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GTC - Globe Trade Centre S.A.

Major Shareholding Notification Apr 21, 2022

5627_rns_2022-04-21_0b406299-be47-4dce-a465-c4ad94f1ded6.html

Major Shareholding Notification

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Notification of a change in the shareholding of Globe Trade CentreS.A.

In reference to the current reports No. 13/2022 dated 19 February 2022,No. 15/2022 dated 1 March 2022, No. 16/2022 dated 1 March 2022 and No.17/2022 dated 1 March 2022, the Management Board of Globe Trade CentreS.A. (the "Company") hereby reports that on 20 April 2022, the Companyreceived notification (the "Notification") of a change in theshareholding of the Company from:

1. Jean-Pierre Verlaine, having his professional address at 5, rueGuillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg;

2. 26 Investments S.A., a company organized and existing under the lawsof the Grand Duchy of Luxembourg, having its registered office at 5, rueGuillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg,registered with the Luxembourg Trade and Companies' Register (Registrede commerce et des soci_#233;t_#233;s, Luxembourg) under number B120962, fullycontrolled and owned by Jean-Pierre Verlaine, and

3. Engelwood Management _amp; Consulting, a company organized and existingunder the laws of the Grand Duchy of Luxembourg, having its registeredoffice at 50, rue de M_#252;hlenbach, L-2168 Luxembourg, Grand Duchy ofLuxembourg, registered with the Luxembourg Trade and Companies' Register(Registre de commerce et des soci_#233;t_#233;s, Luxembourg) under number B178071,fully controlled and owned by 26 Investments S.A.

(each referred to as _quot;Holder_quot;, all as _quot;Holders_quot;)

being the controlling parties of: lcona Securitization OpportunitiesGroup S._#224; r.l., a soci_#233;t_#233; _#224; responsabilit_#233; limit_#233;e organized andexisting under the laws of the Grand Duchy of Luxembourg, having itsregistered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, GrandDuchy of Luxembourg, registered with the Luxembourg Trade and CompaniesRegister (Registre de commerce et des soci_#233;t_#233;s, Luxembourg) under numberB263649, acting on behalf of its compartment Central EuropeanInvestments (_quot;ISO_quot;), fully controlled and owned by Engelwood Management_amp; Consulting, issued pursuant to article 69a of the Act of 29 July 2005on Public Offering, Conditions Governing the Introduction of FinancialInstruments to Organised Trading and on Public Companies.

In the Notification, the Holders referred to the notifications made withthe Company on 1 March 2022 (which the Company disclosed in currentreports Nos. 15, 16 and 17 dated 1 March 2022), pursuant to whichJean-Pierre Verlaine and Adrien Coulombel informed that they indirectlyacquired 15.7% of the shares in the _#8216;Company'.

Pursuant to the Notification, 26 Investments S.A. (Luxembourg RCSB120962) acquired from Adrien Coulombel, based on the sale and purchaseagreement (dated 11 April 2022 enforceable against third parties andpublished in the Luxembourg Trade _amp; Companies' Register on 13 April2022), all remaining (50%) shares in Engelwood Management _amp; Consulting(being the sole shareholder of ISO) and as a result, Jean-PierreVerlaine and the remaining Holders fully control (directly orindirectly) 15.7% of the shares in the _#8216;Company' (_quot;Transaction_quot;).

Pursuant to the Notification, before the execution of the Transaction,the Holders held (directly or indirectly) 90,176,000 ordinary bearershares in the _#8216;Company' which constitute 15.7% of the total votes atGTC's general meeting, subject however that before the Transaction thoseshares were controlled jointly by Jean-Pierre Verlaine and AdrienCoulombel and with the reservations that, as informed in thenotification made on 1 March 2022,: (i) all ISO Voting Rights (asdefined below) were transferred to GTC Dutch Holdings B.V. with itsregistered office in Amsterdam, the Netherlands (_quot;GTC Dutch_quot;) and that(ii) ISO granted the Power of Attorney to ISO Voting Rights to GTC Dutch.

Pursuant to the Notification, as a result of the execution of theTransaction, the Holders, directly or indirectly, fully control (i.e.without Adrien Coulombel) 90,176,000 ordinary bearer shares in GTC whichconstitute 15.7% of total votes at GTC's general meeting, with thereservations that, as informed in the notification made on 1 March2022,: (i) all ISO Voting Rights (as defined below) were transferred toGTC Dutch and that (ii) ISO granted the Power of Attorney to ISO VotingRights to GTC Dutch.

Pursuant to the Notification, the Holders do not have any subsidiaries,other than ISO, that hold GTC's shares directly. ISO is fully owned andcontrolled by Engelwood Management _amp; Consulting (100% of voting rights)and Engelwood Management _amp; Consulting is fully owned and controlled by26 Investments S.A. 26 Investments S.A. which is fully owned andcontrolled by Jean-Pierre Verlaine.

Pursuant to the Notification, as disclosed in the earlier notificationmade on 1 March 2022 - there are persons referred to in article 87paragraph 1 point 3 letter c of the Act on Public Offering. There is,inter alia (i) a shareholders' agreement (_quot;SHA_quot;) amongst, inter alia,ISO and GTC Dutch, (ii) a call and put option agreement between ISO andGTC Dutch (_quot;Call and Put Option Agreement_quot;), (iii) an assignmentagreement between ISO and GTC Dutch (_quot;Assignment Agreement_quot;) as well asother agreements and documents to ensure the completion of theTransaction (_quot;Transaction Documentation_quot;). ISO and GTC Dutch haveagreed, inter alia, that the SHA constitutes an acting in concertagreement within the meaning of Articles 87(1)(5) and 87(1)(6) and inconnection with Article 87(3) of the Act of 29 July 2005 on PublicOfferings and the Conditions for the Introduction of FinancialInstruments to the Organised Trading System and Public Companies (the_quot;Act on Public Offering_quot;) on joint policy towards the Company and theexercise of voting rights on selected matters in an agreed manner.Furthermore, pursuant to the Assignment Agreement, ISO, among others,transferred to GTC Dutch its voting rights attached to the shares (_quot;ISOVoting Rights_quot;) and granted the power of attorney to exercise ISO VotingRights (_quot;Power of Attorney_quot;). The Assignment Agreement expires in caseeither call or put option under the Call and Put Option Agreement isexercised and/or in case of a material default under the TransactionDocumentation. As a result of the above actions, ISO holds the shares inGTC, with the reservation that the voting rights attached to the sharesare held by GTC Dutch.

Pursuant to the Notification, none of the Holders possess the financialinstruments referred to in article 69b paragraph 1 of the Act on PublicOffering.

Pursuant to the Notification, none of the Holders possess any of thefinancial instruments referred to in article 69b paragraph 1 of the Acton Public Offering, therefore Holders do not have votes from sharescalculated in accordance with article 69b paragraph 3 of the Act onPublic Offering.

Pursuant to the Notification, after the execution of the Transaction,the aggregate total number of votes at GTC's general meeting resultingfrom shares indirectly kept by the Holders remains unchanged (with thereservation however that those shares are now fully controlled byJean-Pierre Verlaine and his fully owned subsidiaries) and is90,176,000, representing 15.7% of the total voting rights, with thereservations that (i) all ISO's Voting Rights were transferred to GTCDutch and that (ii) ISO granted the Power of Attorney to ISO VotingRights to GTC Dutch (as informed in the notification made on 1 March2022).

Legal basis: Art. 70 point 1 of the Act of 29 July 2005 on PublicOffering, the Conditions Governing the Introduction of FinancialInstruments to Organised Trading, and on Public Companies.

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