271
64,967
Sofia
190,516
4,477
1,589
196,582
31
8,528
3,147
11,706
Other
29,835
464
-
30,299
-
-
-
-
Non
allocated(**)
-
15,700
124,763
140,463
722,410
21,800
41,770
785,980
Total
2,550,156
127,988
165,605
2,843,749
1,494,833
143,145
88,782
1,726,760
(*) Includes assets held for sale and liabilities related to assets held for sale. For details please refer to note 32 in consolidated
financial statements for year 2021.
(**) In other assets are presented receivables from shareholders in the amount of 123,425. Loans, bonds and leases comprise
mainly of bonds issued by GTC S.A., GTC Hungary and GTC Aurora Luxembourg S.A.
The chart below presents real estate by country in the year ended 31 December 2021:
107
The table below presents segment analysis of assets and liabilities as of 31 December 2020:
Real
estate
Cash
and
deposits
Other
Total
assets
Loans,
bonds
and
leases
Deferred
tax
liability
Other
Total
liabilities
Poland
906,313
44,939
3,872
955,124
532,127
59,536
14,005
605,668
Belgrade
370,123
13,316
3,711
387,150
211,497
10,373
8,628
230,498
Hungary
321,704
149,239
4,680
475,623
223,862
12,240
17,617
253,719
Bucharest
197,247
13,527
1,119
211,893
104,974
11,816
3,103
119,893
Zagreb
159,319
5,905
12,305
177,529
67,142
16,728
4,383
88,253
Sofia
179,109
11,609
1,087
191,805
93,212
8,337
6,850
108,399
Other
9,521
17
18
9,556
-
-
1,141
1,141
Non
allocated
-
71,857
220
72,077
78,370
14,200
6,468
99,038
Total
2,143,336
310,409
27,012
2,480,757
1,311,184
133,230
62,195
1,506,609
5.6 Consolidated cash flow statement
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.
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 bonds, 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 short-term deposit rates if those
108
are positive. All cash is deposited in banks. All cash and cash equivalents are available for use
by the Group.
5.6.2 Cash flow analysis
The table below presents an extract of the cash flow for the period of year ended on 31
December 2021 and 2020:
FY ended 31 December
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash from operating activities
106,427
100,325
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditure on investment property and property, plant and
equipment
(92,784)
(78,528)
Purchase of completed assets and land, residential landbank
and minority
(276,237)
(21,468)
Decrease in short term deposits designated for investment
1,150
5,923
Sale of investment property or subsidiary
595
64,569
Advances received for assets held for sale
1,210
-
VAT/tax on purchase/sale of investment property
(614)
953
Interest received
28
55
Net cash used in investing activities
(366,652)
(30,298)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
706,070
286,807
Repayment of long-term borrowings
(585,323)
(224,293)
Interest paid and other financing breaking fees
(32,786)
(32,068)
Repayment of a lease liability
(516)
(162)
Loans origination payment
(8,147)
(1,983)
Dividend paid to non-controlling interest
(300)
(420)
Decrease/(Increase) in short term deposits
5,908
(168)
Net cash from /(used) in financing activities
84,906
27,713
Net foreign exchange difference
(44)
(5,380)
Net increase/ (decrease) in cash and cash equivalents
(175,363)
92,360
Cash and cash equivalents at the beginning of
the period
271,996
179,636
Cash at banks and on hand
87,468
271,996
Cash at banks related to assets held for sale
9,165
-
Cash and cash equivalents at the end of the period
96,633
271,996
Net cash flow from operating activities increased to €106,427 in the year ended 31 December
2021 from €100,325 in the year ended 31 December 2020. The increase resulted from
increased property base following acquisitions and completions of income generating
109
properties as well as the fact that the lockdowns in the year ended 31 December 2021
compared to the previous year were shorter and allowed to recognize higher funds from
operation from the retail activity.
Net cash flow used in investing activities amounted to €366,652 in the year ended 31
December 2021 compared to €30,298 used in the year ended 31 December 2020. Cash flow
used in investing activities is mainly composed of expenditure on investment properties and
land, and residential landbank of €369,021 related to acquisitions of new assets and
investment in assets under construction (Pillar, GTC X and Sofia Tower 2).
Net cash flow from financing activities amounted to €84,906 in the year ended 31 December
2021, compared to €27,713 of cash flow from financing activities in the year ended 31
December 2020. Cash flow from financing activities mainly composed of (i) proceeds from
long-term borrowings of €706,070 that are related mainly to the bonds issued with the total
value of €551,623, loans related to assets under construction of €37,100, and new loans
related to the newly acquired properties, (ii) repayment of long-term borrowings of €585,323
related mainly to early repayment of loans of €504,000, settlement of maturing bonds of
20,494, as well as amortization of existing loans of €21,600 and (iii) interest paid and other
financing breaking fees in the amount of €32,786.
Cash and cash equivalents (including assets held for sale related to the disposal of office
properties in Serbia) as of 31 December 2021 amounted to €96,633 compared to €271,996 as
of 31 December 2020. The Group keeps its cash in the form of current accounts and bank
deposits.
5.7 Future liquidity and capital resources
As of 31 December 2021, the Group believes that its cash balances, proceeds from the capital
increase conducted in December 2021, cash generated from sale of Serbian entities on 12
January 2022, cash generated from leasing activities of its investment properties, and cash
available under its existing and future loan facilities will fund its needs.
The Group endeavours to manage all its liabilities efficiently and is constantly reviewing its
funding plans related to (i) the development and acquisition of commercial properties, (ii) debt
servicing of its existing assets portfolio, and (iii) CAPEX. Such funding is sourced through
available cash, operating income, and refinancing.
As of 31 December 2021, the Group’s non-current liabilities amounted to €1,487,683
compared to €1,274,363 as of 31 December 2020.
The Group’s total debt from long and short-term loans and borrowings as of 31 December
2021 amounted to €1,441,403, including loans related to assets held for sale of €141,952 (net
of deferred issuance debt expenses) as compared to €1,261,292 as of 31 December 2020.
The weighted average interest rate (including hedges) as of 31 December 2021 was 2.16%.
The Group’s liabilities held for sale amounted to 154,831 as of 31 December 2021 compared
to €0 as of 31 December 2020.
110
The Group’s loans and borrowings are mainly denominated in Euro. Debt in other currencies
includes bonds (series maturing in 2022-2023) in PLN and green bonds issued by Hungarian
subsidiary in HUF (series maturing in 2027-2031), which are hedged through cross currency
interest rate swaps following the hedging policy of the Group.
The Group’s net loan-to-value ratio amounted to 52.5% as of 31 December 2021, compared
to 45.2% as of 31 December 2020. The increase results from the significant acquisitions of
cash-generating assets performed during the year 2021. The Group’s net loan-to-value is
expected to decrease as a result of the disposal in Serbia and the capital increase (see Item
4.2 Main events of 2021). The Group's net loan-to-value ratio as of 31 December 2021 adjusted
for the sale of the office income-generating portfolio in Belgrade and capital increase is
42.0%. The Group’s long-term strategy is to keep its loan-to-value ratio at a level of 40%;
however, in case of acquisitions, the Company may deviate temporarily.
As of 31 December 2021, 94% of the Group’s loans (by value) were based on the fixed interest
rate or hedged against interest fluctuations, mainly through interest rate swaps and cap
transactions.
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 the issue of the
bonds, proceeds from bank loans, loans extended by their holding companies. 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 and 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 projects, proceeds from bonds issued by the Company,
and proceeds from asset disposals.
Concerning the COVID-19 outbreak, the Management has prepared and analyzed the cash
flow budget based on certain hypothetical defensive assumptions to assess the
reasonableness of the going concern assumption given the current developments on the
market. This analysis assumed certain loan repayment acceleration, negative impact on NOI,
as well as other offsetting measures, which the Management may take to mitigate the risks,
including deferring the development activity and dividend pay-out.
Based on Management’s analysis, the current cash liquidity of the Company, and the budget
assumptions, Management concluded that there is no material uncertainty as to the
Company’s ability to continue as a going concern in the foreseeable future i.e., at least in the
next 12 months. Management notes that it is difficult to predict the ultimate short, medium, and
long-term impact of the macroeconomic conditions on the financial markets and the
Company’s activities, but the expected impact may be significant. Accordingly, Management
conclusions will be updated and may change from time to time.
111
More information regarding the impact of the COVID-19 outbreak is presented in the
consolidated financial statements for the year ended 31 December 2021 in Note 38 COVID-
19.
6. Information on the use of proceeds from the issuance of shares and bonds
On 7 December 2020, GTC Hungary Real Estate Development Company Pltd. issued 10 years
green bonds with the total nominal value of €110,000 denominated in HUF to finance real
estate acquisition, redevelopment and construction projects as well as refinance existing debt
by the issuer and guarantor (or other members of the guarantor’s group). The bonds are fully
and irrevocable guaranteed by the Company and were issued at yield of 2.33%. with an annual
fixed coupon of 2.25%. The bonds are amortized 10% a year starting on the 7
th
year with the
70% of the value paid at the maturity on 7 December 2030 (see current report no 32/2020).
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company issued 10-year green bonds with a total nominal value of €53,800
denominated in HUF to finance real estate acquisitions, redevelopment, and constructions of
eligible projects. The bonds are fully, and irrevocable guaranteed by the Company and were
issued at a yield of 2.68% with an annual fixed coupon of 2.6%. The bonds are amortized 10%
a year starting on the 7th year, with 70% of the value paid at the maturity on 17 March 2031.
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company,
issued 5-year unsecured green bonds with the total nominal value of €500,000 denominated
in EUR to primarily refinance existing secured debt on its projects whose activities meet the
eligibility criteria detailed in the GTC's Green Bond Framework, as well as for general corporate
purposes. The bonds are guaranteed by the Company and were issued at a yield of 2.375%
with an annual fixed coupon of 2.25%. The bonds are paid at maturity on 23 June 2026 (see
current report no 10/2021).
Net proceeds from the issuance of the above mentioned green bonds were €659,800, out of
which the net proceeds that are allocated for acquisition, redevelopment, and construction of
real estate projects which meet recognized green building standards, such as BREEAM (Very
good and above) and LEED (Gold and above) in line with Group’s Green Bonds Framework
as well as refinance existing debt are €610,400 while the remaining amount was allocated to
general corporate purposes, as per the GTC Aurora Luxemburg S.A. prospectus.
As of 31 December 2021, all proceeds from the issuance of the bonds were allocated.
In December 2021, the Company increased its capital in the way of issuance of 88,700,000
ordinary O series shares. Net proceeds from the issuance of the above mentioned shares were
received in January 2022 and will be allocated in 2022.
112
7. Information on loans granted with a particular emphasis on related entities
As of 31 December 2021, the Group does not have any long-term loans granted to its
associates or joint ventures.
8. Information on granted and received guarantees with a particular emphasis on
guarantees granted to related entities
In March 2021, the Company guaranteed bonds issued by GTC Hungary Real Estate
Development Company Pltd with the total nominal value of €53,800 nominated in HUF.
In June 2021, the Company guaranteed bonds issued by GTC Aurora Luxembourg S.A with
the total nominal value of €500,000 nominated in EUR.
As of 31 December 2021 and 31 December 2020, there were no guarantees given to third
parties. As at 31 December 2020, the guarantees granted amounted to €0.
Additionally, the Company gave typical warranties in connection with the sale of its assets
under the sale agreements and construction completion and cost-overruns guarantee to
secure construction loans. The risk involved in the above warranties and guarantees is very
low.
In the normal course of business activities, the Group receives guarantees from the majority
of its tenants to secure the rental payments on the leased space.
9. Off balance liabilities
COMMITMENTS
As of 31 December 2021 (and as of 31 December 2020), the Group had commitments
contracted for in relation to future building construction without specified date, amounting to
29,700 (€40,000 as of 31 December 2020). These commitments are expected to be financed
from available cash and current financing facilities, other external financing or future
instalments under already contracted sale agreements and yet to be contracted sale
agreements.
