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Content of resolutions adopted by the Ordinary Shareholders Meeting of GTC held on 27 August 2020
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)
(“GTC” or “the Company”)
Current report number: 23/2020
Date: 27 August 2020
Subject: Content of resolutions adopted by the Ordinary Shareholders Meeting of Globe Trade Centre
S.A. held on 27 August 2020
The Management Board of Globe Trade Centre S.A. ("Company") hereby publishes the content of
resolutions adopted by the Ordinary Shareholders Meeting held on 27 August 2020.
Legal grounds § 19 sec. 1 point 6 of the Regulation of the Council of Ministers of 29 March 2018 concerning
the submission of current periodical information 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.
Article I.
Signed by:
/s/ Yovav Carmi /s/ Ariel Ferstman
Member of the Management Board Member of the Management Board
Warsaw, Poland
Sponsor: Investec Bank Limited
GLOBE TRADE CENTRE SPÓlKA AKCYJNA
(the “COMPANY”)
RESOLUTION No. 1
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the election of the Chairman of the Meeting
§ 1.
Pursuant to Article 409 § 1 of the Commercial Companies Code, the General Shareholders’ Meeting of the
Company elects Mr. Ludomir Biedecki as the Chairman of the Meeting.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 2
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the adoption of the agenda
The General Shareholders’ Meeting of the Company adopts the following agenda:
1. Opening of the General Shareholders’ Meeting of the Company;
2. Election of the Chairman of the General Shareholders’ Meeting of the Company;
3. Statement regarding the fact that the General Shareholders’ Meeting of the Company was duly
convened and that it may adopt resolutions, and adoption of the General Shareholders’ Meeting’s
agenda;
4. Adoption of a resolution on the review and approval of the Company’s financial statements for the
2019 financial year, and of the report of the Management Board on the Company’s operations in the
2019 financial year;
5. Adoption of a resolution on the review and approval of the Company’s Capital Group’s consolidated
financial statements for the 2019 financial year and of the report of the Management Board on the
Company’s Capital Group’s operations in the 2019 financial year;
6. Review of the motion of the Company’s Management Board regarding the distribution of profits for the
2019 financial year and adoption of a resolution regarding distribution of profits for the 2019 financial
year;
7. Adoption of resolutions on the approval of the duties performed by the Company’s Management Board
Members in the 2019 financial year;
8. Adoption of resolutions on the approval of the duties performed by the Company’s Supervisory Board
Members in the 2019 financial year;
9. Adoption of the resolution on acceptance of the Remuneration Policy for the members of the
Management Board and the Supervisory Board of the Company;
10. Adoption of the resolution on the amendment of the Company’s Statute;
11. Closing of the Meeting.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 3
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the review and approval of the Company’s financial statements for the 2019 financial year and the report
of the Management Board on the Company’s operations in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.1 of the Commercial Companies Code, and Article 53
section 1 of the Accounting Act dated 29 September 1994 as amended, the General Shareholders’ Meeting
of the Company, after examination and becoming familiar with the opinion of the Supervisory Board of the
Company, hereby approves the financial statements of the Company for the 2019 financial year, including
the balance sheet, the profit and loss account, the cash flow statement and the additional information, as
well as the report of the Management Board on the Company’s operations in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 4
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the review and approval of the Company’s Capital Group’s consolidated financial statements for the 2019
financial year and of the report of the Management Board on the Company’s Capital Group’s operations in
the 2019 financial year
§ 1.
Pursuant to Article 395 § 5 of the Commercial Companies Code, and Article 63c section 4 of the Accounting
Act dated 29 September 1994 as amended, the General Shareholders’ Meeting of the Company, following a
review, approves the consolidated financial statements of the Company’s Group for the 2019 financial year
and the report of the Management Board on the Company’s Capital Group’s operations in the 2019 financial
year.
§ 2.
This resolution shall come into force on the date of its adoption.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 5
of the Annual General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the distribution of profits for the 2019 financial year
§ 1.
The net profit of the Company for the period between 1 January 2019 and 31 December 2019, as indicated
in the standalone financial statements of the Company for the financial year ending 31 December 2019,
amounting to PLN 321,756,000 (in words: three hundred twenty one million seven hundred fifty six thousand
zlotys) shall be left with the Company as retained profits and allocated for the supplementary capital (kapita?
zapasowy) of the Company.
§ 2.
This resolution shall come into force on the date of its adoption.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 6
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Thomas Kurzmann – President of the Company’s
Management Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by the President of the Company’s
Management Board, Mr. Thomas Kurzmann in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 7
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Erez Boniel – member of the Company’s
Management Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by the Management Board’s member
Mr. Erez Boniel in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 8
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Alexander Hesse – Chairman of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by the Chairman of the Company’s
Supervisory Board, Mr. Alexander Hesse in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 9
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Olivier Brahin – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Olivier Brahin in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 10
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27 August 2020
on the approval of the duties performed by Ryszard Koper – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Ryszard Koper, from 1 January 2019 to 20 December 2019.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 11
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Jan Düdden – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Jan Düdden in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 12
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Patrick Haerle – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Patrick Haerle, in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 13
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Mariusz Grendowicz – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Mariusz Grendowicz in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 14
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Marcin Murawski – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Marcin Murawski in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 15
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27 August 2020
on the approval of the duties performed by Ms. Katharina Schade – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Ms.
Katharina Schade in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 16
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on the approval of the duties performed by Mr. Ryszard Wawryniewicz – member of the Company’s
Supervisory Board in the 2019 financial year
§ 1.
Pursuant to Article 393, section 1 and Article 395 § 2.3 of the Commercial Companies Code, the General
Shareholders’ Meeting of the Company approves the duties performed by Supervisory Board member Mr.
Ryszard Wawryniewicz in the 2019 financial year.
§ 2.
This resolution shall come into force on the date of its adoption.
§ 3.
