TheThe real Polish state Real of real Estate estate Guide Edition 2017 Poland The real state of real estate Preface 1 1. Polish Real Estate Market 3 1.1. Office market 3 1.2. Retail market 11 1.3. Warehouse market 18 1.4. Residential market 23 1.5. Hotel market 28 1.6. Investment market 33 1.7. Key cities in Poland 44 2. Legal and tax aspects of investing in real estate 59 2.1. Legal background 60 2.2. Investment vehicles and structures 67 Contents 2.3. Real estate financing 78 2.4. Acquisition of real estate – asset deal and share deal 90 2.5. Development and construction 105 2.6. Operation and exploitation 117 2.7. Exiting the investment 125 2.8. Sale and lease back 126 2.9. Due diligence as part of the acquisition process 128 3. Accounting and auditing 139 3.1. Introduction to the accounting framework in Poland 139 3.2. Accounting records 141 3.3. Major principles in regard to recognition and measurement of assets and liabilities 143 3.4. Financial statements 148 3.5. Financial reporting, publication and audit requirements 150 3.6. Consolidation 153 3.7. Principal differences between Polish Accounting Regulations and International Financial Reporting Standards 155 3.8. Selected Aspects of Accounting for Real Estate under International Financial Reporting Standards 161 3.9. Exemptions and simplifications applicable for small and micro entities 165 4. Contact 169 Appendix 181 Preface EY, a global leader in assurance, tax, transaction, advisory and legal services prepared this guide to the Polish real estate market. This guide aims to provide its readers with a broad view of the market and the current investment climate, as well as legal and tax information, in a practical format to help you make informed investment decisions. Our combined expertise in this market has enabled us to produce what we hope will become an indispensable reference tool on the state of the Polish real estate market. In conjunction with the views contained in this guide, it is important to seek current and detailed information on the commercial climate at the time of considering your investment, as this can change at any time. This guide reflects information current as of 1 January 2017 unless stated otherwise. Poland. The real state of real estate | 1 12 | Poland. The real state of real estate Polish Real Estate Market 1.1. Office market Poland – general have entered the path of strong economic growth, increasing interest in modern office Following major reforms in 1992, Poland accommodation even in smaller cities and experienced a boom in economic activity towns. For the majority of Polish office throughout the 1990s. As with other markets, 2011 was one of the weakest markets within the emerging Polish years in terms of new supply. Strict lending economy, the modern office market criteria implemented by banks after 2008 began with an initial wave of new office initially hindered the investment process, construction primarily in the financial and but the market has since adjusted to the new political capital – Warsaw. lending conditions and construction activity Until 1996, annual supply remained below has fully recovered. The annual level of new 2 50,000 m2, which was substantially less than supply in 2013 was nearly 670,000 m , the rapidly increasing demand. Because of which represents a significant increase from the difficult local development and financing previous years and the highest yearly level conditions, supply was initially slow to in Poland since 2000. Delivery of new office respond. The second half of the decade space in Poland continues to be strong and showed a rapid increase in supply, as Poland growing, with supply numbers for 2014, demonstrated its political stability and sound 2015 and 2016 at 600,000, 643,000, 2 economic fundamentals. The rapid increases and 900,000 m respectively. This results continued into the first part of this decade, in the total current stock of office space in 2 initially addressing pent-up demand from Poland in excess of 9.0 million m . While decades of low supply, but later resulting Warsaw remains the dominant location, in an office oversupply in many major a the majority of development outside of cities and towns in Poland. Generally, rents the capital will be in the major secondary were in steady decline from the 1990s cities of Kraków, Tri–City, Łódź and Wrocław. until 2005. The run up to 2009 showed Overall, 2017 will be another successful a reversal of this trend, with indications and productive year for the Polish office of a maturing office market where new sector, provided that domestic and foreign buildings come to market in a more timely developers proceed with their plans and response to demand, thus stabilizing rents barring any major economic upheaval. In and vacancies. Although the financial