GUARANTEES
As of 31 December 2021 and 31 December 2020 there were no guarantees given to third
parties.
Additionally, the Company gave typical warranties in connection with the sale of its assets
under the sale agreements and construction completion and cost-overruns guarantee to
secure construction loans. The risk involved in the above warranties and guarantees is very
low.
113
CROATIA
In relation to the Marlera Golf project in Croatia, part of the land is held on a lease basis from
the State. There is furthermore a Consortium agreement with the Ministry of Tourism of Croatia
(Ministry) which includes a deadline for the completion of a golf course that has expired in
2014. If the deadline is not met, then the Ministry has the right to terminate the Consortium
agreement which might automatically trigger the termination of the Land Acquisition
Agreements, as well as collateral activation and damages claims. Prior to 2014, the Company
has taken active steps to achieve an extension of the period for completing the project. In
February 2014, the Company received a draft amendment from the Ministry expressing its
good faith and intentions to prolong the abovementioned timeline however, the amendment
was not formalized since then. Since formalization of the amendment is not at the sole
discretion of the Group, the Management has decided to revalue the freehold asset in
assuming no development of the golf course project. Furthermore, as a prudential measure,
the Management has also written off the related collateral in the amount of €1,000 provided to
the Ministry as a guarantee for completing the golf course. As of 31 December 2021 the book
value of the investment in Marlera Golf project was assessed by an independent valuer at
€6,800.
10. Major investments, local and foreign (securities, financial instruments,
intangible assets, real estate), including capital investments outside the Group
and its financing method
The Group does not have any major local or foreign investments other than direct investments
in real estate properties designated for development or through companies that hold such real
estate.
11. Information on risk management
The Group’s principal financial instruments comprise bank and shareholders’ loans, bonds,
hedging instruments, trade payables, and other long-term financial liabilities. The main
purpose of these financial instruments is to finance the Group’s operations. The Group has
various financial assets such as trade receivables, loans granted, derivatives, cash and short-
term deposits.
The main risks arising from the Group’s financial instruments are cash flow interest risk,
liquidity risk, foreign currency risk and credit risk.
INTEREST RATE RISK
The Group exposure to changes in interest rates that are not offset by hedge relates primarily
to the Group's long-term debt obligations and loans granted.
114
The Group’s policy is to obtain finance bearing variable interest rates. To manage the interest
rate risk in a cost-efficient manner, the Group enters into interest rate swaps, swap currency
or cap transactions.
The majority of the Group’s loans are nominated or swapped into Euro.
As of 31 December 2021, 94% of the Group’s borrowings are hedged (as of 31 December
2020 95%).
A 50bp increase in EURIBOR rate would lead to €486 change in result before tax.
FOREIGN CURRENCY RISK
The Group enters into transactions in currencies other than the Group's functional currency.
Therefore, it hedges the currency risk by either matching the currency of the inflow, outflow
and cash and cash equivalent with that of the expenditures.
Exchange rates as of 31 December 2021 and 2020 were as following:
31 December 2021 31 December 2020
PLN/EUR 4.5994 4.6148
HUF/EUR 369.01 365.13
The table below presents the sensitivity of profit (loss) before tax due to changes in foreign
exchange rates:
2021
2020
PLN/Euro
PLN/Euro
Rate/Percentage
of change
5.0593
(+10%)
4.8294
(+5%)
4.3694
(-5%)
4.1395
(-10%)
5.0763
(+10%)
4.8455
(+5%)
4.3841
(-5%)
4.1533
(-10%)
Cash and blocked
deposits
(3,709)
(1,855)
1,855
3,709
(4,303)
(2,151)
2,151
4,303
Trade and other
receivables
(1,006)
(503)
503
1,006
(353)
(176)
176
353
Trade and other
payables
1,608
804
(804)
(1,608)
1,052
526
(526)
(1,052)
Land leases
3,107
1,553
(1,553)
(3,107)
3,172
1,586
(1,586)
(3,172)
The Group does not see any currency risk related to bonds denominated in PLN and HUF.
Exposure to other currencies and other positions in the statement of financial position is not
material.
CREDIT RISK
Credit risk is the risk that a party to a financial instrument will fail to discharge an obligation.
To manage this risk, the Group periodically assesses the financial viability of its customers.
The Group does not expect any counter parties to fail in meeting their obligations. The Group
115
has no significant concentration of credit risk with any single counterparty or Group
counterparties.
With respect to trade receivables and other receivables that are neither impaired nor past due,
there are no indications as of the reporting date that those will not meet their payment
obligations.
With respect to credit risk arising from the other financial assets of the Group, which comprise
cash and cash equivalents, and blocked deposits, the Group’s exposure to credit risk equals
the carrying amount of these instruments.
The maximum exposure to credit risk as of the reporting date is the full amount presented.
There are no material financial assets as of the reporting dates, which are overdue and not
impaired. There are no significant financial assets impaired.
LIQUIDITY RISK
As of 31 December 2021, the Group holds cash and cash equivalents (as defined in IFRS) in
the amount of approximately 87,000. As described above, the Group attempts to efficiently
manage all its liabilities and is currently reviewing its funding plans related to: (i) debt servicing
of its existing assets portfolio; (ii) capex; and (iii) development of commercial properties. Such
funding will be sourced through available cash, operating income, sales of assets and
refinancing. The management board believes that based on its current assumptions, the Group
will be able to settle all its liabilities for at least the next twelve months.
Repayments of long-term debt and interest are scheduled as follows (Euro million)
(the amounts are not discounted):
31 December
2021
31 December
2020
First year
127*
218
Second year
148
211
Third year
99
204
Fourth year
144
272
Fifth year
821
155
Thereafter
236
292
Total
1,575
1,352
(*) Including EUR 54m liabilities related to assets held for sale
The above table does not contain payments relating to the market value of derivative
instruments. The Group hedges significant parts of the interest risk related to floating interests
rate with derivative instruments. Management plans to refinance some of the repayment
amounts.
All derivative instruments mature within 1-10 years from the balance sheet date.
116
Maturity dates of current financial liabilities as of 31 December 2021 were as following:
Total
Overdue
Up to a
month
1-3 months
3 months
1 year
Trade payables and
provisions
31,092
521
6,476
17,386
6,709
Current portion of long-
term borrowing
44,337
-
-
3,824
40,512
VAT and other taxes
payables
2,222
-
2,222
-
-
Deposits from tenants
1,932
-
161
483
1,288
Current portion of lease
liabilities
198
-
21
127
50
Income tax payable
1,000
-
156
-
844
Derivatives
2,681
-
-
654
2,027
Total
83,462
521
9,036
22,475
51,429
Maturity dates of current financial liabilities as of 31 December 2020 were as following:
Total
Overdue
Up to a
month
1-3 months
3 months
1 year
Trade payables and
provisions
27,299
-
6,289
5,905
15,105
Current portion of long-
term borrowing
193,425
-
19,284
49,874
124,267
VAT and other taxes
payables
1,551
-
1,551
-
-
Deposits from tenants
1,790
-
149
448
1,193
Current portion of lease
liabilities
163
-
-
41
122
Income tax payable
4,220
-
76
11
4,133
Derivatives
3,365
-
-
841
2,524
Total
231,813
-
27,349
57,120
147,344
FAIR VALUE
As of 31 December 2021, 91% of all bank loans bears floating interest rate (100% as of 31
December 2020). However, as of 31 December 2021, 94% of these loans are hedged (95%
as of 31 December 2020). The fair value of the loans which is related to the floating component
of the interest equals to the market rate
Fair value of all other financial assets/liabilities is close to the carrying value.
For the fair value of investment property, please refer to note 17 of the Consolidated Financial
Statements for the year ended 31 December 2021.
117
FAIR VALUE HIERARCHY
As of 31 December 2021 and 2020, the Group held several hedge instruments carried at fair
value in the statement of financial position.
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities,
Level 2: other techniques for which all inputs which have a significant effect on the recorded
fair value are observable, either directly or indirectly,
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that
are not based on observable market data.
Valuations of hedges are considered as level 2 fair value measurements. During the year
ended 31 December 2021 and 31 December 2020, there were no transfers among Level 1,
Level 2 and Level 3 fair value measurements.
PRICE RISK
The Group is exposed to fluctuations in the real estate markets in which it operates. These can
have an effect on the Group’s results (due to changes in the market rent rates and in occupancy
of the leased properties).
Further risks are described in Item 3 Key risk factors of this report.
CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to provide for operational and
value growth while prudently managing the capital and maintaining healthy capital ratios in
order to support its business and maximise shareholder value.
The Group manages its capital structure and adjusts it to dynamic economic conditions. While
observing the capital structure, the Group decides on leverage policy, loans raising and
repayments, investment or divestment of assets, dividend policy, and capital raise, if needed.
No changes were made in the objectives, policies, or processes during the years ended
31 December 2021 and 31 December 2020.
The Group monitors its gearing ratio, which is Gross Project and Corporate Debt less Cash &
Deposits, (as defined in IFRS) divided by its real estate investment value. The Group’s long-
term strategy is to keep its loan-to-value ratio (“LTV”) at a level of 40 per cent., however in
case of acquisitions the Company may deviate temporarily.. As of 31 December 2021, LTV
was temporary deviated. However, in January 2022 LTV improved significantly (decrease
below 50%) as a result of disposal of Serbian entities in Serbia and cash received from share
capital increase.
118
31 December 2021
31 December 2020
(1) Loans, net of cash and deposits (*)
1,315,395
949,192
(2) Investment properties (exc. land leases),
residential landbank, assets held for sale and
buildings for own use
2,506,778
2,099,300
LTV [(1)/(2)]
52.5%
45.2%
(*) Excluding loans from non-controlling interest and deferred issuance debt expense, but including loans related to
assets held for sale.
12. Remuneration policy and human resources management
12.1 Remuneration policy
On 27 August 2020, the general meeting approved a Remuneration Policy of the Group. The
Remuneration Policy governs the remuneration of the management and supervisory board
members.
REMUNERATION OF THE MANAGEMENT BOARD
In accordance with the Remuneration Policy, the remuneration of the members of the
management board is determined by the supervisory board and is set at a level appropriate to
the roles assigned to individual persons and related responsibilities and takes into account the
performance of any additional functions, qualifications and professional experience, the current
market and economic situation, as well as the Company’s financial and operational situation
and needs.
Members of the management board are entitled to the following components of remuneration:
(i) fixed remuneration; (ii) variable remuneration and related payouts; (iii) Phantom shares or
other incentive programs either based on the Company’s shares or the movement of prices of
these shares to be established in the future by the general meeting or the supervisory board;
(iv) compensation for compliance with the non-compete clause; and (v) a severance payment
related to the termination of the legal relationship with the Company.
With respect to the variable components of remuneration, as defined in the Remuneration
Policy, it is designed to be motivational and to reward the members of the management board
for fulfilling their roles, discharging their responsibilities and delivering superior results.
Variable remuneration targets and the related payouts reflect a range of expected levels of
performance. Members of the management board may be entitled to Annual Performance
Bonus if they achieve the minimum level of the set targets in the given financial year. The
Annual Performance Bonus should amount to a particular percentage or part of the maximum
bonus amount, as specified in the contract with a particular member of the management board,
depending on the level of achievement of the set targets. The Annual Performance Bonus
awarded to members of the management board is determined by the supervisory board.
119
The Annual Performance Bonus is paid after the approval of the annual financial statements
by the supervisory board of the Company. As of the date of this Report, the Annual
Performance Bonus for 2021 has not yet been paid.
Moreover, the management board members may receive and have received in 2020 additional
benefits, such as: (i) private medical care, including for family members; and (ii) the use of
company cars, company telephones and other electronic devices for private purposes and the
covering of their costs.
