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GTC - Globe Trade Centre S.A.

Capital/Financing Update Apr 30, 2025

5627_rns_2025-04-30_4f8708ea-6639-4da9-b2eb-4830c8059577.html

Capital/Financing Update

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Report Content Amendment of the terms and conditions of the bearer participatingseries A notes

In reference to the current report no. 7/2025 dated 16 April 2025, theManagement Board of Globe Trade Centre S.A. (the "Company" or "GTC")hereby informs that on 30 April 2025, the Company entered into anagreement with the sole noteholder, LFH Portfolio Acquico S. R.L., toamend the terms and conditions of the bearer subordinated participatingseries A notes, with a total nominal value of EUR 41,821,389.06 (the"Participating Notes").

Pursuant to the agreement amending the terms and conditions of theParticipating Notes, the deadline for the settlement of the optionagainst LFH Portfolio Acquico S. R.L. and ZNL Investment S. R.L. topurchase all of the shares held by LFH Portfolio Acquico S. R.L. andZNL Investment S. R.L. in Kaiserslautern I GmbH _ Co. KG,Kaiserslautern II GmbH _ Co. KG, Portfolio Kaiserslautern III GmbH,Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH,Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, PortfolioKaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the "Call Option")has been extended, enabling the Company to retain its right to exercisethe early redemption of the Participating Notes.

GTC Paula S. R.L. exercised the Call Option on 31 March 2025.Settlement of the Call Option has not yet occurred and is expected tooccur in the coming weeks.

Under the amended terms and conditions of the Participating Notes, ifPaula S. R.L. settles the Call Option before 30 May 2025, the Companywill be entitled to exercise its right to early redemption of theParticipating Notes, provided that the General Meeting adopts aresolution to increase the Company's share capital (requiring theexclusion of pre-emptive rights of the Company's shareholders) and/orany other resolution necessary to effectuate the Company's right toearly redemption (the "Share Capital Increase").

Upon early redemption, the Participating Notes will be redeemed by wayof set-off against the subscription price of the equity instruments tobe subscribed for by the noteholder under the Share Capital Increase,with no additional redemption amount due and no cash payable to thenoteholder.

Furthermore, on 30 April 2025, a side agreement (the "Side Agreement")was concluded between GTC Paula SARL, LFH PORTFOLIO ACQUICO SARL, ZNLINVESTMENT SARL, AcquiCo Heidenheim I GmbH, AcquiCo K'lautern III GmbH,AcquiCo KL Betzenberg IV GmbH, AcquiCo KL Betzenberg V GmbH, PortfolioK'lautern IV November, AcquiCo K'lautern VII GmbH, AcquiCo HelmstedtGmbH, Portfolio K'lautern I November, AcquiCo K'lautern II GmbH, andPortfolio Heidenheim I November, related to the share sale and purchaseagreement notarized on 11/15 April 2025 and recorded under index ofdeeds no. 335/2025-H of notary Dr. Alexander Haines in Frankfurt am Main(the "Share and Purchase Agreement"). The purpose of the Side Agreementis to regulate the agreed repayment plan for outstanding paymentsarising from the associated Share and Purchase Agreement, which thebuyers failed to make within the stipulated timeframe in accordance withits provisions. According to the parties' arrangements, the outstandingamounts are to be settled in two instalments: a planned down payment ofEUR 5,000,000.00 by 30 April 2025, and a planned closing paymentcovering the remaining amount on 30 May 2025. The planned down paymentwas made on 30 April 2025.

Legal basis: Art. 17 (1) of the Regulation of the European Parliamentand of the Council (EU) No. 596/2014 on market abuse (market abuseregulation) and repealing Directive 2003/6/EC of the European Parliamentand of the Council and Commission Directives 2003/124/EC, 2003/125/ECand 2004/72/EC (inside information).

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