This resolution was adopted by way of secret ballot.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
RESOLUTION No. 17
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on acceptance of the Remuneration Policy for the members of the Management Board and the
Supervisory Board of the Company
§ 1.
Acting on the basis of Article 90d et seq. of the Public Offering Act, the General Shareholders’
Meeting of the Company hereby adopts the Remuneration Policy for the members of the
Management Board and the Supervisory Board of the Company. The remuneration policy, constitutes
Schedule No. 1 to this resolution.
§ 2.
This resolution shall come into force on the date of its adoption.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 356 984 405 50 175 982 0
18
Schedule no. 1 to the resolution no. 17 of the General Shareholders’ Meeting of the Company
on 27th August 2020 in a form adopted by the Supervisory Board of the Company on 28th July
2020.
REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT BOARD AND THE
SUPERVISORY BOARD OF GLOBE TRADE CENTRE S.A.
[27 AUGUST] 2020
I. GENERAL PROVISIONS
1. The General Shareholders’ Meeting of the Company has adopted pursuant to Article 90d
et seq. of the Public Offering Act, this Remuneration Policy for the members of the
Management Board and the Supervisory Board.
The Remuneration Policy is valid from 27 August 2020, i.e. the date of adoption of the
Resolution.
2. Definitions:
Articles of Association means the articles of association of the
Company;
Commercial Companies Code or CCC means Act of 15 September 2000 –
commercial companies code;
Company means Globe Trade Centre S.A. with its
registered office in Warsaw;
General Shareholders’ Meeting means the general shareholders’ meeting of
the Company;
Group means a capital group of entities formed by
the Company within the meaning of Act of 29
September 1994 on bookkeeping;
Management Board means management board of the Company;
Phantom Shares means phantom shares of the Company
offered to key executives within the Phantom
Shares Program;
Phantom Shares Program means the Phantom Shares program adopted
by the Company;
Polish Labour Code means the Act of 26 June 1974 - labour code;
Public Offering Act means the Act of 29 July 2005 on public
offering, conditions governing the introduction
of financial instruments to organised trading,
and on public companies;
Remuneration Committee means the remuneration committee of the
Supervisory Board;
Remuneration Policy means this remuneration policy for members
of the Management Board and the
Supervisory Board;
Resolution means the General Shareholders’ Meeting
dated 27 August 2020 on the adoption of the
Remuneration Policy;
Supervisory Board means the supervisory board of the Company;
WSE means the Warsaw Stock Exchange (in
Polish: Gie?da Papierów Warto?ciowych w
Warszawie S.A.).
3. The purpose of this Remuneration Policy is to set out the rules of remuneration for
members of the Management Board and the Supervisory Board. It aims to contribute to
20
the implementation of the Company's business strategy, its long-term interests and the
stability of the Company.
4. The amount of remuneration of the members of the Management Board and the
Supervisory Board shall be sufficient to attract, maintain and motivate people with
qualifications or competences necessary for the proper management and supervision of
the Company.
5. The Remuneration Policy has been prepared based on the underlying assumptions
intended to encourage the members of the Management Board to execute the
Company’s strategy and protecting the value of the Company by reducing the risk of
turnover among the key executives.
II. REMUNERATION RULES FOR MEMBERS OF THE MANAGEMENT BOARD
General principles
6. The remuneration of the members of the Management Board is determined by the
Supervisory Board and it 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 operations situation and
needs.
7. The legal relationship between members of the Management Board and the Company
may arise under:
- an employment contract; and/or
- a management contract or other civil law contract being concluded for a period of
performing function in the Management Board; and/or
- a corporate relationship resulting from the appointment to the Management Board
concluded for the duration of their mandate.
8. Members of the Management Board are entitled to the following components of
remuneration:
- fixed remuneration;
- variable remuneration in the form of annual bonus;
- Phantom Shares or other incentive programs either based on the Company’s shares
or movement of prices of these shares as established in the future by the General
Shareholders’ Meeting or the Supervisory Board;
- compensation for compliance with the non-compete clause; and
- severance payment related to termination of the legal relationship with the Company.
Duration and terms of termination of legal relationships between the Company and the
members of the Management Board
9. The legal relationship between a member of the Management Board and the Company
may be individually negotiated, so it may differ between members of the Management
Board.
10. The termination rules and the notice periods in relation to the employment contracts of
members of the Management Board are as stipulated in the Polish Labour Code. The
termination rules and the notice periods in relation to the management contracts or any
other civil law contracts are as stipulated in a given contract concluded by a particular
member of the Management Board, provided that in general such management contracts
or any other civil law contracts are terminated at the same time as the termination of
service on the Management Board. If a member of the Management Board is granted
remuneration only on the basis of the corporate relationship resulting from an
appointment to the Management Board, the legal relationship with the Company shall
then be terminated in accordance with the provisions of the Commercial Companies
Code and the Articles of Association.
11. Management contract can be terminated without notice and with immediate effect if a
member of the Management Board seriously breached his obligation and duties ensuing
from such contract.
12. On account of the termination, members of the Management Board shall be entitled to
severance payment, not exceeding 50% of the annual fixed remuneration for a particular
member of the Management Board.
13. Management contracts of members of the Management Board determine the severance
payment as a result of resignation or dismissal from the position without a significant
reason.
Description of fixed remuneration and variable remuneration components and additional
financial and non-financial benefits that may be awarded to the members of the Management
Board
Fixed components of remuneration
14. Members of the Management Board are entitled to a monthly basic salary.
15. The amount of fixed monthly salary may differ between individual members of the
Management Board due to their functions and individual arrangements made between
the given member of the Management Board and the Company.
Variable components of remuneration
16. Members of the Management Board may receive the variable components of
remuneration in a form of an annual performance bonuses based on goals or objective
results (“Annual Performance Bonus”).
It is designed to be motivational and to reward the members of the Management Board
for fulfilling their roles, discharging their responsibilities and for delivering superior results.
Annual Performance Bonus targets and the related payouts shall reflect a range of
expected levels of performance.
