Globe Trade Centre S A : 2023 Remuneration Report

2023 Remuneration Report

GLOBE TRADE CENTRE S.A.

Warsaw, May 2024

1. INTRODUCTION
   This Annual Remuneration Report (hereinafter the "Report") has been prepared in accordance with the provisions of Article 90g of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Polish Companies dated 29 July 2005 (hereinafter the "Act").
   The Report provides an overview of the remuneration model of Globe Trade Centre S.A. (hereinafter the "Company") as it reflects the total remuneration of the members of the Management Board of the Company (hereinafter the "Management Board") and the members of the Supervisory Board of the Company (hereinafter the "Supervisory Board") and explains how the Company's Remuneration Policy (hereinafter the "Remuneration Policy") was applied. The Remuneration Policy was initially approved by the shareholders by way of a vote at the Annual
   General Meeting of the Company's Shareholders (hereinafter the "AGM"), which took place on
   27 August 2020, however on 14 June 2022, the AGM decided to revoke the initial wording of the Remuneration Policy of the Company and approved a new wording of the Remuneration Policy which applies to periods following the date of the approval.
   The Remuneration Policy will remain in place for four (4) financial years from the date of its approval unless the AGM approves a new policy during this period.
   The report presents data for 2023.
   In accordance with the Act, the Report will be made available on the Company's corporate website (https://gtcgroup.com) for a period of ten years following the AGM.
2. CHANGES IN THE MANAGEMENT BOARD AND SUPERVISORY BOARD
   In 2023, there were changes in the Management Board and Supervisory Board. As at 31 December 2023, the Management Board of the Company consisted of three (3) members as presented in the table below:

		MANAGEMENT BOARD AS AT 31 DECEMBER 2023
	Name			Term
	Gyula Nagy			From 31 August 2023
			Appointed as President of the Management Board
	Zsolt Farkas			From 31 August 2023
	Barbara Sikora			From 1 May 2023

The table below lists the Management Board members who ceased to serve on the Management Board in 2023:

Name		Term
Zoltán Fekete	Until 31	August 2023
Ariel Alejandro Ferstman	Until 25	April 2023
János Gárdai	Until 31	August 2023

As at 31 December 2023, the Supervisory Board consisted of ten members as presented in the table below:

SUPERVISORY BOARD AS AT 31 DECEMBER 2023

Name		Term
János Péter Bartha	From 23 June 2020
Lóránt Dudás	From 8 December 2020
Balázs Figura	From 23	June 2020
Mariusz Grendowicz	From 8 May 20001
László Gut	From 24 August 2023
Dominik Januszewski	From 16 May 2023
Artur Kozieja	From 14	June 2022
Marcin Murawski	From 15	March 2013
Sławomir Niemierka	From 2 January 2023
Bálint Szécsényi	From 23	June 2020

The table below lists the Supervisory Board members who ceased to serve on the Supervisory Board in 2023:

Name		Term
Gyula Nagy	Until 24	August 2023
Bruno Vannini	Until 15	December 2023

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1 Excluding the period from 14 June to 2 September 2022.

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3. TOTAL REMUNERATION OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

3.1. Remuneration of the Management Board

The below table provides a clear and comprehensive presentation of all remuneration granted or paid to Management Board members in the 2023 financial year by the Company and other entities from the Company's capital group (gross amounts in PLN2).

Name of Management	Year	Function		1	2		3	4	5
Board member			Fixed Remuneration	Variable Remuneration3	Extraordinary	Total	Proportion of
							items4	remuneration	fixed and
			Base	Fringe Benefits6	One - year	Multi - year			variable
			remuneration	variable7	variable			remuneration5

Members as at the end of 2023

Gyula Nagy	2023	CEO	469,935	-	-		N/A	-	469,935	100%
Zsolt Farkas	2023	COO	327,146	-	-		N/A	-	327,146	100%
Barbara Sikora	2023	CFO	690,642	72,699	-		N/A	204,467	967,808	79%/21%
			Members who ceased being on the Management Board in 2023
Zoltán Fekete	2023	CEO	1,010,860	248,279	1,438,835		N/A	4,801,926	7,499,900	17%/83%
Ariel Alejandro Ferstman	2023	CFO	414,477	30,7888	1,254,061		N/A	1,390,872	3,090,198	14%/86%
János Gárdai	2023	COO	843,147	99,535	687,680		N/A	4,410,942	6,041,304	16%/84%

