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Registration of the amendment of the articles of association of Globe Trade Centre S.A.
GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC.S.A)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
Date: 15 May 2026
Current report No.: 11/2026
Title: Registration of the amendment of the articles of association of Globe Trade Centre S.A.
The Management Board of Globe Trade Centre Spó?ka Akcyjna (the "Company") hereby announces
that on 14 May 2026, the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial
Division of the National Court Register, registered the amendment to the Company's articles of
association introduced by way of Resolution No. 5 of the Extraordinary General Meeting of the Company
dated 14 April 2026 regarding the amendments to the Articles of Association of the Company and the
adoption of a new consolidated text of the Articles of Association of the Company.
The Management Board of the Company presents the amendments introduced to the Company's
articles of association below:
1) Article 9(6) is amended so that the current wording:
"6. One Independent Member shall be elected by way of a resolution of the Meeting of the Shareholders
(the "Shareholder Meeting Delegate")."
is replaced with the following new wording:
"6. One Independent Member shall be elected and dismissed by way of a resolution of the Meeting of
the Shareholders adopted by a 2/3 (two-thirds) majority of the votes cast (the "Shareholder Meeting
Delegate"), provided that, where any shareholder is, directly or indirectly, deemed a "dominating entity"
in relation to the Company within the meaning of the Polish Act of 29 September 1994 on Accounting
(the "Controlling Shareholder"), the Shareholder Meeting Delegate may only be appointed from among
candidates who have been nominated by at least one Entitled Shareholder other than the Controlling
Shareholder or any entity affiliated with the Controlling Shareholder, prior to the relevant Meeting of the
Shareholders in accordance with the procedure set out in section 7 below."
2) Article 9(7) is amended so that the current wording:
"7. The Management Board and every shareholder may, in writing, propose to the Management Board
candidates for Shareholder Meeting Delegate no more than 7 (seven) days prior to the Meeting of the
Shareholders at which such Shareholder Meeting Delegate is to be elected. Apart from the personal
details of the candidate, the proposal should contain a justification along with a description of the
qualifications and professional experience of the candidate. The proposal should be accompanied by
the written consent of such candidate to be presented as a candidate for Supervisory Board member,
as well as written representation that he/she satisfies the Independence Criteria. In the event that both
the Management Board and the shareholders fail to present any candidates who would satisfy the
Independence Criteria as per the first sentence of this point, the Management Board shall be required
to present such a candidate for Shareholder Meeting Delegate."
is replaced with the following new wording:
"7. Every Entitled Shareholder other than the Controlling Shareholder or any entity affiliated with the
Controlling Shareholder may, in writing, propose to the Management Board candidates for Shareholder
Meeting Delegate no more than 7 (seven) days prior to the Meeting of the Shareholders at which such
Shareholder Meeting Delegate is to be elected. Apart from the personal details of the candidate, the
proposal should contain a justification along with a description of the qualifications and professional
experience of the candidate. The proposal should be accompanied by the written consent of such
candidate to be presented as a candidate for Supervisory Board member, as well as a written
representation that he/she satisfies the Independence Criteria. In the event that both the Management
Board and the shareholders fail to present any candidates who would satisfy the Independence Criteria
as per the first sentence of this point, the Management Board shall be required to present such
a candidate for Shareholder Meeting Delegate."
3) Article 10(1)(c) is amended so that the current wording:
"c) granting consent for the Company or an entity controlled by it to execute a transaction (in the form
of a single legal act or a number of legal acts) resulting in the acquisition or disposal of assets, or the
creation of a liability, in excess of EUR 30 million, except for (i) scheduled or early debt repayment; and
(ii) hedging transactions in relation to such debt that have been approved by the Supervisory Board
under this point; for the avoidance of doubt, prior to entering into any of the transactions referred above
in this point c), in addition to the consent of the Supervisory Board, the consent of the respective
management bodies of the entity controlled by the Company or the consent of the Management Board
of the Company itself shall also be required, as the case may be, in each case to the extent required by
(a) the constitutional documents of the entity controlled by the Company or this statute and (b) the
respective legislation."
is replaced with the following new wording:
"c) granting consent for the Company or an entity controlled by it to execute a transaction (in the form
of a single legal act or a number of legal acts) resulting in the acquisition or disposal of assets, or the
creation of a liability, in excess of EUR 10,000,000 (ten million euros), except for (i) scheduled or early
debt repayment; and (ii) hedging transactions in relation to such debt that have been approved by the
Supervisory Board under this point; for the avoidance of doubt, prior to entering into any of the
transactions referred above in this point c), in addition to the consent of the Supervisory Board, the
consent of the respective management bodies of the entity controlled by the Company or the consent
of the Management Board of the Company itself shall also be required, as the case may be, in each
case to the extent required by (a) the constitutional documents of the entity controlled by the Company
or this statute and (b) the respective legislation;"
4) Article 10(1) is amended by adding the following point (d):
"d) granting consent for the Company or an entity controlled by it to enter into professional services
contracts (including, without limitation, agreements for advisory, legal, tax, financial, marketing or other
services of a similar nature) where the value of a single such contract exceeds EUR 1,000,000 (one
million euros), provided that in the case of such contracts entered into in direct connection with a disposal
of assets, the consent shall be required where the value of a single such contract exceeds EUR
1,500,000 (one million five hundred thousand euros)."