The members of the management board may also receive compensation for compliance with
the non-compete clause following the end of an engagement; however, the Company has
exercised its right to withdraw from such non-compete obligations and such compensation has
not been paid to the former members of the management board.
During the 2021 financial year, and in line with the Company’s approved Policy regarding the
remuneration of the management board members, management board members received a
base fixed remuneration as well as variable elements of the remuneration in accordance with
the relevant contract concluded with the Company or other entity from the Company’s capital
group. The establishment of a link between the management board member's remuneration in
a form of Phantom Shares and the increase in the Company's share prices aligns such
members’ personal interest with the interests of the shareholders. The implementation of the
Company’s strategy and commitment to long-term interests should have a positive impact on
the Company’s share prices, which in turn should translate into higher remuneration of the
management board members. In addition, it also increases the motivation of management
board members and facilitates in the Company retaining them and, as such, contributes to the
stability of the Company.
REMUNERATION OF THE SUPERVISORY BOARD
Members of the supervisory board are entitled only to monthly fixed remuneration for
performing their functions, or if performing additional functions in a separate committee(s), they
are entitled to additional monthly fixed remuneration. The amount of the above-mentioned
remuneration is determined by the general meeting. There are no performance-based variable
components of remuneration or financial or non-financial benefits awarded to members of the
supervisory board.
In 2021, there were changes in the composition of the supervisory board. The remuneration
paid to the supervisory board members was granted and paid in compliance with the
Remuneration Policy as the supervisory board members were granted only fixed remuneration
for holding a position on the board and, in some cases, additional remuneration for performing
additional functions in a separate committee(s) of the supervisory board.
12.2 Incentive system
The Company has a remuneration and incentive system that consists of a bonus for meeting
specific goals or objectives set by the management board or supervisory board (as the case
may be) or achieving special achievements. The Company’s management board members
key managers are also incentivized by participation in Phantom Shares program, according to
which a certain number of phantom shares is vested to the employee once a year.
120
The Phantom Shares grant to the entitled persons a right for a settlement from the Group in
the amount equal to the difference between the average closing price for the Company’s
shares on the Warsaw Stock Exchange during the 30-day period prior to the date of delivery
to the Company of the exercise notice, and settlement price (“strike”) amount per share
(adjustable for dividend). The Phantom Shares are not securities convertible or exchangeable
into shares in the Company, in particular, they are not options on such shares. The Phantom
Shares are merely a means of calculation of deferred variable compensation of the entitled
persons, which depends on the future market price of the shares on the regulated market.
The company uses binomial model to evaluate the fair value of the phantom shares. The input
data includes the date of valuation, strike price, and expiry date.
The Phantom shares (as presented in below mentioned table) have been accounted for based
on future cash settlement.
Strike (PLN)
Blocked
Vested
Total
6.03
-
827,416
827,416
6.11
-
100,000
100,000
6.23
2,891,000
1,292,100
4,183,100
6.31
-
250,000
250,000
Total
2,891,000
2,469,516
5,360,516
As at 31 December 2021 phantom shares issued were as follows:
Last year of exercise date
Number of phantom
shares
2023
5,006,516
2025
354,000
Total
5,360,516
As of 31 December 2020 phantom shares issued were as follows:
Last year of exercise date
Number of phantom
shares
2021
500,000
2022
220,000
2023
4,426,200
Total
5,146,200
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The number of phantom shares were changed as follows:
Number of phantom shares as of 1 January 2021
5,146,200
Granted during the period
1,139,316
Expired
(875,000)
Exercised during the year
(50,000)
Number of phantom shares as of 31 December 2021
5,360,516
12.2.1.1 Phantom Shares program control system
Granting Phantom Shares to members of the management board and setting their condition is
reviewed and approved by the Remuneration Committee and the supervisory board and is in
accordance with the Remuneration Policy.
Remuneration to other key personnel is set by the management board.
12.3 Agreements concluded between GTC and management board members
The Company has concluded agreements with its members of the board, providing for their
basic compensation, performance-related bonus, participation in the Phantom Share program,
severance payment in the case of their dismissal. Furthermore, the agreements contain a non-
competition clause and confidentiality clause.
12.4 Evaluation of the remuneration policy for the realization of its objectives
The remuneration policy is consistent with the shareholders' target to have a long-term
increase in shareholder value. Furthermore, it aims to provide stability in managing the
Company and carrying out its policies by attracting and retaining highly skilled employees
across the organization and operation countries of the Company. Such goals guarantee
motivation for quality work and the good attitude of employees, stable financial results, in the
long run, sound and effective risk management, supporting the implementation of the business
strategy, and the reduction of conflict of interest.
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12.5 Remuneration of the Members of the management board and supervisory
board
MANAGEMENT BOARD
The following table presents the remuneration of the members of the management board
as of 31 December 2021 for the 12 months ended 31 December 2021:
Name
Periods
Fixed
remuneration¹ (€)
(not in thousand)
Variable
remuneration¹
(€)
(not in
thousand)
Vested
Phantom
Shares
(not in
thousand)
Yovav Carmi
1 January - 31
December 2021
344,600
200,000
295,000
Ariel Ferstman
1 January - 31
December 2021
215,832
200,000
236,000
Gyula Nagy
1 January - 31
December 2021
36,000
10,000
-
Robert Snow
1 January 28
October 2021
329,573
494,000
250,000
¹ Remuneration (or fees to entities in which the holder is key personnel) consists of payment for 2021 and
success fee amounts paid for present and the past year in addition to Group’s Phantom Shares program
exercised during 2021, as detailed in Item 12.2. Phantom shares. Fixed remuneration includes fringe benefits.
During 2021, the following changes in the composition of the management board took place:
on 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to
terminate his appointment as a member to the management board of the Company and
other subsidiaries of the Company. The resignation was approved by the supervisory
board on 28 October 2021 (see current report no 16/2021 and 17/2021);
on 13 December 2021, the supervisory board of the Company appointed Pedja
Petronijevic to the management board of the Company (Chief Development Officer)
effective as of 15 January 2022 and János Gárdai to the management board of the
Company (Chief Operating Officer) effective as of 1 February 2022. (see current report
no 18/2021).
123
SUPERVISORY BOARD
The following table presents the remuneration of the members of the supervisory board as
of 31 December 2021 for the 12 months ended 31 December 2021:
Name
Periods
Remuneration
(€)
(not in thousand)
Zoltán Fekete
1 January - 31 December 2021
24,959
János Péter Bartha
1 January - 31 December 2021
23,646
Lóránt Dudás
1 January - 31 December 2021
21,019
Balázs Figura
1 January - 31 December 2021
21,019
Mariusz Grendowicz
1 January - 31 December 2021
26,273
Marcin Murawski
1 January - 31 December 2021
27,587
Bálint Szécsényi
1 January - 31 December 2021
21,019
Ryszard Wawryniewicz
1 January - 30 December 2021
21,019
Daniel Obajtek
30 December - 31 December 2021
-
During 2021, the following changes in the composition of the supervisory board took place:
on 29 June 2021 Otwarty Fundusz Emerytalny PZU Złota Jesień” represented by
Powszechne Towarzystwo Emerytalne PZU S.A. re-appointed Ryszard Wawryniewicz
as a member of the supervisory board of the Company for a three-year term in office,
effective as of 29 June 2021 (see current report no 14/2021);
on 30 December 2021 Otwarty Fundusz Emerytalny PZU „Złota Jesień” represented
by Powszechne Towarzystwo Emerytalne PZU S.A. dismisses Ryszard Wawryniewicz
and appoints Daniel Obajtek as a member of the supervisory board of the Company for
a three-year term in office, starting as of 30 December 2021 (see current report no
24/2021).
124
12.6 Number of employees
As of 31 December 2021 and 2020, the number of full time equivalent working in the Group
companies was 211 and 209, respectively.
12.7 Training policy
The Company offers its employees various forms to raise professional qualifications. The key
strategic training and workshops are conducted by external companies. Such training
opportunities focus mainly on market and product knowledge, marketing, processes, and IT
applications competencies, asset management, legal, tax, and accounting. The Company
believes that such training is increasing the employee’s commitment to the performance of
business tasks, improving his/her skills, and maintaining high customer service quality.
12.8 Information on any liabilities arising from pension and similar benefits for
former members of the management board and the supervisory board
There are no liabilities arising from pension and similar benefits for former members of the
management board and the supervisory board.
13. 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 of the date of publication of this annual report, and changes in their
holdings since the date of publication of the Group’s last financial report (interim report for the
three and nine-month period ended 30 September 2021) on 16 November 2021.
125
The information included in the table is based on information received from members of the
management board.
Management board member
Balance as of
5 April 2022
(not in
thousand)
The nominal
value of shares
in PLN
(not in
thousand)
Change since
16 November
2021
(not in
thousand)
Zoltán Fekete¹
0
0
No change
Yovav Carmi ²
13,659
1,366
No change
Ariel Ferstman
5,240
524
No change
Gyula Nagy ³
0
0
No change
Robert Snow
0
0
No change
János Gárdai ⁵
0
0
No change
Pedja Petronijevic
0
0
No change
Total
18,899
1,890
¹ Change since 17 March 2022
² Balance as of 14 January 2022
³ Balance as of 28 January 2022
Balance as of 28 October 2021
Change since 1 February 2022
Change since 15 January 2022
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 of the date of publication of this annual report, and changes in their holdings
since the date of publication of the Group’s last financial report (interim report for the three and
nine-month period ended 30 September 2021) on 16 November 2021.
126
The information included in the table is based on information received from members of the
supervisory board.
Members of supervisory board
Balance as of
5 April 2022
(not in
thousand)
The nominal
value of shares
in PLN
(not in thousand)
Change since
16 November
2021
Zoltán Fekete¹
0
0
No change
János Péter Bartha
0
0
No change
Lóránt Dudás
0
0
No change
Balázs Figura
0
0
No change
Mariusz Grendowicz
13,348
1,335
No change
Marcin Murawski
0
0
No change
Bálint Szécsényi
0
0
No change
Ryszard Wawryniewicz²
0
0
No change
Daniel Obajtek³
0
0
No change
Gyula Nagy
0
0
No change
Total
13,348
1,335
¹ Balance as of 11 March 2022
² Balance as of 30 December 2021
³ Change since 30 December 2021
⁴ Change since 11 March 2022
14. Transactions with related parties concluded on terms other than market terms
The Group presents information on the material transactions that the Company, or its
subsidiaries, concluded with a related party in the consolidated financial statements for the
financial year ended 31 December 2021 in Note 35 Related Party Transactions.
In 2021 the Group did not conduct any material transactions with the related parties that are
not based on arm’s length basis.
In 2021 Group acquired several assets for the total consideration of 173,500 from a company
related to the majority shareholder of the Company. All transactions were concluded on market
terms. For further details please see Item 4.2 Main events of 2021.
127
15. Information on signed and terminated loan agreements within a given year
On 8 January 2021, the Group signed a loan agreement with Santander Bank Polska in the
amount of €19,700 for the refinancing of the loan with PKO BP with the outstanding amount of
€19,200 related to Pixel. The loan will expire on 22 January 2026.
On 8 January 2021, the Group signed a a loan agreement with Santander Bank Polska in the
amount of €19,300 for the refinancing of the loan with ING with the outstanding amount of
€18,900 related to project Francuska Office Centre. The loan will expire on 22 January 2026.
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company issued 10-year green bonds with a total nominal value of 53,800
denominated in HUF to finance real estate acquisitions, redevelopment, and constructions of
eligible projects. The bonds are fully, and irrevocable guaranteed by the Company and were
issued at a yield of 2.68% with an annual fixed coupon of 2.6%. The bonds are amortized 10%
a year starting on the 7th year, with 70% of the value paid at the maturity on 17 March 2031.
On 17 March 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, entered into cross-currency interest swap agreements with two
different banks to hedge the total green bonds liability against foreign exchange fluctuations.