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3

4

5

6

7

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All amounts specified in this Report are gross amounts in Polish zloty (PLN), unless stated otherwise. In the case of some management board members, the remuneration has been paid in Euro, however, for the purpose of this Report any amounts in Euro have been calculated using the average annual PLN/EUR exchange rate, i.e. for 2023: 4.5437.

Variable remuneration includes all of the variable components of remuneration paid during the year, in particular the annual bonuses paid during the year for the previous fiscal year. Annual performance bonuses for 2023 were granted and paid in April 2024 to Gyula Nagy in amount of 180,000 Euro and Zsolt Farkas in amount of 120,000 Euro.

Includes any other non-recurring remuneration, in particular a sign-on fee, severance and termination payments or benefits.

The relative proportion of fixed remuneration was counted by dividing the sum of fixed components, i.e. column 1, by the amount of the total remuneration, i.e. column 4, multiplied by 100. Accordingly, the relative proportion of variable remuneration was calculated by dividing the sum of all of the variable components, i.e. including not only column 2 but also the extraordinary items in column 3, by the amount of the total remuneration, i.e. column 4, multiplied by 100.

Includes additional benefits, in particular car allowance compensation and international medical insurance.

Based on the contract concluded with one of the companies from the Company's capital group, the management board members are entitled to variable performance bonus subject to the achievement of the targets specified by the Chairman of the Supervisory Board of the Company. Such bonus is awarded and payable upon approval of financial statements for the year.

It includes only the insurance for the family member.

The below table provides a clear and comprehensive presentation of all remuneration granted or paid to Management Board members in the 2023 financial year by entities from the Company's capital group other than the Company (gross amounts in PLN).

	Name of		Year			Company name		1			2		3			4			5
	Management						Fixed Remuneration	Variable Remuneration9		Extraordinary			Total			Proportion of
	Board member													items10			remuneration			fixed and
							Base		Fringe	One - year		Multi - year								variable
							remuneration		Benefits12	variable13		variable								remuneration11
							Members as at the end of 2023
						GTC Management Sp. z o.o.	316,447		-	-		N/A	-	316,447	100%
	Gyula Nagy	2023
			GTC Real Estate Development Hungary Zrt	91,862		-	-		N/A	-	91,862	100%
	Zsolt Farkas	2023			GTC Management Sp. z o.o.	272,622		-	-		N/A	-	272,622	100%
	Barbara Sikora	2023			GTC Management Sp. z o.o.	581,594		-	-		N/A	204,467	786,061	74%/26%
						Members who ceased being on the Management Board in 2023
						GTC Management Sp. z o.o.	723,957		-	1,438,835		N/A	3,952,946	6,115,738	12%/88%
	Zoltán Fekete	2023
			GTC Real Estate Development Hungary Zrt.	163,573		248,279	-		N/A	521,834	933,686	44%/56%
	Ariel Alejandro				GTC Management Sp. z o.o.	273,990		-	999,614		N/A	854,216	2,127,820	13%/87%
	2023
	Ferstman			GTC Real Estate Development Hungary Zrt.	81,282		-	254,447		N/A	337,747	673,476	12%/88%
	János Gárdai	2023			GTC Real Estate Development Hungary Zrt.	719,817		99,535	687,680		N/A	4,083,796	5,590,828	15%/85%

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1. Variable remuneration includes all of the variable components of remuneration paid during the year, in particular the annual bonuses paid during the year for the previous fiscal year.
2. Includes any other non-recurring remuneration, in particular a sign-on fee, severance and termination payments or benefits.
3. The relative proportion of fixed remuneration was counted by dividing the sum of fixed components, i.e. column 1, by the amount of the total remuneration, i.e. column 4, multiplied by 100. Accordingly, the relative proportion of variable remuneration was calculated by dividing the sum of all of the variable components, i.e. including not only column 2 but also the extraordinary items in column 3, by the amount of the total remuneration, i.e. column 4, multiplied by 100.
4. Includes international medical insurance.
5. Based on the contract concluded with one of the companies from the Company's capital group, the management board members are entitled to variable performance bonus subject to the achievement of

the targets specified by the Chairman of the Supervisory Board of the Company. Such bonus is awarded and payable upon approval of financial statements for the year.

