Globe Trade Centre S.A. ($GTC)
Earnings Call Transcript · April 14, 2026
Highlights from the call
The Extraordinary General Meeting of Globe Trade Centre S.A. (GTC:PL) on April 14, 2026, primarily focused on governance matters and did not provide specific financial results or forward-looking guidance. The meeting involved the election of a new Chairman of the Supervisory Board, amendments to the Articles of Association, and changes in the remuneration of board members. No direct financial performance metrics such as revenue or earnings were discussed, nor were there any changes to financial guidance.
Main topics
- Election of Supervisory Board Chairman: Dr. Zoltan Martonyi was elected as the Chairman of the Supervisory Board with an absolute majority. The vote count was 544,444,338 in favor.
- Amendments to Articles of Association: Three drafts for amendments to the Articles of Association were considered. The draft proposed by PZU Open Pension Fund was adopted with 86.59% of votes in favor.
- Remuneration Changes for Supervisory Board: The remuneration for board members was increased, with the Chairman's monthly remuneration rising from PLN 15,000 to PLN 25,000.
- Voting Procedures and Technical Issues: The meeting involved detailed voting procedures with technical issues noted in the draft resolutions, which were corrected during the meeting.
Key metrics mentioned
- Votes for Supervisory Board Chairman: 544,444,338 (Absolute majority achieved)
- Votes for PZU Draft Resolution: 437,354,945 (86.59% of votes cast)
- Votes for Allianz Draft Resolution: 140,194,455 (Did not achieve required majority)
- Remuneration Increase for Chairman: PLN 25,000 (Increased from PLN 15,000)
The meeting was heavily focused on governance and procedural issues, with no direct impact on the financial outlook or performance metrics. Investors should watch for future announcements regarding financial performance and strategic initiatives. The changes in board remuneration and governance structure could indicate a shift in corporate strategy or priorities, but without explicit guidance, the impact remains unclear.
Earnings Call Speaker Segments
Unknown Executive
ExecutivesGood afternoon. My name is Dr. Zoltan Martonyi, and I serve as Chairman of the Supervisory Board for Global Trade Center S.A. I warmly welcome all those present at today's extraordinary general meeting of shareholders of the company. I extend a particular welcome to all shareholders of the company, both those present in person and those represented by proxy. I welcome the members of the Management Board and the members of the Supervisory Board of Globe Trade Center SA as well as all other participants of today's meeting. The Extraordinary General Meeting of Shareholders of Global Trade Center, [ Spok ] with its registered office in Verso has been convened for today, 14th of April 2026 at 12:00 noon Versal time at the airport hotel [indiscernible] is committed to Robotic conference room concurred on the seventh floor. Pursuant to Article 409, Paragraph 1 of the Polish Commercial Companies Code, I hereby open the Extraordinary General Meeting of Shareholders of Globe Trade Center S.A. The minutes of today's general meeting will be drawn up by notary Monicas Magma -- Okay. Sorry. So Milena Shifga whom I warmly welcome. The technical support for voting at today's general meeting is provided by Unicom WZA. I kindly ask the representative of Unicom to present the technical rules of voting to the shareholders and to conduct a test vote.
Unknown Attendee
Attendees[Interpreted] Ladies and gentlemen, each of you received a tablet. And in the data, you can check who you represent and how many shares, the rule is very simple [indiscernible] ordered only be you will see the title of the vote and 3 decision keys, so you choose your other session after choosing decision or transfer to the next screen and then you will see our decision and then you have to confirm it. And then this volt will go into the system. If it happens that this decision was wrongly chosen by you. So then you have the open retail and you may come back to the first screen and then change your decision in the ones you can found the decision on the second screen, there is no way to return the first screen. So I will start for you the test of all. So could you please take your phone. It's just a test to check the systems working properly. Could you please vote? It's the test to vote. If there are any questions, so this is right moment to ask a question. Of course, we are at your service also throughout the conduct of this meeting. I can't see any questions, you can see the result of the vote on the screen.
Unknown Executive
ExecutivesThank you very much for the presentation. I proceed to the agenda. The first matter required resolution is Item 2, the election of the Chairman of the Extraordinary General Meeting. I invite nominations, please?
Unknown Attendee
AttendeesI would like to propose [indiscernible] to chair to this meeting. I agree.
Unknown Executive
ExecutivesI order a secret ballot on Resolution #1 regarding the election of the Chairman of the extraordinary general meeting. Please cast your vote. [Voting]
Unknown Executive
ExecutivesThank you very much. I declare that Resolution #1 has been adopted unanimously. I now hand over the conduct of the proceedings to the Chairman of the General Meeting. Thank you very much.