The green bonds were fixed to the Euro, and the fixed annual coupon was swapped for an
average annual interest fixed rate of 0.93%.
On 19 March 2021, the Group signed a prolongation of the loan agreement with Erste Group
Bank AG regarding City Gate project for additional five years. On 30 June 2021, the Group
repaid loan in the entire outstanding amount of €62,000.
On 18 March 2021, the Group signed a waiver letter with Erste Group Bank AG,
Raiffeisenlandesbank Niederosterreich-Wien AG, regarding Galeria Jurajska shopping mall,
according to which the DSCR covenant was waived until the end of September 2022 and a
prepayment of 5,000 was made at the end of March 2021.
On 19 March 2021, the Group and Intesa Bank signed a restated loan agreement related to
Ada Mall project, whereby the existing loan in the amount of 58,300 was early prepaid by 31
March 2021 in the amount of €29,000 and the margin reduced from 3.15% to 2.9%. On 28
September 2021, the Group repaid a loan with Intesa Bank in the entire outstanding amount
of €29,300 for Ada Mall project.
On 1 April 2021, the Group signed a loan agreement prolongation with Berlin Hyp Bank
regarding Corius building, for additional five years. The loan will expire on 31 March 2026.
On 30 April 2021, the Group signed a loan agreement with Erste Bank in the amount of €25,000
for financing the acquisition of Vaci Greens D office building. The loan will expire on 30 April
2026.
On 12 May 2021, the Group signed a loan agreement with OTP Bank in the amount of €80,000
of which €58,000 is credit obligation related to the acquired company and €22,000 is top-up
for the financing of Ericsson Headquarter Office Building and the evosoft Hungary Headquarter
Office Building. The loan will expire on 3 June 2026.
128
On 7 May 2021, the Group signed a prolongation of the loan agreement with Pekao S.A
regarding Sterlinga Business Centre project, for additional five years. The loan will expire on
30 June 2026.
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company,
issued 5-year unsecured green bonds with the total nominal value of €500,000 denominated
in EUR to primarily refinance existing secured debt on its projects whose activities meet the
eligibility criteria detailed in the GTC's Green Bond Framework, as well as for general corporate
purposes. The bonds are guaranteed by the Company and were issued at a yield of 2.375%
with an annual fixed coupon of 2.25%. The bonds are paid at maturity on 23 June 2026.
On 30 June 2021, the Group signed a loan agreement with Erste Bank in the amount of
€10,800 for funding of the acquisition of Hegyvidék Retail and Office Centre. The loan will
expire on 30 June 2026.
On 30 June 2021, the Group signed a loan agreement with Erste Bank in the amount of
€16,200 for financing the acquisition of V188. The loan will expire on 30 June 2026.
On 29 October 2021, the Company signed the first unsecured revolving credit facility
agreement in the amount of €75,000 with a club of four different banks.
On 29 December 2021, the Group, signed a prolongation for the existing credit facility for
another five years with Zagrebačka banka regarding Avenue Mall and Avenue Centre, Zagreb.
The new prolonged loan shall bear a fixed interest of 1.9% and the outstanding amount of
42,500 shall be paid as a balloon at the maturity date. The final maturity of the loan is
extended till 30 December 2026.
On 8 January 2021, the Group the Group repaid a loan with PKO BP in the entire outstanding
amount of €19,200 related to Pixel project.
On 8 January 2021, the Group the Group repaid a loan with ING in the entire outstanding
amount of €18,900 related to Francuska Office Centre project.
On 5 March 2021, GTC S.A. repaid all bonds issued under ISIN code PLGTC0000276 (full
redemption). The original nominal value was 20,494.
On 25 June 2021, the Group repaid a loan with CIB bank in the entire outstanding amount of
€13,000 for GTC Metro project.
On 30 June 2021, the Group repaid a loan with Bank Polska Kasa Opieki S.A. and Commercial
Bank of China (Europe) S.A. in the entire outstanding amount of €174,100 for Galeria Północna
project.
On 30 June 2021, the Group repaid a loan with Santander Bank Polska S.A. in the entire
outstanding amount of €41,600 for Korona Office Complex project.
On 30 June 2021, the Group repaid a loan with UniCredit bank in the entire outstanding amount
of €41,100 for Advance Business Center project.
On 30 June 2021, the Group repaid a loan with Alpha bank the entire outstanding amount of
€13,800 for Premium projects.
129
On 30 June 2021, the Group repaid a loan with Erste Bank the entire outstanding amount of
€23,500 for Matrix project.
On 15 July 2021, the Group repaid a loan with Banca Transilvania S.A the entire outstanding
amount of €3,600 for Cascade project.
On 31 August 2021, the Group repaid a loan with OTP Bank the entire outstanding amount of
€53,400 for Mall of Sofia project.
All signed in year 2021 loan agreements are denominated in Euro and interest is based on
margin plus Euribor. The Group pays interest on its long term debt and bonds on weighted
average 2.16% p.a.
16. Information on contracts of which the Company is aware of (including those
concluded after the balance sheet date) which could result in a change in the
shareholding structure in the future
On 19 February 2022, the Company received notification from GTC Dutch Holdings B.V. with
its registered office in Amsterdam, the Netherlands (the “Seller”, GTC Dutch) and Icona
Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central
European Investments with its registered office in Luxembourg, Grand Duchy of Luxembourg
(the “Buyer”. “Icona) that the Seller and the Buyer entered into a preliminary share purchase
agreement relating to the acquisition by the Buyer from the Seller of 15.7% of the shares in the
Company. However, pursuant to the notification, the Buyer and the Seller agreed that the
sharholders’ agreement will constitute an acting in concert agreement within the meaning of
Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 on
Public Offerings and the Conditions for the Introduction of Financial Instruments to the
Organised Trading System and Public Companies (the “Act on Public Offering”) on joint policy
towards the Company and exercising of voting rights on selected matters in an agreed manner.
Also, pursuant to the assignment agreement, the Buyer will, among others, transfer to the
Seller its voting rights attached to the Shares and grant the power of attorney to exercise voting
rights attached to the shares. The assignment agreement expires in case either call or put
option under the call and put option agreement is exercised and/or in case of a material default
under the transaction documentation (“Transation”). On 1 March 2022, the company received
notification that the Transaction was completed, and the Buyer acquired 15.7% of the shares
in the Company.
As a result of execution of the Transaction, Icona holds 90,176,000 ordinary bearer shares in
the Company which constitute 15.7% of total votes at GTC's general meeting, with reservations
that (i) all the Buyer’s Voting Rights (as defined below) were transferred to the Seller and that
(ii) Buyer granted the Power of Attorney to Icona Voting Rights to the Seller.
As a result of execution of the Transaction GTC Holding rtkörüen Müködö Részvénytársaság
(“GTC Holding Zrt”) holds jointly 269,352,880 shares of the Company, entitling to 269,352,880
votes in the Company, representing 46.9% of the share capital of the Company and carrying
the right to 46.9% of the total number of votes in the Company, including:
130
directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the
Company, representing 3.8% of the share capital of the Company and carrying the right
to 3.8% of the total number of votes in the Company; and
indirectly (i.e. through GTC Dutch) holds 247,461,591 shares of the Company, entitling
to 247,461,591 votes in the Company, representing 43.1% of the share capital of the
Company and carrying the right to 43.1% of the total number of votes in the Company.
In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch, the Icona’s Voting
Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to 15.7% of the
total number of votes in the Company.
Since 1 March 2022, GTC Holding Zrt, GTC Dutch and Icona are acting in concert based on
the agreement concerning joint policy towards the Company and exercising of voting rights on
selected matters at the general meeting of the Company in an agreed.
17. Proceedings before a court or public authority involving Globe Trade Centre SA
or its subsidiaries the total value of the liabilities or claims is material
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 is
material.
18. Material contracts signed during the year, including insurance contracts and co-
operation contracts
On 18 March 2021, Erste Group Bank AG, Raiffeisenlandesbank Niederosterreich-Wien AG,
and GTC CTWA Sp. z o.o., a wholly-owned subsidiary of the Company, operating Galeria
Jurajska shopping mall, signed a waiver letter, according to which the DSCR covenant was
waived until the end of September 2022 and a prepayment of €5,000 was made at the end of
March 2021 (see current report no 2/2021).
On 12 May 2021, GTC Hungary Real Estate Development Company Pltd., a wholly-owned
subsidiary of the Company, acquired 100% holding of Winmark Ingatlanfejlesztő Kft
(“Winmark”), which owns the Ericsson Headquarter Office Building and the evosoft Hungary
Headquarter Office Building two class A office buildings in Budapest from WING Real Estate
Group for a consideration of €160,300, which was financed partially by a bank facility in the
amount of €80,000. (see current report no 4/2021).
On 21 May 2021, Group.signed a sale and purchase agreement, concerning the sale of the
entire share capital of Serbian subsidiaries: Atlas Centar d.o.o. Beograd (“Atlas Centar”),
Demo Invest d.o.o. Novi Beograd (“Demo Invest”), GTC BBC d.o.o. (“BBC”), GTC Business
Park d.o.o. Beograd (“Business Park”), GTC Medjunarodni Razvoj Nekretnina d.o.o. Beograd
(“GTC MRN”) and Commercial and Residential Ventures d.o.o. Beograd (“CRV”). The
131
purchase price under the Agreement shall be calculated on an enterprise value basis, based
on a property value of aggregate 267,600. The transaction was successfully closed on 12
January 2022. Group has received an amount of 134,400 net proceeds before tax (see
current report no 5/2021).
On 23 June 2021, GTC Aurora Luxembourg S.A., a wholly-owned subsidiary of the Company,
issued 5-year unsecured green bonds with the total nominal value of €500,000 denominated
in EUR to primarily refinance existing secured debt on its projects whose activities meet the
eligibility criteria detailed in the GTC's Green Bond Framework, as well as for general corporate
purposes. The bonds are guaranteed by the Company and were issued at a yield of 2.375%
with an annual fixed coupon of 2.25%. The bonds are paid at maturity on 23 June 2026 ( see
current report no 10/2021).
On 30 June 2021, Centrum Światowida Sp. z o.o., a wholly-owned subsidiary of the
Company, repaid the full outstanding amount of the loan with Bank Polska Kasa Opieki S.A.
and Commercial Bank of China (Europe) S.A. in the total amount of €174,100 ( see current
report no 15/2021).
19. Agreements with an entity certified to execute an audit of the financial
statements
In April 2020, the Company entered into an agreement with BDO spółka z ograniczoną
odpowiedzialnością sp. k., with headquarters located in Warsaw, Postępu 12 Street („BDO”),
for performance of the audit of the standalone financial statements of Globe Trade Centre S.A.
and the consolidated financial statements of Globe Trade Centre Group for the financial year
ended 31 December 2020 and 2021. Additionally to that agreement, the Group entered into
various agreements with BDO in the countries of the relevant Group’s subsidiaries.
The independent external auditor was selected by the resolution of the Company's supervisory
board dated 29 April 2020.
The following summary presents a list of services provided by BDO as well as remuneration
for the services in the periods of 12 months ended on 31 December 2021 and 31 December
2020.
For year ended
31 December
2021
31 December
2020
Fee for audit and review of financial statements
440
440
Other advisory services
41
-
Total
481
440
Globe Trade Centre S.A.