Members of the Management Board may be entitled to the Annual Performance Bonus in
the case of achievement of 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. The Supervisory Board determines the amount of
the Annual Performance Bonus based on the assessment of the performance of a
particular member of the Management Board, taking account of a set of factors such as:
(i) the period of performing serving on the Management Board, (ii) the quality of work and
scale of contribution to the implementation of the strategy of the Company and the
Group, (iii) the evaluation of actions taken in significant areas of the operations of the
Company and the Group, and (iv) the recognition of social interests, Company's
contribution to environmental protection and actions taken in order to prevent the
negative effects of the Company's social activity and removing them.
The Annual Performance Bonus is paid after the approval of the annual financial
statements by the Supervisory Board of the Company.
17. There are no specific rules relating to the periods of deferral of payments or the
possibility of demanding the return of variable components of remuneration set in the
Company.
18. Variable components of remuneration are dependent on meeting specific objectives and
achievements, which may differ between each member of the Management Board. It may
be granted and paid only if it does not affect the stability of the Company or threaten the
continuity or stability of the Company's operations.
19. The return of variable components of remuneration unduly paid to a member of the
Management Board is subject to the rules set out in in accordance with generally
applicable laws.
Phantom Shares and other remuneration received in the form of financial instruments
20. Members of the Management Board may receive also Phantom Shares or other incentive
programs either based on the Company’s shares or movement of prices of these shares
as established in the future by the General Shareholders’ Meeting or the Supervisory
Board
Members of the Management Board can be motivated by the opportunity to participate in
the Phantom Shares Program, under which a member of the Management Board has
entitlement to the specified total number of Phantom Shares.
The Phantom Shares vesting period lasts three years and coincides with the period of
legal relationship between the Company and a particular member of the Management
Board. The Phantom Shares shall be vested in three tranches, in such a way that once a
year, a member of the Management Board is entitled to a particular number of Phantom
Shares.
The Management Board members are entitled to exercise their rights under the vested
Phantom Shares within the period specified in the contract of a particular member of the
Management Board. If the Management Board member ceases to perform his or her
function, such member shall be entitled to exercise all vested Phantom Shares within 30
days from the cessation.
Pursuant to the Phantom Shares Program part of the remuneration for members of the
Management Board may be provided by granting them payment rights based on the
trading quotation of shares of the Company on the WSE.
The Phantom Shares grant to the entitled members of the Management Board a right for
a cash settlement from the Company or other Group entity in the amount equal to the
difference between the average closing price for the Company’s shares on the WSE
during the 30-day period prior to the date of delivery to the Company of the exercise
notice, and settlement price (“strike price”) per share (adjustable for dividend).
Phantom Shares are only a means of calculating the future variable component of
remuneration, which depends on the future market price of shares of the Company on the
WSE. The Phantom Shares are not financial instruments convertible or exchangeable
into shares in the Company, in particular, they are not options on such shares. The
Phantom Shares are not transferable.
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.
Besides the Phantom Shares, members of the Management Board may be also granted
with other types of incentive programs which may either grant rights to acquire new or
purchase existing shares of the Company or be based on movement of prices of the
Company’s shares, which may be adopted in the Company from time to time. Relevant
provisions relating to such other incentive programs, such as vesting periods, principles
of transferring such shares or rules of exercising rights to receive remuneration under
such programs shall be regulated by the General Shareholders’ Meeting or the
Supervisory Board and further detailed in the agreement to be concluded between the
Company and member of the Management Board participating in such other incentive
program.
The amount of payments based on the Phantom Shares is strictly dependent on the
Share price movement, and thus it is dependent on the achievement of the objectives set
out in this Remuneration Policy.
The establishment of the link between the Management Board member's remuneration
and the increase in the Company's Shares prices aligns his or her personal interest with
the interests of shareholders. Implementation of the Company’s strategy and commitment
to long – term interests should have positive impact on the Share prices which in turn
should translate to higher remuneration of Management Board members. In addition, it
also leads to the increase in motivation of Management Board members and retaining
them in the Company and as such it contributes to the stability of the Company.
Additional financial and non-financial benefits that may be awarded to members of the
Management Board
21. Members of the Management Board may receive additional benefits, such as:
- private medical care, including family members,
- compensation for compliance with the non-compete clause following the end of
engagement,
- he use of company cars, company telephones and other electronic devices for
private purposes and covering their costs,
22. In addition, members of the Management Board may also receive liability insurance
coverage, as well as reimbursement of other expenses related to execution of duties in
the Management Board.
23. Compensation for compliance with the non-compete clause after termination of legal
relationship with the Company may be granted in the amount of 25% of the fixed monthly
remuneration of a particular member of the Management Board multiplied by the number
of months during which the non-compete obligation shall be effective. Such
compensation shall be paid in monthly installments for the months of duration on the non-
compete obligation.
24. The maximum duration of the non-competition clause is 6 months from the date of
termination of the legal relationship of a member of the Management Board with the
Company.
Proportion of fixed and variable remuneration
25. The Company prescribes the remuneration system so that the total share of variable
remuneration together with additional financial and non-financial benefits is between 30%
and 150% of the annual fixed remuneration for a particular member of the Management
Board. For calculation of the above proportion between fixed and variable parts of the
remuneration, the value of the Phantom Shares is disregarded.
Remuneration received from other Group entities
26. Members of the Management Board may also receive remuneration based on contracts
or other legal relationships entered into in connection with or for their assigned functions
in corporate bodies of entities belonging to the Group. Such remuneration may be fixed,
variable and may also include any additional financial or non- financial benefits.
Remuneration of the Members of the Management Board from entities belonging to the
Group adds up and as total is subject to the terms and conditions of this Remuneration
Policy.
III. REMUNERATION RULES FOR MEMBERS OF THE SUPERVISORY BOARD
General principles
27. Members of the Supervisory Board are remunerated on the basis of the corporate
relationship with the Company resulting from their appointment for the duration of their
mandate.