5) Article 11 is amended so that the current wording:
"Article 11 Supervisory Board: decision-making process
1. Resolutions of the Supervisory Board shall be adopted at Supervisory Board meetings, which may
be held with the use of electronic communication to the fullest extent permitted by applicable laws.
Resolutions of the Supervisory Board may be adopted in writing or by circulation to the fullest extent
permitted by applicable laws, provided that all members are notified about the content of such a
resolution by electronic mail to the addresses provided by the Supervisory Board members.
2. Within the limits defined by law, the Supervisory Board may convene meetings both within the territory
of the Republic of Poland and abroad.
3. The Chairman of the Supervisory Board or a person authorised by him or her shall convene the
Supervisory Board meetings at his or her own initiative or at the request of another Supervisory Board
member or of the Management Board, in each case on the terms and conditions set out in the
Supervisory Board By-Laws. Meetings convened at the request of a Supervisory Board member or at
the request of the Management Board shall be held no later than within two weeks, but no earlier than
on the 3rd (third) business day after the receipt of such request by the Chairman of the Supervisory
Board. For the purposes of this statute, a business day shall mean any day between Monday and Friday
other than statutory holidays.
4. Unless this statute provides otherwise, resolutions of the Supervisory Board shall be adopted by
absolute majority of votes cast in the presence of at least 5 (five) Supervisory Board members. Subject
to section 5 below, in the event of a tie, the Chairman shall have a casting vote.
5. Regardless of section 4 above, resolutions relating to granting consent for any of the actions referred
to in points a) and b) of section 1 in Article 10 above shall require a vote in favour thereof by the
Shareholder Meeting Delegate, provided that the Supervisory Board members interested in the subject
of the resolution shall not take part in the adoption of such resolution (and their votes shall not be
included in the total number of votes cast in relation to such resolution). Moreover, none of the
Supervisory Board members appointed by a shareholder (or a shareholder acting in concert therewith)
who is, or whose related party is, a party to the related-party transaction subject to approval by the
Supervisory Board under point b) of section 1 in Article 10, shall take part in the adoption of the
resolutions relating to granting consent for such actions. The limitation set out in the preceding sentence
shall not apply to the Chairman of the Supervisory Board with the reservation that in such vote the
Chairman shall not have the casting vote in the event of a tie. For the avoidance of doubt, the
Supervisory Board members not taking part in the adoption of such resolutions shall still be considered
to be present at the meeting for the purposes of the determination of whether the quorum requirement
set out in section 4 above has been met.
6. Supervisory Board members may take part in the adoption of Supervisory Board resolutions by
casting their votes in writing through another Supervisory Board member to the fullest extent permitted
under applicable laws.
7. At the request of the Shareholder Meeting Delegate, the Supervisory Board shall be required to
perform the supervisory actions referred to in such request, as defined in the Commercial Companies
Code, provided that the Shareholder Meeting Delegate shall be designated to directly perform such
supervisory actions.
8. The non-competition clause and the restrictions relating to participation in any competitive entities
which apply to the Company's Management Board members under Article 12 section 6 below shall also
apply to Supervisory Board members seconded to perform permanent individual supervisory functions
as defined in Article 390 of the Commercial Companies Code.
9. The Meeting of the Shareholders may adopt the Supervisory Board By-Laws which define its
organisation and the manner of the performance of its actions. The resolutions of the Meeting of the
Shareholders regarding the adoption, revocation or amendments to such Supervisory Board By-Laws
shall be adopted with a 2/3 (two-thirds) majority of the votes cast.
10. The Supervisory Board shall appoint an audit committee in line with applicable laws. The Supervisory
Board may appoint other committees which may issue recommendations to the Supervisory Board in
respect of particular matters or areas."
is replaced with the following new wording:
"Article 11
Supervisory Board: decision-making process
1. Resolutions of the Supervisory Board shall be adopted at Supervisory Board meetings, which may
be held with the use of electronic communication to the fullest extent permitted by applicable laws.
Resolutions of the Supervisory Board may be adopted in writing or by circulation to the fullest extent
permitted by applicable laws, provided that all members are notified about the content of such a
resolution by electronic mail to the addresses provided by the Supervisory Board members.
2. Within the limits defined by law, the Supervisory Board may convene meetings both within the territory
of the Republic of Poland and abroad.