REPORT ON APPLICATION OF THE PRINCIPLES OF
CORPORATE GOVERNANCE
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021
2
TABLE OF CONTENTS
1. The principles of corporate governance to which the issuer is subject and the location
where the set of principles is publicly available..…………………………………….3
2. The principles of corporate governance that the issuer has waived, including the
reasons for such waiver……………………………...……………………………………3
3. The principal characteristics of the internal control and risk management systems used
with respect to the procedure of preparing financial statements and consolidated
financial statements…………………………………………….………………………..5
4. Shareholders who, directly or indirectly, have substantial shareholding, including the
number of shares held by them, the percentage share in the share capital, and the
number of votes attached to their shares in the overall number of votes at the general
meeting…………………………………………………………………………....……7
5. Holders of any securities that grant special rights of control, including a description of
such rights………………………………………………………………………………….9
6. Restrictions concerning the exercise of voting rights, such as restriction of the exercise
of voting rights by holders of any specific part or number of votes, time restrictions
concerning the exercise of voting rights or regulations whereunder, with the
co-operation of the Company, the equity rights related to the securities are separate
from holding securities………………………………..………………………………….10
7. Restrictions concerning the transfer of the ownership title to securities in Globe Trade
Centre S.A……………………………………………………………………….…………10
8. Rules concerning the appointment and dismissal of management and the rights thereof,
specifically the right to make decisions concerning the issuance and redemption of
shares………………………………………………………………………………….…..10
9. Overview of the procedure of amending the Company’s articles of
association……………………………………………………………………………..….11
10. The bylaws of the general meeting and its principal rights and description of rights of
shareholders and their exercise, in particular the rules resulting from the bylaws of the
general meeting, unless information on that scope results directly from the provisions
of law………………………………………………………………………………………11
11. Personnel composition and changes in the previous business year and description of
the functioning of the management, supervisory, or administrative bodies of the
Company and its committees……………………………… ………………………..13
12. Audit partner……………………………………………………………………………22
13. Diversity policy in terms of the management, supervisory, or administrative bodies
of the Company.…………………………………..……………………………………..24
3
1. The principles of corporate governance to which the issuer is subject and the
location where the set of principles is publicly available
In July 2007, the Council of the Warsaw Stock Exchange adopted a set of principles for the
corporate governance for joint-stock companies issuing shares, convertible bonds, or senior
bonds that are admitted to trading on the stock exchange (the WSE Best Practices”). The
WSE Best Practices have been amended several times since then and were brought in line with
recent legislative amendments, current international corporate governance trends, and the
expectations of market participants. The last amendment took place on 29 March 2021, when
the Warsaw Stock Exchange supervisory board adopted a resolution approving a new code of
corporate governance, “Best Practice of GPW Listed Companies 2021which came to force as
of 1 July 2021 and is a base for this report on the application of the principles of corporate
governance for the financial year ended 31 December 2021.
The content of the WSE Best Practices is publicly available on the website of the Warsaw
Stock Exchange dedicated to those issues at https://www.gpw.pl/best-practice2021
2. The principles of corporate governance that the issuer has waived, including the
reasons for such waiver
We strive to make every possible effort to employ the corporate governance principles set out
in the WSE Best Practices, and try to follow, in all areas of the Company’s business, all the
recommendations regarding best practices of Warsaw Stock Exchange Listed Companies and
all the recommendations directed to management boards, supervisory boards and
shareholders.
Additionally, to implement a transparent and effective information
policy, the Company provides fast and safe access to information
for shareholders, analysts and investors, employing both
traditional and modern technologies of publishing information
about the Company to the greatest extent possible.
Until 1 July 2021, under the WSE Best Practice Listed Companies 2016, the Company complied
with all the principles set by the Warsaw Stock Exchange. However, with the introduction of the
Best Practice of GPW Listed Companies 2021 as of 1 July 2021, the Company does not apply
with three principles as informed in its statement of compliance with the Best Practice of
GPW Listed Companies 2021, including:
We strive to make every
possible effort to employ
all corporate governance
principles
4
Section
Principle
Comments of the company:
1. Disclosure
policy, investor
communication
1.4.2
To ensure quality communications with
stakeholders, as a part of the business
strategy, companies publish on their
website information concerning the
framework of the strategy, measurable
goals, including in particular long-term
goals, planned activities and their status,
defined by measures, both financial and
non-financial. ESG information
concerning the strategy should among
others: present the equal pay index for
employees, defined as the percentage
difference between the average monthly
pay (including bonuses, awards and other
benefits) of women and men in the last
year, and present information about
actions taken to eliminate any pay gaps,
including a presentation of related
risks and the time horizon of the equality
target.
The current strategy of the
GTC Group does not contain
the elements indicated in
this rule. Still, the Company
will consider the possibility
of including them in the new
strategy being developed by
the Company in the future.
2. Management
board,
supervisory
board
2.1
Companies should have in place a
diversity policy applicable to the
management board and the supervisory
board, approved by the supervisory board
and the general meeting, respectively.
The diversity policy defines diversity goals
and criteria, among others including
gender, education, expertise, age,
professional experience, and specifies the
target dates and the monitoring systems
for such goals. With regard to gender
diversity of corporate bodies, the
participation of the minority group in each
body should be at least 30%.
The company does not plan
to formally adopt a diversity
policy towards the
management board and the
supervisory board as the
main criteria in selecting its
members are knowledge,
experience, personality
traits and education, and
not, for example, age or
gender.
5
2. Management
board,
supervisory
board
2.2
Decisions to elect members of the
management board or the supervisory
board of companies should ensure that
the composition of those bodies is diverse
by appointing persons ensuring diversity,
among others in order to achieve
the target minimum participation of the
minority group of at least 30% according
to the goals of the established
diversity policy referred to in principle 2.1.
The company does not plan
to formally adopt a diversity
policy towards the
management board and the
supervisory board as the
main criteria in selecting its
members are knowledge,
experience, personality
traits and education, and
not, for example, age or
gender.
3. The principal characteristics of the internal control and risk management
systems used with respect to the procedure of preparing financial statements
and consolidated financial statements
The management board is responsible for the Company’s internal control system and its
effectiveness in the process of preparing financial statements and interim reports prepared and
published in accordance with the provisions of the Decree of the Finance Minister of 29 March
2018 on current and interim information provided by issuers of securities and the conditions
for accepting, as equivalent, information required by the provisions of a country not being a
member state.
The Company draws on its employees’ extensive experience in the identification,
documentation, recording, and controlling of economic operations, including numerous control
procedures supported by modern information technologies used for the recording, processing,
and presentation of operational and financial data.
In order to ensure the accuracy and reliability of the accounts of the parent and subsidiary
companies, the Company applies a series of internal procedures in the area of transactional
control systems and processes resulting from the activities of the Company and the capital
group.
An important element of risk management, in relation to the financial reporting process, is
ongoing internal controls exercised by main accountants on the holding and subsidiaries level.
The budgetary control system is based on monthly and annual financial and operational
reporting. Financial results are monitored regularly.
6
One of the basic elements of control in the preparation of financial statements of the
Company and the Group is verification carried out by independent auditors. An auditor is
chosen from a group of reputable firms which guarantee a high standard of service and
independence. The supervisory board approves the choice of the auditor. The tasks of the
independent auditor include, in particular: a review of semi-annual stand-alone and
consolidated financial statements and an audit of annual stand-alone and consolidated
financial statements.
An auditor’s independence is fundamental to ensuring the accuracy of an audit of books. An
audit committee, appointed to the Company’s supervisory board, supervises the financial
reporting process in the Company, in co-operation with the independent auditor, who
participates in the audit committee meetings. The audit committee oversees the financial
reporting process in order to ensure sustainability, transparency, and integrity of financial
information. The audit committee includes one member of the supervisory board who meets
the independence criteria set out in the Best Practices of WSE Listed Companies. The audit
committee reports to the supervisory board.
Moreover, under Article 4a of the Act of 29 September 1994 on accounting, the duties of the
supervisory board include ensuring that the financial statements and the report of the
Company’s operations meet the requirements of the law, and the supervisory board carries
out this duty, using the powers under the law and the articles of association of the Company.
This is yet another level of control exercised by an independent body to ensure the accuracy
and reliability of the information presented in the separate and consolidated financial
statements.
7
4. Shareholders who, directly or indirectly, have substantial shareholding,
including the number of shares held by them, the percentage share in the share
capital, and the number of votes attached to their shares in the overall number
of votes at the general meeting
The following table presents the Company’s shareholders, who had no less than 5% of votes
at the general meeting of GTC S.A. shareholders, as of the date of 31 December 2021.
The table is prepared as of 31 December 2021 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
16 November
2021
(not in thousand)
GTC Dutch
Holdings B.V.
298,575,091
61.49%
298,575,091
61.49%
No change
GTC Holding
Zártkörüen Müködö
Részvénytársaság¹
21,891,289
4.51%
21,891,289
4.51%
No change
OFE PZU
Złota Jesień
41,714,000
8.59%
41,714,000
8.59%
Decrease by
300,802
AVIVA OFE
Aviva Santander
37,739,793
7.77%
37,739,793
7.77%
No change
Other shareholders
85,634,949
17.64%
85,634,949
17.64%
Increase by
300,802
Total
485,555,122
100.00%
485,555,122
100.00%
¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC
Holding Zártkörüen Müködö Részvénytársaság) holds 298,575,091 shares.
8
In December 2021, the Company increased its capital in the way of issuance of 88,700,000
ordinary O series shares. The registration of those shares by Krajowy Depozyt Papierów
Wartościowych S.A. (i.e. the Polish National Depository for Securities) took place on 26
January 2022 and resulted in change in the shareholding structure of GTC SA.
Additionally, on 19 February 2022, the Company received notification from GTC Dutch
Holdings B.V. with its registered office in Amsterdam, the Netherlands (the “Seller”) and Icona
Securitization Opportunities Group S.à r.l. acting on behalf of its compartment Central
European Investments with its registered office in Luxembourg, Grand Duchy of Luxembourg
(the “Buyer”, “Icona) that the Seller and the Buyer entered into a preliminary share purchase
agreement relating to the acquisition by the Buyer from the Seller of 15.7% of the shares in the
Company. However, pursuant to the notification, the Buyer and the Seller agreed that the
sharholders’ agreement will constitute an acting in concert agreement within the meaning of
Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 on
Public Offerings and the Conditions for the Introduction of Financial Instruments to the
Organised Trading System and Public Companies (the “Act on Public Offering”) on joint policy
towards the Company and exercising of voting rights on selected matters in an agreed manner.
Also, pursuant to the assignment agreement, the Buyer will, among others, transfer to the
Seller its voting rights attached to the Shares and grant the power of attorney to exercise voting
rights attached to the shares. The assignment agreement expires in case either call or put
option under the call and put option agreement is exercised and/or in case of a material default
under the transaction documentation. (“Transaction”) . On 1 March 2022, the company
received notification that the Transaction was completed, and the Buyer acquired 15.7% of the
shares in the Company (see current reports no 13/2022 and 15/2022).
As a result of execution of the Transaction, Buyer holds 90,176,000 ordinary bearer shares in
the Company which constitute 15.7% of total votes at GTC's general meeting, with reservations
that (i) all the Icona Voting Rights (as defined below) were transferred to the Seller and that (ii)
Icona granted the Power of Attorney to Buyer’s Voting Rights to the Seller.
As a result of execution of the Transaction GTC Holding Zrt holds jointly 269,352,880 shares
of the Company, entitling to 269,352,880 votes in the Company, representing 46.9% of the
share capital of the Company and carrying the right to 46.9% of the total number of votes in
the Company, including:
directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the
Company, representing 3.8% of the share capital of the Company and carrying the right
to 3.8% of the total number of votes in the Company; and
indirectly (i.e. through GTC Dutch) holds 247,461,591 shares of the Company, entitling
to 247,461,591 votes in the Company, representing 43.1% of the share capital of the
Company and carrying the right to 43.1% of the total number of votes in the Company.
In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch, the Buyer’s Voting
Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to 15.7% of the
total number of votes in the Company. (see current report no 17/2022 and 18/2022)
9
Since 1 March 2022, GTC Holding Zrt, GTC Dutch and Icona are acting in concert based on
the agreement concerning joint policy towards the Company and exercising of voting rights on
selected matters at the general meeting of the Company in an agreed manner. (see current
report no 19/2022)
The table is prepared based on information received directly from the shareholders or
subscription information, and presents shareholder structure as of the date of this report:
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
31 December
2021
(not in
thousand)
GTC Dutch
Holdings B.V.