Duration and terms of termination of legal relationships between the Company and the
members of the Supervisory Board
28. The legal relationship between a member of the Supervisory Board and the Company is
related to the period of service. Members of the Supervisory Board are appointed to
serve for 3 years.
Description of fixed remuneration and variable remuneration components and additional
financial and non-financial benefits that may be awarded to the members of the Supervisory
Board
Fixed remuneration
29. Members of the Supervisory Board are entitled only to monthly fixed remuneration for
performing their functions. The amount of such fixed remuneration is determined by of
the General Shareholders’ Meeting.
30. Members of the Supervisory Board performing additional functions in a separate
committee(s) are entitled to additional monthly fixed remuneration in the amount
determined by a resolution of the General Shareholders’ Meeting. The chairman of each
such committees is entitled to further additional monthly fixed remuneration (in addition to
the remuneration for being a member of such committee(s)) in the amount determined by
a resolution of the General Shareholders’ Meeting.
Variable components of remuneration
31. There are no performance-based variable components of remuneration for member of
the Supervisory Board.
Additional financial and non-financial benefits that may be awarded to members of the
Supervisory Board
32. There are no other financial or non-financial benefits awarded to members of the
Supervisory Board.
IV. TAKING INTO ACCOUNT THE WORKING AND PAY CONDITIONS OF EMPLOYEES
WHEN ESTABLISHING THE REMUNERATION POLICY
33. The Company makes every effort to ensure that the legal relationships with its
employees are based on respect for the provisions of applicable laws, ethics and mutual
respect between key executives and other employees.
34. The Company actively promotes equality in its employment policy based on a consistent
organizational culture, respect for diversity, cooperation and involvement of employees
and implementation of innovative and development projects.
35. The Company applies a diversity policy to ensure optimal employment in line with the
Group's business objectives. The priority is to build trust between key executives and
other employees, and to treat all people fairly, regardless of their position.
V. MAIN FEATURES OF SUPPLEMENTARY PENSION SCHEMES AND EARLY
RETIREMENT SCHEMES
36. The Company does not offer any additional pension schemes and early retirement
schemes, except for mandatory schemes under Polish law.
VI. DESCRIPTION OF THE DECISION-MAKING PROCESS CARRIED OUT FOR THE
ESTABLISHMENT, IMPLEMENTATION AND REVIEW OF THE REMUNERATION
POLICY
37. The decision-making process carried out for the establishment of the Remuneration
Policy included the following steps:
- conducting analyses of all the issues of the remuneration and the rules of
cooperation with members of the Management Board and the Supervisory Board
within the Company conducted by the Company’s legal department based on
consultations with external advisors;
- preparation of the draft Remuneration Policy by the Company’s legal department
based on consultations with external advisors;
- verification and approval of the Remuneration Policy by the Remuneration
Committee and the Supervisory Board;
- voting and adoption of the Remuneration Policy by the General Shareholders’
Meeting.
38. The Remuneration Policy and its implementation shall be subject to periodical reviews
performed by the Remuneration Committee and the Supervisory Board.
39. A resolution of the General Shareholders’ Meeting on the remuneration policy shall be
adopted at least once every 4 years.
40. Any material changes in the Remuneration Policy require a resolution of the General
Shareholders’ Meeting.
VII. DESCRIPTION OF MEASURES TAKEN TO AVOID CONFLICTS OF INTEREST WITH
RESPECT TO MATTERS GOVERNED BY THIS REMUNERATION POLICY
41. While implementing the Remuneration Policy the possibility of conflicts and potential
conflicts of interest related to the Remuneration Policy shall be verified on an ongoing
basis.
42. The Supervisory Board analyses the risk of potential conflicts of interest. If a conflict of
interest is detected, the Supervisory Board takes the necessary steps to resolve it.
43. Contracts which the Company concluded with members of the Management Board
include a non-competition clause and a confidentiality clause. The non-competition
clauses provide the possibility of their earlier termination by the Company.
44. In order to avoid conflicts of interest with respect to matters governed by the
Remuneration Policy, the following measures have been taken:
- the draft of the Remuneration Policy has been prepared by the Company’s legal
department based on consultations with external advisors; and
- the Supervisory Board and the Management Board have been cooperating with
the Company’s legal department, in particular with regard to providing the
necessary documents and information.
45. If any conflict or potential conflict of interest with respect to the matters governed by the
Remuneration Policy is detected, the Remuneration Policy should be verified and, if
appropriate, amended at the earliest opportunity.
VIII. HOW THE REMUNERATION POLICY CONTRIBUTES TO THE OBJECTIVES SET
OUT IN POINT 4 ABOVE
46. The Remuneration Policy is based on clear, transparent and objective principles.
47. The Remuneration Policy is consistent with the objectives set by the Company’s
shareholders, which include achieving long-term value growth. It aims to ensure stability
in the management of the Company and to pursue a policy to attract and retain highly
qualified key executives. These objectives are guaranteed inter alia by variable parts of
the remuneration and a system of retention of key executives ensuring the achievement
of the best possible stable financial results in the long term, supporting proper and
effective risk management, supporting the implementation of the business strategy and
reducing conflicts of interest.
48. The rules of granting variable remuneration components, the remuneration of members
of the Management Board shall be conditional upon their superior performance in order
to encourage them to implement the Company’s business strategy, long-term interests
and its sustainability.
IX. TEMPORARY SUSPENSION OF THE REMUNERATION POLICY
49. A temporary suspension of the Remuneration Policy may be imposed if necessary in
order to protect financial stability of the Company or to guarantee its profitability.
50. The temporary suspension of the Remuneration Policy shall be introduced in relation to
the variable components of remuneration and other (additional) benefits upon the
Supervisory Board’s decision made in the form of a resolution. Such a resolution shall
indicate the period of the temporary suspension of the Remuneration Policy, its
procedure and justification.
