PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k., Polna 11 str., 00-633 Warsaw, Poland;
T: +48 (22) 746 4000, F: +48 (22) 742 4040, www.pwc.com
PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11 str.
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Independent Statutory Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of Globe Trade Centre S.A.
Our opinion
In our opinion, the accompanying annual consolidated financial statements
give a true and fair view of the consolidated financial position of Globe Trade Centre S.A. (the “Parent Company”) and its subsidiaries (together the “Group”) as at 31 December 2024 and the Group’s consolidated financial performance and the consolidated cash flows for the year then ended in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the adopted accounting policies.
What we have audited
We have audited the annual consolidated financial statements of the Globe Trade Centre S.A. Group which comprise:
the consolidated statement of financial position as at 31 December 2024;
and the following prepared for the financial year then ended:
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated statement of changes in equity;
the consolidated statement of cash flows, and
the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing as adopted by the resolutions of the National Council of Statutory Auditors and the resolution of the Council of the Polish Agency for Audit Oversight (“NSA”) and pursuant to the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (the “Act on Statutory Auditors”). Our responsibilities under NSA are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with “the Handbook of the International code of ethics for professional accountants (including International independence standards)” (“Code of ethics”) as adopted by resolution of the National Board of Statutory Auditors and other ethical requirements that are relevant to our audit of the consolidated financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of ethics. During the audit, the key statutory auditor and the audit firm remained independent of the Group in accordance with the independence requirements set out in the Act on Statutory Auditors.
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Our audit approach
Overview
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Parent Company’s Management Board made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole.
The overall materiality threshold adopted for our audit was set at EUR 28.8 million, which represents approximately 0.9% of the total assets of the Group.
We have audited the Parent Company and subsidiaries in 8 countries.
In respect to subsidiaries in countries other than Poland, audit procedures have been conducted by audit firms from PwC network in accordance with instructions issued by us under our supervision and by us.
Valuation of investment property
Acquisition of the German residential portfolio
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Materiality
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Group scoping
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Key audit matters
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Overall Group materiality
EUR 28.8 million
How we determined it
Approximately 0.9% of the total assets of the Group
Rationale for the materiality benchmark applied
We have adopted the Groups’ total assets as the benchmark for determining materiality because, in our view, this benchmark is commonly used by the users of financial statements to evaluate the operations of the Group and is a generally accepted benchmark for groups in the real estate industry.
We adopted the materiality threshold at 0.9% because based on our professional judgement it is within the acceptable quantitative materiality thresholds.
How we tailored our Group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
We have audited the Parent Company and subsidiaries in 8 countries. We received audit reports from other auditors from PwC network from Hungary, Luxembourg and Germany who audited the financial information or specific line items from the financial information of the Group’s subsidiaries from those countries. Subsidiaries from 5 countries were subject to our audit. The scope of our audit covered almost 100% of the Group’s revenue and 97% of total assets before consolidation eliminations.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.
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Key audit matter
How our audit addressed the key audit matter
Valuation of investment property
The investment property balance in the consolidated financial statements of the Group as at 31 December 2024 is EUR 2,674.6 million. In Note 17 of the consolidated financial statements the Group presented the disclosures related to investment properties, including the key assumptions adopted to measure the investment properties at their fair value.
The Group has a portfolio of investment properties comprising land, completed properties in the office, retail and residential sectors, as well as investment properties under construction.
At least once a year, as at the end of each financial year, investment properties are measured at fair value determined with the support of valuation experts, including independent appraisers. To determine the fair value of properties, independent appraisers apply various approaches, methodologies and measurement techniques depending on the type of the property assessed.
The fair value measurement of investment properties is affected by the inherent risk of uncertainty of the estimations made for the purpose of their measurement, and is sensitive to the underlying assumptions. The value of the investment properties depends on the adopted measurement method and assumptions, such as the discount rate and capitalization rate, expected rental income and various multipliers which are based on the subjective assessment of unquantifiable factors such as the location of the property.
In 2024 the Group incurred a loss from revaluation of investment property of EUR 9.7 million, which was recognized in the consolidated income statement.
Our audit procedures comprised in particular:
a) gaining an understanding and assessing the process of measuring and controlling the measurement of investment properties and assessing the qualifications, scope and conditions of the work and the objectivity of the independent appraisers;
b) assessing compliance of the adopted accounting policies in respect of investment properties with the appropriate financial reporting standards;
c) reconciling – on a selected sample – the value of investment properties presented in the consolidated financial statements with the valuation reports prepared by independent appraisers;
d) for a selected sample – verification of the mathematical accuracy and methodological consistency (with support of internal PwC valuation experts) of property valuations made by an independent appraisers;
e) performing a critical assessment of the assumptions adopted and estimations made by the Group to determine the fair value, in particular, checking – on a selected sample – the following elements of the valuation procedures:
• the adopted approach, valuation methodology and techniques which depend on the type of the property assessed;
• in case of properties which generate revenue, detailed tests were conducted in respect of:
- the assumptions relating to revenue: the amount of unit rental fee, the assumed level of vacancies, the assumed rent free period, revenue from sources other than lease;
- cost-related assumptions: the amount of the property maintenance costs, the adopted model for settling costs with lessees; the agency commission;
- the assumptions relating to capitalization/ discount rates;
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Taking into consideration the materiality of the investment properties in the Group consolidated financial statements and significant estimation uncertainty related to their valuation, we considered the valuation of investment property to be a key audit matter.