247,461,591
43.10%
337,637,591
58.80%
Decrese by
51,113,500
Icona
Securitization
Opportunities
Group S.A R.L.²
90,176,000
15.70%
0
0%
Increase by
90,176,00
GTC Holding
Zártkörüen
Müködö
Részvénytársaság¹
21,891,289
3.81%
21,891,289
3.81%
No change
OFE PZU
Złota Jesień
49,874,400
8.69%
49,874,400
8.69%
Increase by
8,160,400
AVIVA OFE
Aviva Santander
47,239,793
8.23%
47,239,793
8.23%
Increase by
9,500,000
Other
shareholders
117,612,049
20.47%
117,612,049
20.47%
Increase by
31,977,100
Total
574,255,122
100.00%
574,255,122
100.00%
Increase by
88,700,000
¹ directly holds 21,891,289 shares and indirectly through GTC Dutch Holdings B.V. (100% subsidiary of GTC
Holding Zártkörüen Müködö Részvénytársaság) holds 337,637,591 shares.
² Icona Securitization Opportunities Group S.A R.L. holds directly 15.70% of the share capital of the Company
with reservations that all its voting rights were transferred to GTC Dutch Holdings B.V. and that Icona granted
the power of attorney to its voting rights to GTC Dutch Holdings B.V..
5. Holders of any securities that grant special rights of control, including a
description of such rights
There are no special rights of control that would be attached to any securities in Globe Trade
Centre S.A.
10
6. Restrictions concerning the exercise of voting rights, such as restriction of the
exercise of voting rights by holders of any specific part or number of votes, time
restrictions concerning the exercise of voting rights or regulations whereunder,
with the co-operation of the Company, the equity rights related to the securities
are separate from holding securities
There are no restrictions applicable to the exercise of voting rights such as restriction of the
exercise of voting rights by holders of any specific part or number of shares, any time
restrictions applicable to the exercise of voting rights or regulations whereunder, with the co-
operation of Globe Trade Centre S.A., the equity rights related to securities would be separate
from holding securities.
7. Restrictions concerning the transfer of the ownership title to securities in Globe
Trade Centre S.A.
There are no limitations of transfer of ownership title to securities, except for those limitations
that are resulting from the general provisions of the law, in particular contractual limitations
regarding the transfer of the ownership rights to the securities issued by the Company.
8. Rules concerning the appointment and dismissal of management and the rights
thereof, specifically the right to make decisions concerning the issuance and
redemption of shares.
Pursuant to Art. 10, the Company’s statute the management board consists of one to seven
members, appointed by the supervisory board for a three-year term.
Additionally, the supervisory board designates the president of the management board and
deputy thereof.
The management board of the Company is responsible for the Company’s day-to-day
management and for its representation in dealing with third parties. All issues related to the
Company’s operations are in the scope of activities of the management board unless they are
specified as the competence of the supervisory board or the general meeting by the provisions
of applicable law or the articles of association.
Members of the management board participate, in particular, in general meetings and
provide answers to questions asked during general meetings. Moreover, members of the
management board invited to a supervisory board meeting by the chairman of the
supervisory board participate in such meeting, with a right to voice their opinion on issues
on the agenda.
11
The general meeting takes decisions regarding the issuance or buying back of shares in the
Company. The competencies of the management board in the scope are limited to execution
of any resolutions adopted by the general meeting.
9. Overview of the procedure of amending the Company’s articles of association
A change to the Company’s articles of association requires a resolution of the general meeting
and an entry into the Court register. The general provisions of law and the articles of
association govern the procedure of adopting resolutions regarding changes to the articles of
association.
10. The bylaws of the general meeting and its principal rights and description of
rights of shareholders and their exercise, in particular the rules resulting from
the bylaws of the general meeting, unless information on that scope results
directly from the provisions of law
The general meeting acts pursuant to the provisions of the Polish Commercial Companies
Code and the articles of association.
The general meeting adopts resolutions regarding, in particular, the following issues:
a) discussion and approval of reports of the management board and the financial
statements for the previous year,
b) decision about allocation of profits or covering of debts,
c) signing off for the performance of duties for the supervisory board and the
management board,
d) determination of the supervisory board remuneration,
e) changes to the articles of association of the Company,
g) increase or decrease in the share capital,
h) merger or transformation of the Company,
i) dissolution or liquidation of the Company,
j) issuance of convertible or priority bonds,
k) sale or lease of the Company and the establishment of a right of use or sale of
the Company’s enterprise,
12
l) all decisions regarding claims for damages upon the establishment of the
Company, or the performance of management or supervision.
A general meeting can be attended by persons who are shareholders of the Company sixteen
days before the date of the general meeting (the day of registration for participation in the
general meeting).
A shareholder who is a natural person is entitled to participate in general meetings and execute
voting rights in person or through a proxy. A shareholder, which is a legal entity, is entitled to
participate in general meetings and execute voting rights through a person authorized to
forward statements of will on their behalf or through a proxy.
A power of attorney to attend a general meeting and exercise voting rights must be in written
or electronic form. For the purposes of identification of the shareholder who granted a power
of attorney, a notice on the granting of such power of attorney electronically should contain
(as a schedule):
- if the shareholder is an individual, a copy of an identity card, passport or any other
official identification document confirming the identity of the shareholder; or
- if the shareholder is not an individual, a copy of an extract from a relevant register
or any other document confirming the authorization of the individual(s) to represent
the shareholder at the general meeting (e.g., an uninterrupted chain of powers of
attorney).
The general meeting may be attended by members of the management board and supervisory
board (in a composition which allows for substantive answers to the questions asked during
the general meeting) and by the auditor of the Company, if the general meeting is held to
discuss financial matters.
At the general meeting each participant is entitled to be elected the chairman of the general
meeting, and also nominate one person as a candidate for the position of chairman of the
general meeting. Until the election of the chairman, the general meeting may not take any
decisions.
The chairman of the general meeting directs proceedings in accordance with the agreed
agenda, provisions of law, the articles of association, and, in particular: gives the floor to
speakers, orders votes and announces the results thereof. The chairman ensures efficient
proceedings and respecting of the rights and interests of all shareholders.
After the creation and signing of the attendance list, the chairman confirms that the general
meeting has been called in the correct manner and is authorized to pass resolutions.
The chairman of the general meeting closes the general meeting upon the exhausting of its
agenda.
13
11. Personnel composition and changes in the previous business year and
description of the functioning of the management, supervisory, or administrative
bodies of the Company and its committees.
THE MANAGEMENT BOARD
Composition of the management board
Currently, the management board is composed of three members. The following table presents
the names, surnames, functions, dates of appointment, and dates of expiry of the current term
of the members of the management board as of 31 December 2021:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment for
the current term
Year of
expiry
of term
Yovav Carmi ¹
President of the
management board
2020
2020
2023
Ariel Ferstman
Member of the
management board and
CFO
2020
2020
2023
Gyula Nagy
Member of the
management board
2020
2020
2023
¹ Mr. Yovav Carmi was a member of the management board of the Company between 2011 and 2015.
During 2021, the following changes in the composition of the management board took place:
on 27 October 2021, the Company and Mr. Robert Snow have mutually agreed to
terminate his appointment as a member to the management board of the Company and
other subsidiaries of the Company. The resignation was approved by the supervisory
board on 28 October 2021 (see current reports no 16/2021 and 17/2021);
on 13 December 2021, the supervisory board of the Company appointed Pedja
Petronijevic to the management board of the Company (Chief Development Officer)
effective as of 15 January 2022 and János Gárdai to the management board of the
Company (Chief Operating Officer) effective as of 1 February 2022 (see current report
no 18/2021).
Additionally, in 2022 the following changes in the composition of the management board took
place:
on 14 January 2022, GTC entered into a mutual employment contract termination
agreement with Mr. Yovav Carmi former President of the management board.
Subsequently Mr Carmi resigned from his seat on the management board of the
Company and other subsidiaries.The resignation is effective immediately (see current
report no 7/2022);
14
on 28 January 2022, Mr. Gyula Nagy resigned from his seat on the management board
of the Company. The resignation is effective immediately (see current report no
11/2022);
on 17 March 2022, the supervisory board of the Company appointed Mr. Zoltán Fekete
to the management board of the Company as the President of the management board
(see current report no 21/2022).
The following table presents the names, surnames, functions, dates of appointment, and dates
of expiry of the current term of the members of the management board as of the date of this
report:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment for
the current term
Year of
expiry
of term
Zoltán Fekete
President of the
management board
2022
2022
2025
János Gárdai
Member of the management
board and COO
2022
2022
2025
Ariel Ferstman
Member of the management
board and CFO
2020
2020
2023
Pedja
Petronijevic
Member of the management
board and CDO
2022
2022
2025
Description of operations of the management board
The management board runs the Company’s business in a transparent and efficient way
pursuant to the provisions of applicable law, its internal provisions, and the “Best Practices of
WSE Listed Companies”. When making decisions related to the Company’s business, the
members of the management board act within limits of justified business risk.
The two members of the management board acting jointly are entitled to make
representations on the Company’s behalf.
All issues related to the management of the Company which are not specified by the provisions
of applicable law or the articles of association as competencies of the supervisory board or the
general meeting are within the scope of competence of the management board.
Members of the management board participate in sessions of the general meeting and provide
substantive answers to questions asked during the general meeting. Members of the
management board invited to a meeting of the supervisory board by the chairman of the
supervisory board participate in such meeting with the right to take the floor regarding issues
on the agenda. Members of the management board are required to, within their scope of
competence and the scope necessary to settle issues discussed by the supervisory board,
submit explanations and information regarding the Company’s business to the participants of
a meeting of the supervisory board.
15
The management board makes any decisions considered (by the management board) to be
important for the Company by passing resolutions at meetings thereof. Such resolutions are
passed by a simple majority.
Moreover, the management board may adopt resolutions in writing or via a manner enabling
instantaneous communication between the members of the management board by means of
audio-video communication (e.g. teleconferencing, videoconferencing, etc.).
THE SUPERVISORY BOARD
The composition of the supervisory board
As of 31 December 2021, the supervisory board comprised of eight members. The following
table presents the names, surnames, functions, dates of appointment, and dates of expiry of
the current term of the members of the supervisory board:
During 2021, the following changes in the composition of the supervisory board took place:
on 29 June 2021, Otwarty Fundusz Emerytalny PZU „Złota Jesień” represented by
Powszechne Towarzystwo Emerytalne PZU S.A. re-appointed Ryszard Wawryniewicz
as a member of the supervisory board of the Company for a three-year term in office,
effective as of 29 June 2021 (see current report no 14/2021);
Name and
surname
Function
Year of the
first
appointment
Year of
appointment for
the current term
Year of
expiry of
term
Zoltán Fekete
Chairman of the
supervisory board
2020
2020
2023
János Péter
Bartha¹
Independent
member of the
supervisory board
2020
2020
2023
Lóránt Dudás
Member of the
supervisory board
2020
2020
2023
Balázs Figura
Member of the
supervisory board
2020
2020
2023
Mariusz
Grendowicz²
Member of the
supervisory board
2000
2019
2022
Marcin
Murawski¹
Independent
member of the
supervisory board
2013
2019
2022
Bálint Szécsényi
Member of the
supervisory board
2020
2020
2023
Daniel Obajte
Independent
member of the
supervisory board
2021
2021
2024
¹ conforms with the independence criteria listed in the Best Practices of WSE Listed Companies.
² conforms with the independence criteria listed in the articles of association of the Company
16
on 30 December 2021, Otwarty Fundusz Emerytalny PZU „Złota Jesień” represented
by Powszechne Towarzystwo Emerytalne PZU S.A. dismisses Ryszard Wawryniewicz
and appoints Daniel Obajtek as a member of the supervisory board of the Company for
a three-year term in office, starting as of 30 December 2021 (see current report no
24/2021).