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3.2. Remuneration of the Supervisory Board

The below table provides a clear and comprehensive presentation of all remuneration granted or paid to Supervisory Board members for the 2023 financial year by the Company (amounts in PLN14).

Name of Supervisory	Year		1		2
Board member			Fixed Remuneration	Total remuneration
			Base Remuneration	Fees for
				participation
				in
				Committees
		Members as at the end of 2023
János Péter Bartha	2023		180,000	60,000	240,000
Lóránt Dudás	2023		124,800	-	124,800
Balázs Figura	2023		124,800	-	124,800
Mariusz Grendowicz	2023		124,800	-	124,800
László Gut	2023		44,284	-	44,284
Dominik Januszewski	2023		78,168	-	78,168
Artur Kozieja	2023		124,800	48,000	172,800
Marcin Murawski	2023		126,672	60,900	187,572
Sławomir Niemierka	2023		124,465	-	124,465
Bálint Szecsenyi	2023		124,800	-	124,800
	Members who ceased being on the Supervisory Board in 2023
Gyula Nagy	2023		80,852	-	80,852
Bruno Vannini	2023		119,432	-	119,432

The Supervisory Board members are not entitled to:

• any variable remuneration from the Company or other entities from the Company's capital group.
• any fringe benefits from the Company or other entities from the Company's capital group.

Supervisory Board members are entitled only to fixed remuneration and may participate in the PPK15, which is partly covered by the Company.

In 2023, the Supervisory Board members did not receive any remuneration from other entities from the Company's capital group.

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1. Remuneration of the Supervisory Board members was granted in PLN, so the presented amounts have not been calculated using the relevant PLN/EUR exchange rate.
2. PPK means employee capital plans (Pracownicze Plany Kapitałowe) regulated by the Act of October 4, 2018 on employee capital plans.

4. REMUNERATION IN SHARES AND/ OR OTHER FINANCIAL INSTRUMENTS

In accordance with the Remuneration Policy, the members of the Management Board may also receive Phantom Shares, if a given member's agreement provides for such form of remuneration. The Phantom Shares vesting period lasts three years and coincides with the period of the legal relationship between the Company and a particular member of the Management Board. 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 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 Phantom Shares grants to the entitled members of the Management Board a right to a cash settlement from the Company or other entity from the Company's capital group in an 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 the settlement price ("strike price") per share (adjustable for dividend).

							Number of Phantom			Number of Phantom			Amounts paid to a member
	Name			Year							of the Management Board
					Shares granted			Shares vested
											(gross)
Zsolt Farkas	2023		-	-	-
Zoltán Fekete	2023		-	900,00016		-
Ariel Alejandro Ferstman	2023		-	-	-
János Gárdai	2023		-	350,00017		-
Gyula Nagy	2023		-	-	-
Barbara Sikora	2023		525,000	-	-

1. USE OF THE RIGHT TO RECLAIM
   No reclaim right was exercised during the 2023 financial year. Based on the approved Remuneration Policy, awarded variable remuneration cannot be reclaimed by the Company.
2. INFORMATION ON ANY CASH OR NON-CASH BENEFITS AWARDED TO CLOSE FAMILY MEMBERS
   No cash or non-cash benefits were granted or paid to close family members of the Management Board or Supervisory Board members during the reported financial year except the health care that is provided for the Management Board members and their families (see Fringe Benefits).
3. INFORMATION ON CHANGES, ON AN ANNUAL BASIS, IN REMUNERATION, COMPANY
   PERFORMANCE AND AVERAGE REMUNERATION OF THE COMPANY'S EMPLOYEES OTHER
   THAN MEMBERS OF THE MANAGEMENT BOARD AND MEMBERS OF THE SUPERVISORY BOARD

During the years 2020, 2021, 2022 and 2023, there were changes to the Management Board and the Supervisory Board and, therefore, there is no comparable information to present changes in

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1. Strike price per share - PLN 6.42.
2. Strike price per share - PLN 6.69.

the individual remuneration of some of the Management Board and Supervisory Board members in 2020, 2021, 2022 and 2023.