51. The temporary suspension of the Remuneration Policy may not last longer than 24
consecutive months at a time.
X. DESCRIPTION OF SIGNIFICANT CHANGES TO THE REMUNERATION POLICY
52. This Remuneration Policy does not implement any significant changes in the practice of
remunerating members of the Management Board and the Supervisory Board in the
period immediately preceding the adoption the Remuneration Policy.
XI. DELEGATION FOR THE SUPERVISORY BOARD TO SPECIFY PROVISIONS OF THE
REMUNERATION POLICY
53. The Supervisory Board is hereby granted with a power to determine:
- amount of fixed remuneration, variable components of remuneration, including
terms of the Phantom Shares Program and any additional financial and non-
financial benefits that may be awarded to members of the Management Board;
- financial and non-financial performance criteria for variable components of
remuneration as well key performance measures indicating fulfilment of the
above performance criteria;
- specific terms and conditions of a legal relationship between members of the
Management Board and the Company.
XII. FINAL PROVISIONS
54. Once a year the Supervisory Board prepares an annual report on the Remuneration
Policy and presents it to the General Shareholders’ Meeting.
55. Appendix 1 to the Remuneration Policy specifies the duration of the current legal
relationships of the Management Board members and Supervisory Board members and
the notice periods and terms of the termination of these relationships. Appendix 1 shall
be updated on an ongoing basis and does not constitute changes to the Remuneration
Policy.
Appendix 1 to the Remuneration Policy
Information on the duration of the legal relationships, notice periods and terms of the termination
of the legal relationships between Management Board Members and Supervisory Board
Members, and the Company
Management Board
Full name Legal basis Term Notice Terms of the termination
period
[…]
[…]
[…]
[…]
Supervisory Board
Full name Legal basis Term Notice Terms of the termination
period
[…]
[…]
[…]
[…]
[…]
[…]
[…]
[…]
.
28
RESOLUTION No. 18
of the General Shareholders’ Meeting
of Globe Trade Centre Spólka Akcyjna (the “Company”)
dated 27th August 2020
on amending the Company’s statute
§ 1.
Pursuant to Article 430 of the Commercial Companies Code, the General Shareholders’ Meeting of
the Company hereby resolves to delete section 19 of the Article 9 of the Company’s statute.
§ 2.
The uniform text of the Company’s statute including the change mentioned in the § 1 above
constitutes Schedule No. 1 to this resolution.
§ 3.
This resolution shall come into force on the date of its adoption.
The number Percentage Total number The number The number The number of
of shares of share of total of valid shares of votes in of votes votes abstained
which given number of favour of the against the
valid votes shares, of resolution resolution
which given
valid votes
407 160 387 83.85% 407 160 387 407 160 387 0 0
29
Schedule No. 1 to the resolution no. 18 of the General Shareholders’ Meeting of the Company on 27th
August 2020
The unified text of the Company’s statute in the wording allowing for the amendments resulting from
resolution no. 18 dated 27th August 2020 regarding the amendment the Company’s statute.
STATUTE OF
GLOBE TRADE CENTRE S.A.
Article 1
COMPANY NAME
The Company operates under the name “Globe Trade Centre” Spólka Akcyjna, hereinafter referred to
as the “Company”. The Company may use the abbreviated name “Globe Trade Centre” S.A.
Article 2
COMPANY'S REGISTERED SEAT
The registered seat of the Company shall be the Capital City of Warsaw.
Article 3
TERRITORY OF THE COMPANY'S OPERATIONS
1 The Company shall conduct its operations within the territory of the Republic of Poland and
abroad.
2 The Company may create branches and representative offices and enterprises in Poland and
abroad.
Article 4
THE COMPANY'S DURATION
The duration of the Company shall be unlimited.
Article 5
SCOPE OF THE COMPANY'S ACTIVITIES
The scope of activities of the Company shall include:
a) Development of building projects related to the construction of buildings - 41.10.Z
b) Construction of residential and non-residential buildings - 41.20.Z
c) Other building completion and finishing - 43.39Z
d) Activities of holding companies - 64.20.Z
e) Other credit granting - 64.92.Z
f) Other financial service activities not elsewhere classified, except insurance and pension funding -
64.99.Z
g) Other activities auxiliary to financial services, except insurance and pension funding - 66.19.Z
h) Buying and selling of own real estate - 68.10. Z
i) Letting and operating of own or leased real estate - 68.20.Z
j) Real estate agencies - 68.31.Z
k) Management of real estate on a fee or contract basis - 68.32.Z
l) Legal activities - 69.10.Z
m) Accounting, bookkeeping and auditing activities; tax consultancy - 69.20.Z
n) Activities of head offices and holdings, except financial holdings - 70.10.Z
o) Business and other management consultancy activities - 70.22.Z
p) Architectural activities - 71.11.Z
q) Combined office administrative service activities - 82.11.Z
r) Activities of other membership organisations not elsewhere classified - 94.99.Z.