Additionally, in March 2022 the following changes in the composition of the supervisory board
took place:
on 11 March 2022, Mr. Zoltán Fekete resigned from his seat on the supervisory board
of the Company,effective immediately (see current report no 20/2022);
on 11 March 2022, GTC Dutch Holdings B.V. appointed Mr. Gyula Nagy as member of
the supervisory board of the Company, effective immediately (see current report no
20/2022).
The following table presents the names, surnames, functions, dates of appointment, and dates
of expiry of the current term of the members of the supervisory board as of the date of this
report:
Name and
surname
Function
Year of the
first
appointment
Year of
appointment for
the current term
Year of
expiry of
term
János Péter
Bartha¹
Chairman of the
supervisory board
2020
2020
2023
Lóránt Dudás
Member of the
supervisory board
2020
2020
2023
Balázs Figura
Member of the
supervisory board
2020
2020
2023
Mariusz
Grendowicz²
Member of the
supervisory board
2000
2019
2022
Marcin
Murawski¹
Independent
member of the
supervisory board
2013
2019
2022
Gyula Nagy
Member of the
supervisory board
2022
2022
2025
Bálint Szécsényi
Member of the
supervisory board
2020
2020
2023
Daniel Obajte
Independent
member of the
supervisory board
2021
2021
2024
¹ conforms with the independence criteria listed in the Best Practices of WSE Listed Companies.
² conforms with the independence criteria listed in the articles of association of the Company
17
Description of the operations of the supervisory board
The supervisory board acts pursuant to the Polish Commercial Companies Code and also
pursuant to the articles of association of the Company and the supervisory board regulations
dated 16 May 2017.
Pursuant to the articles of association of the Company, the supervisory board performs
constant supervision over activities of the enterprise. Within the scope of its supervisory
activities, the supervisory board may demand any information and documents regarding the
Company’s business from the management board.
Members of the supervisory board are required to take necessary steps to receive regular
and full information from the management board regarding material matters concerning the
Company’s business and risks involved in the business and the strategies of risk
management. The supervisory board may (while not infringing the competencies of other
bodies of the Company) express their opinion on all the issues related to the Company’s
business, including forwarding motions and proposals to the management board.
In addition to the matters defined in the Polish Commercial Companies Code the following are
the competencies of the supervisory board:
a) The establishment of remuneration and 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
b) Giving consent for the Company or one of its Subsidiaries to execute an agreement or
agreements with an Affiliate or with a member of the Company’s management board
or supervisory board or with a member of the management or supervisory authorities
of an Affiliate. Such consent is not be required for transactions with companies in which
the Company holds, directly or indirectly, shares entitling it to at least 50% of votes at
shareholders’ meetings, if such transaction results in obligations of the other
shareholders of such companies proportional to their stake in that company, or if the
difference between the financial obligations of the Company and the other shareholders
does not exceed EUR 5 million. In the articles of association indirect ownership of
shares entitling the holder thereof to at least 50% of the votes at a shareholders’
meeting means possession of such number of shares that entitles the holder thereof to
at least 50% of votes in each of the indirectly held companies in the chain of
subsidiaries.
c) Giving approval to any change of the auditor selected by the Company’s management
board to audit the Company’s financial statements.
d) Expressing consent for the Company or one of its Subsidiaries to: (i) execute
transaction comprising the acquisition or sale of investment assets of any kind the value
of which exceeds EUR 30 million; (ii) issue a guarantee for an amount exceeding EUR
20 million; or (iii) execute any transaction (in the form of a single legal act or a number
18
of legal acts) other than those set forth in preceding points (i) or (ii) where the value of
such transaction exceeds EUR 20 million. For the avoidance of doubt, consent is
required for the Company’s management board to vote on the Company’s behalf at a
meeting of the shareholders of a Company’s Subsidiary authorizing transactions
meeting above criteria.
For the purposes of this competencies and articles of association:
a) an entity is an “Affiliate”, if it is (i) a Dominating Entity with respect to the Company, or
(ii) a Subsidiary of the Company; or (iii) a Subsidiary of a Dominating Entity of the
Company; or (iv) a Subsidiary of the Company’s Dominating Entity other than the
Company’ Subsidiary; or (v) a Subsidiary of any member of managing or supervisory
authorities of the Company or any of the entities designated in (i) through (iii);
b) an entity is a “Subsidiary” of any other entity (the “Dominating Entity”) if the Dominating
Entity: (i) has the right to exercise the majority of votes in the governing bodies of the
Subsidiary, including on the basis of understandings with other authorised entities, or
(ii) is authorised to take decisions regarding financial policies and current commercial
operations of the Subsidiary on the basis of any law, statute or agreement, or (iii) is
authorised to appoint or dismiss the majority of members of managing authorities of the
Subsidiary, or (iv) more than half of the members of the Subsidiary’s management
board are also members of the management board or persons performing any
management functions at the Dominating Entity or any other Subsidiary.
The supervisory board consists of five to twenty members, including the Chairman of the
supervisory board. Each shareholder who holds individually more than 5% of shares in the
Company’s share capital (the “Initial Threshold”) is entitled to appoint one supervisory board
member. Shareholders are further entitled to appoint one additional supervisory board member
for each block of held shares constituting 5% of the Company’s share capital above the Initial
Threshold. Supervisory board members are appointed by a written notice of entitled
shareholders given to the chairman of the general meeting at the general meeting or outside
the general meeting delivered to the management board along with a written statement from
the selected person that he/she agrees to be appointed to the supervisory board.
The number of supervisory board members is equal to the number of members appointed
by the entitled shareholders, increased by one independent member, provided that in each
case such number may not be lower than five.
Under the Company’s articles of association, the supervisory board should consist of at least
one member meeting the criteria of an independent member of the supervisory board as set
out in the corporate governance regulations included in the Best Practices of Warsaw Stock
Exchange listed Companies.
The chairman of the supervisory board calls meetings of the supervisory board. The chairman
calls meetings of the supervisory board upon the request of a member of the management
board or a member of the supervisory board therefore. A meeting of the supervisory board
19
must take place within 14 days of the date of filing a written application therefore with the
Chairman.
The supervisory board may convene meetings both within the territory of the Republic of
Poland and abroad. Supervisory board meetings may be held via telephone, provided that all
the participants thereof are able to communicate simultaneously. All resolutions adopted at
such meetings are valid, provided that the attendance register is signed by the supervisory
board members who participated in such meeting. The place where the Chairman attends such
meeting is considered as the place where the meeting was held.
Unless the articles of association provide otherwise, resolutions of the supervisory board are
adopted by absolute majority of votes cast in the presence of at least five supervisory board
members. In the event of a tie, the Chairman has a casting vote.
Members of the supervisory board execute their rights and perform their duties in person.
Members of the supervisory board may participate in general meetings.
Moreover, within the performance of their duties, the supervisory board is required to:
a) once a year prepare and present to the general meeting a concise evaluation of the
situation of the Company, taking into account the evaluation of the internal control
system and the management system of risks that are important for the Company,
b) once a year prepare and present to the annual general meeting an evaluation of its
own performance,
c) discuss and issue opinions on matters which are to be subject of the resolutions of the
general meeting.
COMMITTEES OF THE SUPERVISORY BOARD
The supervisory board may appoint committees to investigate certain issues which are in the
competence of the supervisory board or to act as advisory and opinion bodies to the
supervisory board.
AUDIT COMMITTEE
The supervisory board has appointed the Audit Committee, whose principal task is to make
administrative reviews, to exercise financial control, and to oversee financial reporting as well
as internal and external audit procedures at the Company and at the companies in its group.
In 2021, the Audit Committee meet 5 times in total.
20
The following table presents the details on the Audit Committee members as of 31 December
2021:
Member
Function
Conforms
with
independence
criteria
Knowledge and skills
in the field of
accounting or auditing
of financial statements
Knowledge
and skills
in the real
estate
Mariusz
Grendowicz
Member of the
audit
committee
No
Yes ¹
Yes ¹
Marcin
Murawski
Chairman of
the audit
committee
Yes
Yes ²
No
János Péter
Bartha
Member of the
audit
committee
Yes
Yes³
No
¹ Mariusz Grendowicz studied at the University of Gdańsk and then graduated with a degree
in banking in the United Kingdom. In 2013 - 2014 he was President and Chief Executive Officer
of Polish Investments for Development SA. In 2008-2010, he was president of the
management board and Chief Executive Officer of BRE Bank SA, and earlier, in 2001- 2006
was a Vice President of Bank BPH SA, responsible for Corporate Banking and Real Estate
Division. During his career, he was also President and Deputy President of ABN AMRO in
Poland (1997-2001), Deputy President of ING Bank in Hungary (1995-1997) and headed
division of structured finance and capital markets in ING Bank in Warsaw (1992-1995). In 1983-
1992 Mariusz Grendowicz worked in banks in London, including Australia and New Zealand
Banking Group and Citibank.
² Marcin Murawski graduated from the Faculty of Management of Warsaw University in 1997.
He has also the following certificates: ACCA, ACCA Practicing Certificate, KIBR entitlement,
CIA. Since 2012 he has been a member of the supervisory board of CCC S.A. Between 2005
and 2012 Mr. Murawski was a director of the internal audit and inspection department at
WARTA Group and secretary of the audit committee at TUIR WARTA S.A. and TUNŻ WARTA
S.A. Between 1997 and 2005 he worked at PricewaterhouseCoopers Sp. z o.o., as manager
of the audit department (2002-2005), senior assistant in the audit department (1999-2001),
assistant in the audit department (1997-1999).
³ János Péter Bartha is a seasoned investment banker with 18-year experience in private
equity investments, especially extensive experience in privatisation, management of IPOs and
M&A. Mr. Bartha started his banking carrier at the National Bank of Hungary in 1986, became
CEO of Credit Suisse First Boston in 1990, and Head of Credit Suisse First Boston in Central
and Eastern Europe in 1994.
21
REMUNERATION COMMITTEE
The supervisory board has appointed the Remuneration Committee of the supervisory board,
which has no decision-making authority and which is responsible for making recommendations
to the supervisory board with respect to the remuneration of the members of the management
board and the policies for setting such remuneration.
In 2021, the Remuneration Committee meet 4 times in total.
The following table presents the details on the Remuneration Committee members as of 31
December 2021:
Member
Function
Conforms
with
independence
criteria
Knowledge and skills
in the field of
accounting or auditing
of financial statements
Knowledge
and skills
in the real
estate
Zoltán Fekete
Chairman of the
remuneration
committee
No
Yes ¹
Yes ¹
Mariusz
Grendowicz
Member of the
remuneration
committee
No
Yes
Yes
Marcin
Murawski
Chairman of the
remuneration
committee
Yes
Yes
No
¹ Zoltán Fekete graduated from the Faculty of Law of tvös Lorand University in 1990, and
in 1993 earned an MBA degree in Banking at the University of Exeter, UK. Mr. Fekete has 30
years of international investment banking and private equity experience. As an investment
banker he worked for HSBC London, Credit Suisse First Boston in Budapest, London, and
Israel. During his career, Mr. Fekete has dealt with a large number of IPOs, M&A transactions
and private equity investments in the field of real estate, technology, and life sciences. Since
November 2015, he has been the Chairman and CEO of Optima Investment Ltd.
Folowing the resignation of Zoltan Fekete from the supervisory board on 11 March 2022, the
supervisory board appointed Janos Peter Bartha as the member of the remuneration
committee and its chairman.