Unknown Executive
ExecutivesSo thank you very much for your nomination. I have the attendance list in front of me. And I am signing this attendance list right now. I would like to inform that this that -- this attendance was prepared, checked and signed. And it is all the for you if anyone wants to see it. And I would like also to inform you today's Extraordinary Meeting of Globe Trade Center was convened by the Management Board on the base of [indiscernible] of the commercial companies code and also on the basis of Article 8 of the company's statute. So the notice was displayed on the company's website on the 16th of March 2026. In the same time, on the same date, company published the report to 2026, in line with Article 106 Index 1 of the commercial companies code, and we have in this extraordinary meeting, the shareholders of the company who on the 29th of March, 2026 -- the shareholders of the company. So we have today in the extraordinary meeting 9 shareholders. who represent in total 505,074,985 shares which represents 87.95% of the total shares in the company. I would like to confirm the correctness of calling this meeting and its capability of adopting binding resolutions. Resolution is that was stipulated on the agenda. Now I move to the next point, namely the adoption of the Extraordinary General Meeting agenda. This is the agenda that is published on the company's website on the 16th of March. Point number one, opening of the Extraordinary General Meeting where the election of the Chairman of General Meeting second regard the general meeting was unconvinced mining resolutions adoption of the extraordinary meeting [indiscernible] to gain the [ Charmat ] of the company. Adoption of relation regarding the event Board of the company, adoption of a resolution regarding Mucositis of the company and the reduction of a new console text of association of the company; and point #8, the last one, closing of the extraordinary meeting. So the wording of the draft resolution was published on the company's website and in the current report and all the participants had the possibility of reading these resolutions. I will not be reading that after resolutions that when we have under this point that we have a couple of competitive thereof resolutions. I will explain which resolution is voted on at a given moment. Other reservations regarding this proposal. So I can't see -- so we will proceed in this way. At this moment, I order the vote on the resolution #2 regarding the adoption of the agenda. And this vote is open, it's not secret. So could you please cast your votes on this resolution by open ballot. [Voting]
Unknown Executive
ExecutivesI close the vote. Thank you for your votes. And I would like to inform you that this Resolution #2 has been adopted unanimously by open ballots of 505,074,985, there were no votes against and no abstentions. I would like to confirm the adoption of this resolution. Now I move to the next item on the agenda #5, adoption of a resolution regarding the appointment of the Chairman of the Security Board of the company. And to remind you, I would like to say, first of all, this resolution will be adopted by secret ballot. Secondly, on the basis of Article 413 of the commercial companies code, if such persons saw the Article 412, regulations are applicable for such persons if they are to vote or their representatives are to vote on this resolution. And in line with Resolution #3, the extraordinary general meeting of the shareholders [indiscernible] Paragraph 1 of the commercial companies called article here is Zoltan Martonyi, Chairman of the Supervisory Board of the company, are there any contributions? Are there any contributors to the discussion on this point? No, I can't see any. So I order the vote on the resolution #3, this is a secret ballot on the appointment of the Chairman of the Supervisory Board, Mr. Zoltan Martonyi. Cast your vote, please. [Voting]
Unknown Executive
ExecutivesThank you. So I would like to inform all of you that the votes 544,44,338 against 5,322,360 and abstentions, 54,808,287. So therefore, the resolution enjoyed the absolute majority of votes and was adopted. I would like to congratulate Mr. Zoltan Marconi for his nomination to the position of the Chairman of the Supervisory Board. Now I move to the next point on the agenda, namely adoption of the resolution regarding the termination of the remuneration of the members of the Supervisory Board of the company. And I would like to inform you that this resolution under this point will be adopted by secret ballot as the same in line with article 530 of the commercial companies called the persons who will involve themselves by the representatives to all of the resolutions of the applications of article or the commercial companies called apply. I will not read the entire draft. I would like only to drive action to the fact that in line with the draft solution #4. The new amount of the remuneration are sold. So the monthly remuneration will be increased from [ 10,430 ] to [ 12,500 ] and the margin revision to the Chairman of the scenarios 15,000 to 25,000 grows and the members of each committee of the supervisor reward well for the performance of the duties from 2,000 to 3,000 [indiscernible] and the additional Monteremuneration Charles Committee of the Suner Board on the top of the remuneration received the top form function of the Supervisory Board is PLN gross for the performance of the [indiscernible] remuneration from being a member of such committee. So are there any comments on this resolution? I can't see any, so I order the vote on -- by secret ballot on resolution #4. [Voting]
Unknown Executive