3. The Chairman of the Supervisory Board or a person authorised by him or her shall convene the
Supervisory Board meetings at his or her own initiative or at the request of another Supervisory Board
member or of the Management Board, in each case on the terms and conditions set out in the
Supervisory Board By-Laws. Meetings convened at the request of a Supervisory Board member or at
the request of the Management Board shall be held no later than within two weeks, but no earlier than
on the 3rd (third) business day after the receipt of such request by the Chairman of the Supervisory
Board. For the purposes of this statute, a business day shall mean any day between Monday and Friday
other than statutory holidays.
4. Unless this statute provides otherwise, resolutions of the Supervisory Board shall be adopted by
absolute majority of votes cast in the presence of at least 5 (five) Supervisory Board members. Subject
to section 5 below, in the event of a tie, the Chairman shall have a casting vote.
5. Regardless of section 4 above, resolutions relating to granting consent for any of the actions referred
to in point b) of section 1 in Article 10 above shall require a vote in favour thereof by the Shareholder
Meeting Delegate, provided that the Supervisory Board members interested in the subject of the
resolution shall not take part in the adoption of such resolution (and their votes shall not be included in
the total number of votes cast in relation to such resolution). Moreover, none of the Supervisory Board
members appointed by a shareholder (or a shareholder acting in concert therewith) who is, or whose
related party is, a party to the related-party transaction subject to approval by the Supervisory Board
under point b) of section 1 in Article 10, shall take part in the adoption of the resolutions relating to
granting consent for such actions. The limitation set out in the preceding sentence shall not apply to the
Chairman of the Supervisory Board with the reservation that in such vote the Chairman shall not have
the casting vote in the event of a tie. For the avoidance of doubt, the Supervisory Board members not
taking part in the adoption of such resolutions shall still be considered to be present at the meeting for
the purposes of the determination of whether the quorum requirement set out in section 4 above has
been met.
6. Supervisory Board members may take part in the adoption of Supervisory Board resolutions by
casting their votes in writing through another Supervisory Board member to the fullest extent permitted
under applicable laws.
7. At the request of the Shareholder Meeting Delegate or, where the Shareholder Meeting Delegate has
not been appointed, at the joint request of three Supervisory Board members, each appointed by a
different Entitled Shareholder, including a Supervisory Board member appointed by the Controlling
Shareholder (if exists), the Supervisory Board shall be required to perform the supervisory actions
referred to in such request, as defined in the Commercial Companies Code, provided that the
Shareholder Meeting Delegate shall be designated to directly perform such supervisory actions.
8. If the Shareholder Meeting Delegate has not been appointed, in each case where this Statute requires
a vote "in favour" by the Shareholder Meeting Delegate to adopt a Supervisory Board resolution, votes
"in favour" by three Supervisory Board members, each appointed by a different Entitled Shareholder,
including a Supervisory Board member appointed by the Controlling Shareholder, shall be required
instead.
9. The non-competition clause and the restrictions relating to participation in any competitive entities
which apply to the Company's Management Board members under Article 12 section 6 below shall also
apply to Supervisory Board members seconded to perform permanent individual supervisory functions
as defined in Article 390 of the Commercial Companies Code.
10. The Meeting of the Shareholders may adopt the Supervisory Board By-Laws which define its
organisation and the manner of the performance of its actions. The resolutions of the Meeting of the
Shareholders regarding the adoption, revocation or amendments to such Supervisory Board By-Laws
shall be adopted with a 2/3 (two-thirds) majority of the votes cast.
11. The Supervisory Board shall appoint an audit committee in line with applicable laws. The Supervisory
Board may appoint other committees which may issue recommendations to the Supervisory Board in
respect of particular matters or areas."
6) Article 12(8) is amended so that the current wording:
"8. With regard to the actions referred to in points a) through c) of section 1 Article 10 above, the
Management Board is required to obtain the consent of the Supervisory Board."
is replaced with the following new wording:
"8. With regard to the actions referred to in points a) through d) of section 1 Article 10 above, the
Management Board is required to obtain the consent of the Supervisory Board."
7) Article 15 is amended by introducing the following point (d):
"d) "Controlling Shareholder" shall have the meaning ascribed thereto in Article 9 section 6 of this
Statute.",
whereby the existing points (d) through (l) shall be renumbered as points (e) through (m), respectively,
with their content and order remaining unchanged.
By Resolution No. 5 dated 14 April 2026, the Extraordinary General Meeting adopted the consolidated text of
the Company's Articles of Association, which constitutes an attachment to this report.
Legal grounds: Art 5 section 1 of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic
information submitted by issuers of securities and on the conditions for recognizing as equivalent the information
required under the laws of a non-member state of the European Union.
Signed:
/s/ Antal Botond Rencz /s/ Jacek Bagi?ski
President of the Management Board Management Board Member
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 15-05-2026 04:48:00
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