22
The following table presents the names, surnames, functions, dates of appointment, and dates
of expiry of the current term of the members of the remuneration committee as of the date of
this report:
Member
Function
Conforms
with
independence
criteria
Knowledge and skills
in the field of
accounting or auditing
of financial statements
Knowledge
and skills
in the real
estate
Janos Peter
Bartha
Chairman of the
remuneration
committee
Yes
Yes
No
Mariusz
Grendowicz
Member of the
remuneration
committee
No
Yes
Yes
Marcin
Murawski
Chairman of the
remuneration
committee
Yes
Yes
No
12. Audit partner
The recommendation to select the audit firm to audit the financial statements met all the biding
legal conditions required in the procedure for selection of the audit firm to audit the financial
statements.
The audit firm selected to audit financial statements did not provide any other services for the
Company in 2021.
RULES FOR SELECTION OF AN INDEPENDENT AUDITOR WITHIN AN AUDIT FIRM TO
AUDIT GTC S.A.’S FINANCIAL STATEMENTS, AS WELL AS THE RULES FOR
CONDUCTING AUTHORISED NON-AUDIT SERVICES BY THE AUDIT FIRM.
On 20 October 2017, the supervisory board of GTC approved the rules for the selection of an
independent auditor according to the Act on Registered Auditors, Audit Firms and Public
Supervision dated 11th May 2017 which were adopted by the Audit Committee of the Company
on 19 October 2017.
The selection of an audit firm to audit and review the financial statements of the Company is
the responsibility of the supervisory board. Decisions are taken in the form of an official
resolution of the supervisory board, taking into account the prior recommendations of the Audit
Committee.
23
The Audit Committee assesses the independence of the statutory auditor and consents to
the provision of authorised non-audit services to the Company. The consent referred to in
the preceding sentence can be expressed after the assessment of the independence of the
statutory auditor and after obtaining from the statutory auditor a confirmation that the
provision of authorised non-audit services will be carried out in accordance with the
independence requirements laid down for such services in the rules of professional ethics
and standards of performing such services.
Main assumptions of the policy for selecting an audit firm for the purpose of conducting an
audit:
a) the Company's supervisory board selects an audit firm to audit the financial
statements. based on the prior recommendation of the Audit Committee of the
supervisory board. The selection decision is taken in the form of a resolution of the
supervisory board.
b) the Audit Committee, in its recommendation, shall:
recommend a preferred audit firm along with a justification of the preference of
the Audit Committee;
state that the recommendation is free from third-party influence;
state that the Company has not entered into any agreements containing clauses
that restrict the ability of the supervisory board to select an audit firm for the
purposes of the audit of the Company's financial statements to certain
categories or lists of audit firms; and
indicate the proposed remuneration for conducting the audit.
c) in the event that the selection conducted by the Audit Committee does not refer to
the prolongation of the agreement for the purpose of the audit of the Company’s
financial statements, the recommendation of the Audit Committee must contain at
least two options for the selection of an audit firm, along with justifications for each
option as well as an explanation of the reasons of the Audit Committee’s preferred
option.
d) the Audit Committee shall cooperate with the Company’s management board in
obtaining, analysing and evaluating the audit offers, and will be assisted by the
management board in drafting the respective recommendation.
e) in the course of the selection procedure, the supervisory board and the Audit
Committee shall consider:
the principles of impartiality and independence of the audit firm. This shall
include an analysis of other work carried out by the audit firm in the Company
24
that extends beyond the scope of the auditing of the financial statements in
order to avoid any conflict of interest;
the experience and track record of the audit team in auditing financial
statements of similar companies, its competencies and financial criteria;
the maximum allowed duration of continuous engagements of statutory audits
carried out by the same audit firm under any applicable law;
the proposed remuneration for the audit; and
the assessment of the relation between the criteria specified in points 2 and 3
above.
13. Diversity policy in terms of the management, supervisory, or administrative
bodies of the Company.
The strategic objective of our diversity policy is to recruit and retain such workforce as to
ensure delivery of the GTC Group’s business objectives. The priority of diversity policy is to
build a sense of trust between the management and other employees, and to treat everyone
fairly regardless of their position.
The Company’s diversity policy is centered on respecting the employees as an element of
diversity-oriented culture regardless of gender, age, education and cultural heritage. It includes
integrating employees in their workplace and ensuring that all employees are treated equally
at work. The Company supports various social initiatives, which promote equal opportunities.
Additionally, the Company joins charitable activities initiated by the employees. The principles
of equal treatment at the workplace have been reflected in the company’s bylaws, which are
available to all employees. The Company values its enriched diversity policy in pursuing its
goals.
MANAGEMENT BOARD'S REPRESENTATIONS
Pursuant to the requirements of the Regulation of the Council of Ministers of 29 March 2018
on ongoing and periodical information reported by issuers of securities and conditions of
recognizing as equivalent information required by the law of a country not being a member
state the Management Board of Globe Trade Centre S.A. represented by:
Zoltán Fekete, President of the Management Board
Ariel Alejandro Ferstman, Member of the Management Board
János Gárdai, Member of the Management Board
Pedja Petronijevic, Member of the Management Board
hereby represents that:
- to the best of its knowledge the consolidated financial statements for twelve months ended
31 December 2021 and the comparable data were prepared in accordance with the prevailing
accounting principles, and they truly, reliably, and clearly reflect the asset and financial
standing of the Group and its financial result in all material respects, and the annual
Management Board’s activity report contains a true image of the Group’s development and
achievements and its standing, including the description of basic risks and threats;
- the entity authorized to audit the financial statements, which has audited the consolidated
financial statements, was selected in accordance with the regulations of law. That entity as
well as the auditor who has carried out the audit fulfilled the conditions for expressing an
unbiased and independent opinion about the audit pursuant to relevant provisions of the
national law and industry norms.
Warsaw, 5 April 2022
Zoltán Fekete, Ariel Alejandro Ferstman
President of the Management Board Member of the Board
János Gárdai Pedja Petronijevic
Member of the Board Member of the Board
2
INFORMATION OF THE GLOBE TRADE CENTRE S.A. PREPARED ON THE BASIS OF
THE SUPERVISORY BOARD’S STATEMENT ON APPOINTMENT OF THE AUDIT
COMPANY FOR THE AUDIT OF THE YEARLY FINANCIAL STATEMENTS
(pursuant with § 70 section 1 item 7 and § 71 section 1 item 7 of the Regulation of the
Ministry of Finance dated 29
th
March 2018 in respect of the current and periodical information
given by the securities issuers and the conditions of recognizing as equal the information
demanded by the national lawful regulation of a country which does not hold the membership
in European Union)
The Management Board of the Globe Trade Centre S.A. („Company”), on the basis of
statement of the Supervisory Board of the Company on appointment of the audit company for
audit of the yearly financial statements dated 29 April 2020 hereby informs that the selection
of an auditor to audit yearly consolidated and standalone financial statements for the year 2021
was performed due to the binding laws and within the relevant internal regulations of Globe
Trade Centre S.A. related to the selection policy of the audit company.
The Management Board informs that:
─ audit company and members of the audit team performing audit of yearly consolidated and
standalone financial statements for the financial year ended 31 December 2021 have met the
criteria to prepare impartial and independent report on the yearly financial statements
assessment due to the binding laws, standards of profession and professional ethics;
─ the Company conforms with the rules of binding law regarding rotation of the audit company
and key chartered auditor and obligatory grace periods;
the Company has the policy for selecting an audit company for the purpose of conducting
an audit and the policy for conducting authorised non-audit services for the benefit of the
security issues by the audit company, entity connected with this audit company or member of
its affiliate conducting non-audit services including services conditionally dismissed from the
prohibition of performing services by the audit company.
Warsaw, 5 April 2022
Zoltán Fekete, Ariel Alejandro Ferstman
President of the Management Board Member of the Board
János Gárdai Pedja Petronijevic
Member of the Board Member of the Board
STATEMENT OF THE SUPERVISORY BOARD OF GLOBE TRADE CENTRE S.A. IN THE
MATTER OF APPOINTMENT, COMPOSITION AND FUNCTIONING
OF AUDIT COMMITTEE
(pursuant with the § 70 section 1 item 8 and § 71 section 1 item 8 of the Regulation of the
Ministry of Finance dated 29
th
March 2018 in respect of the current and periodical information
given by the securities issuers and the conditions of recognizing as equal the information
demanded by the national lawful regulation of a country which does not hold the membership
in European Union)
The Supervisory Board states that within Globe Trade Centre S.A.:
a) the rules on appointment, composition and functioning of audit committee are fulfilled,
including meeting criteria of independence by its members and standards of having
sufficient knowledge and skills in area of industry of operations of the issuer and
accounting standards and the rules for audit of financial statements,
b) audit committee has acted in accordance with the binding provisions of law reserved
for audit committee.
Warsaw, 5 April 2022
János Péter Bartha
Chairman of the Supervisory Board
STATEMENT OF THE SUPERVISORY BOARD
OF GLOBE TRADE CENTRE S.A. IN THE MATTER OF ASSESSMENT OF THE REPORT
ON ACTIVITIES OF THE ISSUER AND FINANCIAL STATEMENTS AND ITS
COMPLIANCE WITH THE BOOKS, DOCUMENTS AND STATE OF FACTS
(pursuant with the § 70 section 1 item 14 and § 71 section 1 item 12 of the Regulation of the
Ministry of Finance dated 29
th
March 2018 in respect of the current and periodical information
given by the securities issuers and the conditions of recognizing as equal the information
demanded by the national lawful regulation of a country which does not hold the membership
in European Union)
The Supervisory Board, as the supervising body of Globe Trade Centre S.A. (“Companyor
GTC”) has made assessment of the report on activities of the issuer and financial statements
of the issuer in the aspect of its compliance with the books, documents and state of facts. In
particular the Supervisory Board has verified:
- report on issuer’s activity for year 2021,
- standalone financial statements of the issues for year 2021,
- consolidated financial statements of the capital group of the issuer for the year 2021.
The Supervisory Board in the effect of the performed assessment has stated that report on the
Company’s activities and report on activities of the Company’s capital group for the year 2021
remains compliant in all material aspects with article 49 and 55 section 2a of Accounting Act
and in the Regulation of the Ministry of Finance dated 29
th
March 2018 in respect of the current
and periodical information given by the securities issuers and the conditions of recognizing as
equal the information demanded by the national lawful regulation of a country which does not
hold the membership in European Union and the information contained therein remains in
compliance with the audited by certified auditor standalone and consolidated financial
statements of the Company and the Company’s capital group for the year 2021.
The Supervisory Board assesses that the presented by the Management Board of the
Company standalone and consolidated financial statements of the Company and the
Company’s capital group for the year 2021 and report on activities of the Company and the
Company’s capital group for the year 2021 illustrates genuinely and clearly all the information
inevitable and significant for the assessment of the financial standing of the Company and the
Company’s capital group prepared as at 31 December 2021, as well as it remains in
compliance with the books, documents and state of facts.
The Supervisory Board has made a positive assessment of the standalone financial
statements for the financial year 2021 and the report on activities of the Company and the
Company’s capital group for the year 2021 based on:
- content of the above statements, submitted by the Company’s Management Board;
- report of the independent certified auditor i.e. BDO sp. z o.o. sp. k. with its registered office
in Warsaw made upon audit of the standalone financial statements of the Company and
consolidated financial statements of the Company’s capital group prepared as at 31st
December 2021 as well as an additional report prepared for Audit Committee on the basis of
article 11 Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16
2
April 2014 on specific requirements regarding statutory audit of public-interest entities,
derogating the EU Commission Decision no. 2005/909 and according to the rules of Act of 11
May 2017 on Statutory Auditors, Audit Firms and Public Supervision;
- meetings with the audit firm representatives, including the key certified auditor;
- information from Audit Committee regarding the process, effects and meaning of an audit for
the clarity of financial reporting in the Company and also the role of the Committee in the
process of audit of financial statements;
- results of other verifying activities in selected operational and financial areas.
Warsaw, 5 April 2022
János Péter Bartha
Chairman of the Supervisory Board