ExecutivesThank you for the vote cast, the votes for 476,734,847, against 28,340,138. There were no abstentions. Therefore, this resolution obtain the required majority and also adopted under the secret ballot. Now I move to the next point on the agenda is the adoption of a resolution regarding amendments the [indiscernible] association of the company and the adoption of the new consolidation the consultation of the company. So this is resolution #5. And here, we have 3 competitive drafts. So I will present historically speaking this draft. So we have the preliminary draft of the resolution which was submitted by the management Board of the company played on the company's website on 16th of March, 2026, along with the announcement of calling the extraordinary meeting then on the 19th of March, 2026, one of the shareholders [indiscernible] the pension funds, but these are [indiscernible] draft resolution to point #7. And this draft was published in the current report on the 24th of March 2026. And this draft repeats the majority of the amendments to the statute to the rassociation proposed by the many even more and adds to Article 9 Section 7. And this draft resolution was positively opinionated by the supervisory Board of the company. Then on the 13th of April, it means yesterday, one of the shareholders, Allianz opened pension fund also submitted the draft resolution, to point #7 on the agenda. On the same day, we yesterday. Also, this current report was published regarding also the submission of the draft solutions. So I hope that everyone managed to read that draft resolution. This draft resolution also repeats the majority of the proposed amendments contained in the management Board proposal and then modified in PZU draft that also contains further changes. I will not elaborate on them in detail now. So we have 3 drafts the Management Board reported Pura and Allianz draft. And in line with the regulations of putting the such drafts on their vote. So in the first one, I will put under a vote Allianz draft the most complete one. And if this draft does not get the required majority of votes. So then I will put under vote the next draft proposed by PZU. And if this draft also is not obtaining the required majority, I will put under vote the draft proposed by the Management Board. So the adoption of the resolution exhaust this point. And if it is done, I will move to the next point on the agenda. So the required majority for this resolution is 3 quarters. Has anyone has an objection, or wants to contribute to the discussion about these drafts? I can't see. So I would draw your attention to some minor technical issues because each of these drafts contains some technical inconsistencies. I will present them so that we can put them in the protocol so that you can adopt resolutions which contain the consolidated text of the Articles of Association reflecting the changes proposed. So first of all, I will put under the vote the Allianz draft. And here, I would like to draw your attention to the fact that -- so that proposed consolidated text is attached to the drought and this consolidated text in Article 11 Section 7, there is inconsistency between what is the proposed amendment and what is in the consolidated text namely. So the expression, which is in bracket, if exists, should refer not to the authorized shareholder as it has indicated a consolidated text not to the controlling shareholder. So this is the end one line below. So in a resolution, it is correct. And in the consolidated text, there is a discrepancy. And I understand that you agree that I will put under vote this resolution which will contain the correct consolidated text. Are there any reservations to this? So I open the vote on the draft Resolution #5, proposed by Allianz's open pension fund proposed on the 13th of April, yesterday. Please cast your votes on this proposed draft. [Voting]
Unknown Executive
ExecutivesThank you very much for your votes cast. I would like to inform the 140,194,455 votes, against 359,508,880, and abstentions 5,351,650. So this draft resolution does not get the required majority of the votes and this resolution hasn't been adopted. And therefore, I will move to the vote on the next draft resolution, this is that after a solution proposed by PZU [indiscernible] funds proposed on the 19th of March. And Also, I would like to draw your attention here to the same discrepancy between the wording of the resolution and consolidated text. So this expression, if exists, should refer to the controlling shareholder, not to the authorized shareholder. Also, this we put here the resolution with this corrected discrepancy. And the second obvious discrepancy, which is in the draft that we identified is in Article 10, Section 1 between point B and C. So the paragraph is ended with the word dates and enter shouldn't be there, so this point should start from granting and so this is for formatting error. And objections to this amendment. I can't see any. So I would like to ask you what you would like to contribute to the discussion on this draft resolution. No, I can't see any contributor. So I will open the ballot, the open ballot on Resolution #5 on the draft resolution proposed by PZU open pension fund. So please cast your votes. [Voting]
Unknown Executive
ExecutivesSo there is 4 resolutions have been adopted. And now we had evolved the resolution was not adopted. So there is no resolution #5 because that previous draft was not adopted. So still, we are holding on resolution #5. The next draft for the resolution #5 proposed by PZU, open pension fund. Thank you for your vote, and for 437,354,945 votes for yes, which represents 86.59% of the votes cast. There were no votes against and abstentions 67,720,040. I would like to say that this draft obtained the required majority of 3 quarters in line with commercial companies, [indiscernible] Resolution #5 was adopted in line with this draft. Therefore, I would like to confirm that the points on the agenda were exhausted and I close today's Extraordinary General Meeting of shareholders. Thank you very much for your attention.
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