Article 6
COMPANY CAPITAL AND SHARES
1 All the shares are bearer shares.
2 The share capital amounts to PLN 48,555,512.20 (forty-eight million, five hundred and fifty-five
thousand, five hundred and twelve zlotys and twenty groszy) and is diivided into:
a) 139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand, two
hundred and ten) series A shares of PLN 0.10 (ten groszy) nominal value each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty) series B
shares of PLN 0.10 (ten groszy) nominal value each;
c) 235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares of PLN
0.10 (ten groszy) nominal value each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty) series C
shares of PLN 0.10 (ten groszy)nominal value each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty) series D
Shares of PLN 0.10 (ten groszy) nominal value each;
f) 39,689,150 (thirty nine million, six hundred and eighty-nine thousand, one hundred and fifty)
series E shares of PLN 0.10 (ten groszy) nominal value each.;
g) 3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and ninety)
series F shares of PLN 0.10 (ten groszy) nominal value each;
h) 17,120,000 (seventeen million, one hundred and twenty thousand) series G shares of PLN 0.10
(ten groszy) nominal value each;
i) 100,000,000 (one hundred million) ordinary series I bearer shares of PLN 0.10 (ten groszy)
nominal value each;
j) 31,937,298 (thirty-one million, nine hundred and thirty-seven thousand, two hundred and ninety-
eight) ordinary series J bearer shares of PLN 0.10 (ten groszy) nominal value each;
k) 108,906,190 (one hundred and eight million, nine hundred and six thousand, one hundred and
ninety) ordinary series K bearer shares of PLN 0.10 (ten groszy) nominal value each;
l) 10,087,026 (ten million, eighty-seven thousand, twenty-six) ordinary series L bearer shares with a
nominal value of PLN 0.10 (ten groszy) each;
m) 13,233,492 (thirteen million, two hundred and thirty-three thousand, four hundred and ninety-two)
ordinary series M bearer shares with a nominal value of PLN 0.10 (ten groszy) each; and
n) 2,018,126 (two million, eighteen thousand, one hundred and twenty-six) ordinary series N bearer
shares with a nominal value of PLN 0.10 (ten groszy) each.
3 The Company's share capital may be paid in by transfer thereto of funds from the reserve,
supplementary or other special purpose capital or funds created from write offs from net profit or
from payments of premiums paid above the aggregate nominal value of the issued shares.
4 The shareholders shall have pre-emptive right to subscribe for shares of new issues, except for
exclusion of the pre-emptive right in compliance with Article 433, paragraph 2 of the Commercial
Companies Code.
5 Shares may be redeemed through the decrease of the share capital or out of net profit, provided
that prior consent of each of the Shareholders whose shares are to be redeemed is obtained.
6 All the shares are ordinary shares. Each share shall give the right to 1 (one) vote at the
Shareholders Meeting.
7 Bearer shares cannot be exchanged to registered shares.
8 The Company may issue bonds, including bonds convertible to shares.
Article 7
COMPANY AUTHORITIES
The Company authorities are:
• the Meeting of the Shareholders;
• the Supervisory Board; and
• the Management Board.
Article 8
MEETING OF THE SHAREHOLDERS
1 Ordinary Meetings of the Shareholders shall be held once a year within 6 (six) months of the end
of the Company's financial year.
2 Ordinary Meetings of the Shareholders shall be convened by the Management Board. The
Supervisory Board shall have the right to convene an Ordinary Meeting of the Shareholders if the
Management Board fails to convene it within the timeframe defined in section 1 above.
3 Extraordinary Meetings of the Shareholders shall be convened by the Management Board. The
Supervisory Board shall have the right to convene an Extraordinary Meeting of the Shareholders
if it believes it is necessary and the Management Board failed to convene an Extraordinary
Meeting of the Shareholders within 14 (fourteen) days from the date of a relevant request of the
Supervisory Board. One or several Shareholders authorised to exercise no less than 5% (five
percent) of the votes at the Meeting of the Shareholders shall have the right to demand that an
Extraordinary Meeting of the Shareholders be convened. Additionally, each member of the
Supervisory Board is entitled to convene an Extraordinary Meeting of the Shareholders.
4 Pursuant to the rules set forth in this section 4, the Management Board can decide to use
means of electronic communication during a Meeting of the Shareholders for:
a) real-time broadcasting of the Meeting of the Shareholders; and
b) two-way, real time communication enabling the shareholders to take the floor during the
Meeting of the Shareholders while being at a location other than the venue of the Meeting of
the Shareholders.
For the avoidance of doubt, the broadcasting of the Meeting of the Shareholders using means of
electronic communication and the shareholders' right to take the floor during the Meeting of the
Shareholders (referred to as electronic online communication) pursuant to this section 4 does not
grant: (i) the right to vote (such as voting “in favour of’ or “against” or “abstaining” or lodging
objections) to shareholders or their proxies through the use of means of electronic
communication; or (ii) the right to participate in the Meeting of the Shareholders within the
meaning of Art. 4065 of the Commercial Companies Code.
5 If the Management Board elects to hold the Meeting of the Shareholders using means of
electronic communication within the scope regulated above, the Management Board should
determine and announce the rules for conducting such Meeting of the Shareholders on the
Company's website not later than 26 days before the Meeting of the Shareholders.
6 Resolutions of Meeting of the Shareholders shall be adopted by an absolute majority of the votes
cast, unless the regulations of the Commercial Companies Code or this statute provide for more
stringent conditions for the adoption of resolutions.
7 Meetings of the Shareholders are valid regardless of the share capital represented thereat,
unless the Commercial Companies Code provides otherwise.
8 Meetings of the Shareholders shall be opened by the chairman or another member of the
Supervisory Board appointed by the chairman, and in the absence thereof, a Management Board
member.
Article 9
SUPERVISORY BOARD
1 The Supervisory Board shall consist of 5 (five) to 20 (twenty) members, including the chairman,
elected in compliance with the procedure set forth below. The number of Supervisory Board
members shall be defined in compliance with the procedure as provided for below.
a) Each shareholder who individually holds more than 5% (five percent) of the shares in the
Company's share capital (the “Initial Threshold”) shall be entitled to appoint one Supervisory
Board member. Shareholders shall be further entitled to appoint one additional Supervisory Board
member for each tranche of held shares constituting 5% (five percent) of the Company's share
capital above the Initial Threshold. The Initial Threshold and each following threshold of 5% of the
share capital above the Initial Threshold will be collectively called “Appointing Thresholds”, and
the shareholders entitled to appoint Supervisory Board Members will be called “Entitled
Shareholders”.
b) Subject to section 5, Supervisory Board members shall be appointed by a written notice of
Entitled Shareholders given to the chairman of the Meeting of the Shareholders at the Meeting of
the Shareholders or outside of the Meeting of the Shareholders delivered to the Management
Board and a written statement of the selected person stating that he/she agrees to be appointed
to the Supervisory Board. The Entitled Shareholder shall provide together with the written notice a
deposit certificate proving the shareholder's ownership of shares entitling him to appoint the
Supervisory Board member or members on the date of receipt of the written notice by the
Management Board.
c) The Supervisory Board member will be appointed from the moment of receipt of the written notice
by the chairman of the Meeting of the Shareholders or the Management Board, respectively,
unless the notice provides for a later date.
d) The number of Supervisory Board members shall be 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 5 (five).