In accordance with Art. 90g sec. 3 of the Act, data for 2019 was omitted.

			2020		2021		2022			2023
			Amount		Amount				Percentage			Amount		Percentage			Amount		Percentage
			(in PLN)		(in PLN)				change			(in PLN)		change			(in PLN)		change
									2021 v						2022 v						2023 v
									2020						2021						2022
Annual
Management	9,417,091		8,358,362	-11%	8,692,588	4%	18,396,291	112%
Board
remuneration
Annual
Supervisory	612,312		852,000	39%	1,156,725	36%	1,546,772	34%
Board
remuneration
Gross	margin
from	rental	527,127,000		582,777,000	11%	558,664,000	-4%	582,400,000	4%
activity
Funds From
Operations	295,055,000		336,488,000	14%	319,770,000	-5%	332,770,000	4%
FFO
Net	income /	-		194,644,000			N/A	115,216,000	-41%	53,700,000	-53%
loss		328,741,000
Average
monthly
remuneration	17,623		16,620	-6%	20,860	26%	21,964	5%
per	employee
of	the	Capital
Group
Management	2020		2021			2022		2023
	Board
members	Amount		Amount			Percentage			Amount			Percentage			Amount			Percentage
			(in PLN)		(in PLN)				change			(in PLN)			change			(in PLN)			change
								2021 v 2020					2022 v 2021					2023 v 2022
Zsolt Farkas	-	-		-	-	-		327,14618			N/A
Barbara Sikora	-	-		-	-	-		967,80819			N/A
Zoltán Fekete	-	-		-	1,096,20720			N/A	7,499,90021		584%
Ariel Alejandro	442,32322		1,899,272		329%	2,687,632	42%		3,090,19823		15%
Ferstman

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1. The total remuneration for the period between 31 August and 31 December 2023.
2. The total remuneration for the period between 1 May and 31 December 2023.
3. The total remuneration for the period between 17 March and 31 December 2022.
4. The total remuneration for the period between 1 January and 31 August 2023.
5. The total remuneration for the period between 28 July and 31 December 2020.
6. The total remuneration for the period between 1 January and 25 April 2023.

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	Management			2020				2021									2022								2023
	Board
	members			Amount				Amount		Percentage			Amount			Percentage			Amount			Percentage
				(in PLN)				(in PLN)				change			(in PLN)			change			(in PLN)			change
										2021 v 2020					2022 v 2021					2023 v 2022
János Gárdai	-			-				-		968,01824						N/A	6,041,30425				524%
Yovav Carmi	974,67426				2,487,404				155%		2,951,19527				19%					-				-
Gyula Nagy	80,00628				210,100				163%				42,18229				-80%		469,93530				1,014%
Pedja	-			-				-		947,35431						N/A				-				-
Petronijevic
Robert Snow	739,96832				3,761,58633				408%				-				-					-				-
Thomas	3,772,11134				-				-				-				-					-
Kurzmann
Erez Boniel	3,408,00935				-				-				-				-					-				-
	Supervisory		2020				2021										2022										2023
	Board
	members
				Amount		Amount			Percentage			Amount			Percentage			Amount			Percentage
				(in PLN)		(in PLN)			change			(in PLN)			change			(in PLN)			change
													2021 v 2020					2022 v 2021					2023 v 2022
László Gut		-	-				-				-					-			44,28436					N/A
Dominik		-	-				-				-					-			78,16837					N/A
Januszewski
Sławomir		-	-				-				-					-	124,46538					N/A
Niemierka
János Péter		56,40039		108,000				91%		186,455					73%			240,000		29%
Bartha
Lóránt Dudás		6,19340		96,000		1450%		111,760					16%			124,800		12%
Balázs Figura		50,13341		96,000				91%		111,760					16%			124,800		12%