summary, regional cities continue to attract crisis temporarily interrupted many of the their fair share of new office development, planned projects, Warsaw remains by far along with a young and educated workforce the largest office market in Poland and still to occupy the growing stock of modern attracts major development activity. On the office accomodation. At the same time, other hand, other regional business centers Warsaw office development has recovered Poland. The real state of real estate | 3 Polish Real Estate Market Office market in Poland Source: EY from the upset of the financial crisis and is This led to rapid growth of demand for even likely to get an added boost from Brexit modern office space in the city, which in the as international companies reconsider the period from 1990 until the first half of 1998 benefits of locating in Poland. resulted in 98% to 100% occupancy rates as well as one of the highest rental levels for Focus on Warsaw office space among European cities. The modern office market in Warsaw started to develop rapidly at the beginning of the Supply 1990s in response to the Polish political The year 1998 marked the first dramatic transition and economic reforms, followed period for modern office space, when by a growth period during recent years, in over the course of one year the supply which the Warsaw area played a major role. doubled from the 300,000 m2 completed between 1989 and 1997 to 680,000 m2. Because of its central functions and convenient location, the Polish capital Two years later, stock rose to approximately 2 city has received a significant share of the 1,360.0 m and although 54% of this was in inflow of foreign capital. Large foreign the city center, 2001 also marked the end companies, including various financial of the period in which city center locations institutions, consulting companies, as well as dominated new annual supply. With the international firms, usually choose Warsaw exception of 2003, annual delivery of as a location of their headquarters in Poland. modern office space in non-central locations In addition, Warsaw has traditionally been exceeded central, and the trend continued the most important administrative and through 2013. By the end of first half of business center for domestic companies. 2013, the total modern office space in 4 | Poland. The real state of real estate Polish Real Estate Market Annual delivery of modern office space (m2) in Warsaw Source: EY Warsaw had exceeded 4 million m2, with non- and 2.9% respectively. With the crises came central locations accounting for around 70%. a reversal of this trend, in 2008 and 2009 Warsaw remains the most mature office vacancies doubled to over 7%. In 2010, market in Poland with a total office stock of vacancy rate remained stable at the level of over 5.05 million m2 as of the end of 2016. 8%. Due to the growing demand for office accommodation and limited completions As the supply of new space reached and in 2011, the vacancy rate in Warsaw fell surpassed demand, the market saw vacancy and reached 6.7%. However at the end of rates rise to very high levels. Starting from 2012, approximately 8.8% was unoccupied. between 4 and 6% in 1998, the building Due to the significant volume of new boom from 2000 to 2002 helped vacancy projects completed in 2014, the vacancy rates rise as far as 20% in the city center rate exceeded 13%. In the end of 2015 the and 16% in the outskirts. As the market vacancy rate decreased, reaching the level stabilized, and non-central locations became of 12.3% but in 2016 the upward trend the norm rather than the exception, vacancy recovered and the average vacancy rate rates in central and non-central locations stood slightly below 14.4% as of the end of fluctuated between 15 and 19%, with non- the year. Reasons for the increase should central locations falling below the 10% mark be associated with record-breaking annual (7% on average) in 2004. supply delivered to the market and still Regardless of the proportion of central to insufficient demand. In particular, the non- non–central locations, the overall vacancy central locations were suffering as significant level in Warsaw systematically decreased part of the central annual take-up was the from 2002 until 2007, when central and consequence of relocations from non-central non-central vacancy rates stood at the 3.4% office districts. The average vacancy rate, as Poland. The real state of real estate | 5 Polish Real Estate Market of the end of 2016, stood at 13.0% in non- role and are responsible for the vast majority central and 17.1% in central locations. of office supply in Warsaw. It is expected that the vacancy level will rise Yearly new additions to the office stock steadily within the next few years and older fluctuated during last years.