2 The mandate of the Supervisory Board members expires at the end of their term, but in case of
the Supervisory Board members appointed by the Entitled Shareholders, such mandate will
expire at the moment the shareholders who appointed such members inform the Polish Financial
Supervision Authority or the Company of a decrease in their shareholding in the Company below
the Appointing Thresholds. If the Entitled Shareholder has appointed more than one Supervisory
Board member, then their mandates will expire in the order of their appointment, i.e. the mandate
of the member last appointed will expire first.
3 The Supervisory Board shall appoint the chairman and the deputy chairman of the Supervisory
Board from among its members.
4 Members of the Supervisory Board appointed in compliance with section 1a) may be dismissed
pursuant to a resolution of the Meeting of the Shareholders adopted with a 3/5 (three-fifths)
majority of the votes cast or pursuant to a written representation by the Entitled Shareholder who
appointed such member delivered to the Company's Management Board.
5 One Supervisory Board member shall be elected by way of a resolution of the Meeting of the
Shareholders in a separate vote and shall satisfy the following requirements (the “Independent
Member”):
a) he shall not be an employee, sub-contractor, supplier, client or advisor of the Company or any
Affiliate (as defined below) thereof, nor shall he have any other business relations with the
Company or any Affiliate thereof;
b) he shall not be a member of the supervisory or management authorities of the Affiliate;
c) he shall not be a shareholder having more than 5% (five percent) of the votes at the Meeting of
the Shareholders of the Company or at the Meeting of the Shareholders of an Affiliate;
d) he shall not be a member of the supervisory or management authorities or an employee of an
entity designated in section c) above;
e) he shall not be an ascendant, descendant, spouse, sibling, parent of the spouse or any other
person with a close relationship to any of the persons listed in a) through d) above; and
f) he may not be an employee, member of the supervisory or management board, consultant,
service provider, shareholder or otherwise related to any company or other entity which is
active in the real estate sector in countries in which the Company or its Subsidiaries operate,
save for banks or financial institutions whose primary role is not the financing of real estate
ventures.
The above conditions will be collectively referred to as the “Qualifying Conditions”.
6 Each Shareholder may propose to the Management Board in writing candidates for the
Independent Member within no more than 7 (seven) days prior to the Meeting of the
Shareholders at which such Independent Member 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 his written representation that he satisfies the Qualifying
Conditions. In the event of a failure to present any candidates who would satisfy the Qualifying
Conditions, the candidate for Independent Member will have to be presented by the
Management Board at a Meeting of the Shareholders of the Shareholders.
7 Qualifying Conditions must be satisfied throughout the term of the Independent Member. If
during his term the Independent Member ceases to satisfy any of the Qualifying Conditions, he
shall immediately, but in any event no later than within one week from the receipt of such
information or occurrence, inform the Management Board about such fact in writing (the
“Notification”). The mandate of the Independent Member shall expire upon the receipt of the
Notification by the Management Board.
8 Upon the receipt of the Notification, the Management Board shall immediately, but in any case
no later than within 60 days from its receipt, convene a Meeting of the Shareholders in order to
appoint a new Independent Member. Should the Management Board learn that the
Independent Member does not satisfy the Qualifying Conditions and has not received the
Notification, the Management Board shall immediately convene a Meeting of the Shareholders
the agenda of which shall provide for the dismissal of such member and the appointment of
new one.
9 Apart from the matters defined in the Commercial Companies Code, the competencies of the
Supervisory Board shall include the following:
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) granting consent to the Company or a Company’s Subsidiary for entering into an agreement or
agreements with an Affiliate, a member of the Company's Management Board, a member of the
Company's Supervisory Board or with a member of the management or supervisory authorities
of an Affiliate. Such consent shall not be required for a transaction with companies in which the
Company holds, directly or indirectly, shares entitling it to at least 50% of the votes at the
meetings of the shareholders if such transaction (i) provides for obligations of the other
shareholders of such companies proportional to their stake in that company, or (ii) if the
difference between the financial obligations of the Company and the other shareholders does
not exceed EUR 5 million. For the purposes of this statute, indirect ownership of shares entitling
its holders to at least 50% of the votes at the meeting of the shareholders shall mean
possession of such number of shares that entitles to at least 50% of the votes in each of the
indirectly held companies in the chain of subsidiaries;
c) approval of any change of the expert auditor selected by the Company's Management Board to
audit the Company's financial statements;
d) expressing consent for the Company or a Subsidiary to: (i) execute a 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 of legal acts) other than those set forth
in the 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 meetings of the shareholders of a Subsidiary of the Company
authorizing transactions meeting the above criteria.
10 For the purposes of this statute:
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) other than the Company, a Subsidiary of the Dominating
Entity of the Company, or (iv) a Subsidiary of, other than the Company, Subsidiary of the
Company's Dominating Entity, or (v) a Subsidiary of any member of the managing or
supervisory authorities of the Company or any of the entities designated in points (i) through
(iii);
b) an entity is a “Subsidiary” of any other entity (“Dominating Entity”) if the Dominating Entity: (i)
has the right to exercise the majority of the votes in the governing bodies of the Subsidiary,
including on the basis of understandings with other authorised entities, or (ii) it 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 the members of the governing bodies 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 of the Dominating Entity or any other
Subsidiary.
11 Resolutions of the Supervisory Board shall be adopted at Supervisory Board meetings.
Resolutions of the Supervisory Board may be adopted in writing if at least three-fourths of its
members cast their votes by signing the same copy of a draft resolution or various counterparts
thereof and all of the members were informed of the wording of the draft of such resolution by
mail, courier, fax or email to the addresses provided by the members of the Supervisory Board.