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1. The total remuneration for the period between 1 February and 31 December 2022.
2. The total remuneration for the period between 1 January 31 August 2023.
3. The total remuneration for the period between 16 April and 31 December 2020.
4. The total remuneration for the period between 1 January and 14 January 2022.
5. The total remuneration for the period between 1 July and 31 December 2020.
6. The total remuneration for the period between 1 January and 28 February 2022.
7. The total remuneration for the period between 31 August and 31 December 2023.
8. The total remuneration for the period between 15 January and 15 July 2022.
9. The total remuneration for the period between 23 June and 31 December 2020.
10. The total remuneration for the period between 1 January and 28 October 2021.
11. The total remuneration for the period between 1 January and 23 June 2020.
12. The total remuneration for the period between 1 January and 28 July 2020.
13. The total remuneration for the period between 24 August and 31 December 2023.
14. The total remuneration for the period between 16 May and 31 December 2023.
15. The total remuneration for the period between 2 January and 31 December 2023.
16. The total remuneration for the period between 23 June and 31 December 2020.
17. The total remuneration for the period between 8 December and 31 December 2020.
18. The total remuneration for the period between 23 June and 31 December 2020.

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Supervisory	2020			2021				2022				2023
Board
members
	Amount		Amount			Percentage			Amount			Percentage			Amount			Percentage
	(in PLN)		(in PLN)			change			(in PLN)			change			(in PLN)			change
						2021 v 2020					2022 v 2021					2023 v 2022
Mariusz	120,000	120,000		0%	95,58742		-20%	124,800		31%
Grendowicz
Artur Kozieja	-	-		-	91,90643			N/A	172,800		88%
Marcin Murawski	126,000	126,000		0%	158,177		26%	187,572		19%
Gyula Nagy	-	-		-	93,17944			N/A	80,85245		-13%
Bálint Szecsenyi	50,13346		96,000		91%	111,760		16%	124,800		12%
Bruno Vannini	-	-		-	82,42747			N/A	119,43248		45%
Zoltán Fekete	59,53349		114,000		91%	23,371 50		-79%	-		-
Daniel Obajtek	-	-51		-	96,67652			N/A	-		-
Ryszard	99,723	96,00053		-4%	-		-	-		-
Wawryniewicz
Peter Bozo	44,19754		-		-	-		-	-		-
Jan Christoph	-55		-		-	-		-	-		-
Dudden
Olivier Brahin	-56		-		-	-		-	-		-
Patrick Haerle	- 57		-		-	-		-	-		-
Christian	- 58		-		-	-		-	-		-
Harlander
Katharina Schade	- 59		-		-	-		-	-		-
Alexander Hesse	- 60		-		-	-		-	-		-

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1. The total remuneration for the year 2022 excluding the period between 14 June and 2 September 2022.
2. The total remuneration for the period between 14 June and 31 December 2022.
3. The total remuneration for the period between 11 March and 31 December 2022.
4. The total remuneration for the period between 1 January and 24 August 2023.
5. The total remuneration for the period between 23 June and 31 December 2020.
6. The total remuneration for the period between 22 April and 31 December 2022.
7. The total remuneration for the period between 1 January and 15 December 2023.
8. The total remuneration for the period between 23 June and 31 December 2020.
9. The total remuneration for the period between 1 January and 11 March 2022.
10. The total remuneration for the period between 30 December and 31 December 2021.
11. The total remuneration for the period between 1 January and 15 November 2022.
12. The total remuneration for the period between 1 January and 31 December 2021.
13. The total remuneration for the period between 23 June and 8 December 2020.
14. The total remuneration for the period between 1 January and 23 June 2020.
15. The total remuneration for the period between 1 January and 23 June 2020.
16. The total remuneration for the period between 1 January and 23 June 2020.
17. The total remuneration for the period between 16 April and 23 June 2020.
18. The total remuneration for the period between 1January and 23 June 2020.
19. The total remuneration for the period between 1 January and 16 April 2020.

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