- input data on which the valuations were based, i.a. consistency with the terms of the lease agreements;
f) assessing the appropriateness and completeness of disclosures in respect of the fair value measurement of the investment property in the consolidated financial statements.
Acquisition of the German residential portfolio
On 15 November 2024, the Group entered into a series of share purchase agreements leading to the acquisition of a residential assets portfolio in Germany. In the note 28 to the consolidated financial statements, Group presents the disclosures related to the aforementioned transaction. As a result of it, Group acquired control over a German residential portfolio. Book value of the acquired investment properties in the consolidated financial statements amounts to EUR 459.4 million.
The Group acquired shares in several entities which own the residential properties from a group of third parties for a total consideration of EUR 166.9 million in cash and the participating notes issued by the Parent Company with a total nominal value of EUR 41.8 million. Additionally, a wholly- owned SPV of the Parent Company, GTC Paula SARL has call options entitling to acquisition of additional stake in the Portfolio Partnerships and becomes a party to a put option owned by Peach Group related to aforementioned stake.
The control over the German portfolio was acquired on 31 December 2024. As a result of the undertaken concentration test, the transaction was accounted for as an asset deal. As such, the surplus of the consideration over the fair value of acquired net assets was allocated mainly to investment properties acquired. Transaction costs related to the acquisition which
Our audit procedures comprised in particular:
a) analysis of the concluded share purchase agreements, the transaction structure, and assessment of the date of taking control over the target companies;
b) verification of the presentation of the participating bonds issued by the Parent Company as equity and accuracy of their valuation;
c) verification of the valuation of the elements of the total consideration for shares in the Portfolio Partnerships;
d) verification of completeness and accuracy of the valuation of options and other financial instruments recognized as a result of the concluded share purchase agreements;
e) verification of completeness of recognition and accuracy of the valuation of fair value of assets acquired by the Group as a result of the transaction, in particular, investment properties, and liabilities, including test of details such as sending confirmations, e.g., to financing institutions and lawyers of the acquired Portfolio Partnerships;
f) verification of the concentration test conducted by the Parent Company’s Management and assessment of the accounting for the transaction as an asset acquisition;
g) for a selected sample, verification of the capitalization of costs classified as directly related to the acquisition;
h) verification of the asset acquisition transaction accounting in the consolidated financial statements and verification of the adequacy and completeness of disclosures in the consolidated financial statement
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amounted to EUR 91 million were accounted for as an increase of the total consideration for the purposes of the accounting for the acquisition.
Due to the materiality of the transaction, complex financing structure and elements of judgement related to classification of issued equity instruments, recognition of options and fair valuation of acquired assets and liabilities and financial instruments related to the transaction, we determined the acquisition of the German residential portfolio to be a key audit matter.
related to the transaction.
During the execution of the above procedures, we discussed issues with an internal team specializing in International Financial Reporting Standards and engaged an auditor from the PwC network operating in Germany to conduct an audit of the Investment Properties line in the financial information of the acquired German as of 31 December 2024.
Other matter
The consolidated financial statements are expressed in EUR as the presentation currency, and are prepared in addition to the statutory consolidated financial statements (expressed in PLN as the presentation currency) for the same period. We issued a separate auditor’s report on the statutory consolidated financial statements, and that report constitutes a statutory audit report as required by the relevant regulations applicable to public interest entities in Poland and includes all elements required by these regulations.
Responsibility of the Management and Supervisory Board of the Parent Company for the consolidated financial statements
The Management Board of the Parent Company is responsible for the preparation of the annual consolidated financial statements that give a true and fair view of the Group’s financial position and results of operations, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Parent Company’s Articles of Association, and for such internal control as the Parent Company’s Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent Company’s Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Parent Company’s Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Members of the Supervisory Board are responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
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not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.
The scope of the audit does not include an assurance on the Group’s future profitability nor the efficiency and effectiveness of conducting its affairs by the Parent Company’s Management Board, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent Company’s Management Board;
conclude on the appropriateness of the Parent Company’s Management Board’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern;
evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purpose of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Audit Committee of the Parent Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee of the Parent Company with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee of the Parent Company, we determine those matters that were of most significance in the audit of the consolidated financial statements of the
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current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other information
The Management Board of the Parent Company is responsible for the other information. The other information comprises the Consolidated Annual Report (but does not include the consolidated financial statements and our auditor’s report thereon).
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Key Statutory Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of audit firms with the number 144., is Piotr Wyszogrodzki.
Piotr Wyszogrodzki
Key Statutory Auditor
No. in the registry 90091
Warsaw, 29 April 2025