12 The chairman of the Supervisory Board shall convene the Supervisory Board meetings.
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.
13 Management Board members may participate in Supervisory Board meetings in order to give
advice.
14 Agreements relating to the rights and duties of Management Board members shall be signed by
the chairman of the Supervisory Board and in his absence, by any other member authorised by
the Supervisory Board upon the prior approval of such agreements by a Supervisory Board
resolution (if required). Other legal actions between the Company and Management Board
members shall be made in accordance with the same procedure.
15 Within the limits defined by law 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 shall be 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 shall be considered as the place where the meeting was
held.
16 Unless the 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. In the event of a tie, the Chairman shall have a casting vote.
17 Regardless of section 16 above, resolutions relating to granting consent for any of the actions
referred to in 9a) through c) above shall require a vote in favour thereof by the Independent
Member, provided that none of the Supervisory Board members interested in the subject of the
resolution cannot vote in favour of the adoption of such resolution.
18 Supervisory Board members may take part in the adoption of Supervisory Board resolutions by
casting their votes in writing through another Supervisory Board member. The casting of a vote
in writing through another Supervisory Board member cannot apply to matters added to the
agenda in the course of a Supervisory Board meeting.
19 Annulled.
20 At the request of an Independent Member, 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 member who made the request is designated to directly perform such
supervisory actions.
21 The non-competition clause and the restrictions relating to participation in any competitive
entities which apply to the Company's Management Board members shall also apply to
Supervisory Board members seconded to perform permanent individual supervisory functions
as defined in Article 390 of the Commercial Companies Code.
22 The Meeting of the Shareholders may adopt the rules of the Supervisory Board which define its
organisation and the manner of the performance of actions by the Board.
23 Resolutions of the Meetings of the Shareholders with respect to the issue referred to in section
22 above as well as with regard to any amendments to such rules or the revocation thereof
shall require an absolute majority of 2/3 (two thirds) of the votes casts in order to be adopted.
24 Members of the Supervisory Board shall be appointed for a term of three years.
25 The Supervisory Board shall appoint an audit committee responsible for the review of matters
related to the Company's finances. The audit committee shall consist of three members
appointed by the Supervisory Board, including the Independent Member and two members
other than the chairman of the Supervisory Board.
Article 10
MANAGEMENT BOARD
1 The Management Board shall consist of 1 (one) to 7 (seven) members appointed by the
Supervisory Board. The Supervisory Board shall designate the president of the Management
Board and his or her deputy. The members of the Management Board shall be elected for
three-year terms.
2 The Management Board shall represent the Company before third parties and shall manage
the Company's enterprises and assets. The Management Board shall operate in accordance
with the statute and the resolutions of the Meetings of the Shareholders. The detailed scope of
the competencies of the Management Board, including a detailed description of the rules of
functioning of the Management Board shall be defined in the Rules of the Management Board
adopted by the Management Board and approved by the Supervisory Board.
3 Two members of the Management Board acting jointly shall be authorised to represent the
Company. Should the Management Board consist of one member, he shall be authorised to
represent the Company individually.
4 Without the Supervisory Board's consent, no Management Board member shall have the right
to get involved in the operations of any competitive business or participate in a company
conducting competitive activity either as its employee, management board member or
shareholder holding (directly or indirectly) more than 1% (one percent) of the share capital of
such company. A competitive business shall be understood as an entity conducting activities
including, among others, the management, marketing, purchase or sale of real estate, the lease
of real properties, advisory services, within the scope of real estate, and the construction and
financing of real estate ventures in Poland or other countries in which the Company or its
Subsidiaries operate.
5 Within the limits defined by law, the Management Board may convene meetings both within the
territory of the Republic of Poland and abroad.
6 With regard to the actions referred to in section 9 Article 9 (Supervisory Board) above, the
Management Board is required to obtain the prior consent of the Supervisory Board.
7 The Management Board may, upon receipt of the consent of the Supervisory Board and the
Meeting of the Shareholders, pay to shareholders, in the course of the financial year, an
advance towards the projected dividend at the end of the financial year in accordance with the
Commercial Companies Code.
Article 11
FINANCIAL BOOKS AND COMPANY ACCOUNTS
1 The financial year of the Company shall be the calendar year.
2 Within 3 (three) months after the end of the financial year, the Management Board shall
prepare the annual financial statements of the Company including the balance sheet and the
profit and loss account for the previous year, and recommendations with regard to the division
of profits and coverage of losses as well as all other reports required by law and a cash flow
statement and, subsequently, present such documentation to the Supervisory Board for
evaluation.
3 The Management Board of the Company shall select and use the services of expert auditors for
the purposes of auditing the financial books of the Company at the end of each financial year,
subject to 9c) of Article 9 (Supervisory Board) above.
Article 12
MISCELLANEOUS
1 The Company shall create a reserve capital through write-offs at 8% (eight percent) of the
annual profit after tax until such reserve capital reaches at least 1/3 (one-third) of the value of
the share capital.
2 Furthermore, the reserve capital shall also be credited with all of the surpluses from share
issues over and above the nominal value thereof, additional payments due with respect to any
additional privileges assigned to shares, other additional payments by shareholders which do
not increase the share capital as well as any and all amounts from the revaluation of fixed
assets.
3 The Company shall have the right to create other spare and special purpose funds as defined
by the Meeting of the Shareholders.
4 The Meeting of the Shareholders shall decide on the manner of use of the spare and special
purpose capital.
Article 13
FINAL PROVISIONS
1 In case of any doubt, any and all matters not regulated by this statute shall be governed by the
Commercial Companies Code and other relevant provisions of Polish law.
2 Copies of this statute shall be issued to the Shareholders and the Company
§ 2.
This resolution shall come into force on the date of its adoption.
Date: 27-08-2020 04:35:00
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