GTC - Globe Trade Centre S.A. — M&A Activity 2022

Feb 20, 2022

Signing of the preliminary share purchase agreement relating to theacquisition of 15.7% of the shares in the share capital of Globe TradeCentre S.A.

The Management Board of Globe Trade Centre S.A. ("Company") herebyreports that today the Company received notification from GTC DutchHoldings B.V. with its registered office in Amsterdam, the Netherlands(the "Seller") and Icona Securitization Opportunities Group S._#224; r.l.acting on behalf of its compartment Central European Investments withits registered office in Luxembourg, Grand Duchy of Luxembourg (the"Buyer") that the Seller and the Buyer entered into a preliminary sharepurchase agreement ("PSPA") relating to the acquisition by the Buyerfrom the Seller of 15.7% of the shares in the Company (the "Shares")("Transaction").

Pursuant to the notification, the principal Transaction documentationcomprise of (i) the PSPA, (ii) a shareholders' agreement ("SHA")amongst, inter alios, the Buyer and the Seller, (iii) a call and putoption agreement between the Buyer and the Seller ("Call and Put OptionAgreement"), (iv) an assignment agreement between the Buyer and theSeller ("Assignment Agreement") as well as other agreements anddocuments to ensure the completion of Transaction ("TransactionDocumentation"). The Transaction Documentation will be effective upon(i) the execution of all of them and (ii) obtaining all requiredcorporate authorizations.

Pursuant to the notification, the Buyer and the Seller agreed that theSHA will constitute an acting in concert agreement within the meaning ofArticles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of theAct of 29 July 2005 on Public Offerings and the Conditions for theIntroduction of Financial Instruments to the Organised Trading Systemand Public Companies (the "Act on Public Offering") on joint policytowards the Company and exercising of voting rights on selected mattersin an agreed manner.

Pursuant to the Assignment Agreement, the Buyer will, among others,transfer to the Seller its voting rights attached to the Shares andgrant the power of attorney to exercise voting rights attached to theShares. The Assignment Agreement expires in case either call or putoption under the Call and Put Option Agreement is exercised and/or incase of a material default under the Transaction Documentation.

Pursuant to the notification, upon the consummation of the Transaction,the Buyer will hold the Shares, with reservation that the voting rightsattached to the Shares will be held by the Seller.

Pursuant to the notification, upon the consummation of the Transaction,the Parties will submit the relevant notifications pursuant to Article69 et seq. of the Act on Public Offering and meet other informationobligations as may be required by the relevant provisions of law.

Legal grounds: Art. 17(1) of Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC - inside information.