GTC - Globe Trade Centre S.A. — Major Shareholding Notification 2022

Mar 2, 2022

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

In reference to the current report no. 13/2022 dated 19 February 2022,15/2022 and 16/2022 dated 1 March 2022, the Management Board of GlobeTrade Centre S.A. (the "Company") hereby informs that on 1 March 2022,the Company received notifications of a change in the shareholding ofthe Company from:

1. GTC Holding Z_#225;rtkör_#369;en M_#369;köd_#337; R_#233;szv_#233;nyt_#225;rsas_#225;g with its registeredoffice in Budapest, Hungary (_quot;GTC Holding Zrt_quot;);

2. GTC Dutch Holdings B.V. with its registered office in Amsterdam, theNetherlands (_quot;GTC Dutch_quot;)

issued pursuant to article 69 in connection with article 87 of Act of 29July 2005 on Public Offering, Conditions Governing the Introduction ofFinancial Instruments to Organised Trading and on Public Companies.

According to the notifications:

(1) on 25 February and on 1 March 2022, GTC Dutch sold to IconaSecuritization Opportunities Group S.A. R.L. with its registered officein Luxembourg, acting for and on behalf of its compartment CentralEuropean Investments (_quot;ISO_quot;) in two tranches jointly 90,176,000 sharesof the Company, entitling to 90,176,000 votes in the Company,representing 15.7% of the share capital of the Company and carrying theright to 15.7% of the total number of votes in the Company (_quot;ISOShares_quot;) (_quot;Sale_quot;);

(2) on 18 February 2022, GTC Dutch and ISO concluded an assignmentagreement, which became effective on 1 March 2022, based on which (i)ISO transferred to GTC Dutch its rights to exercise the voting rightsattached to ISO Shares, i.e. 90,176,000 votes in the Company,representing 15.7% of the total number of votes in the Company (_quot;ISOVoting Rights_quot;), within the meaning of Article 87 section 1 point 3letter c of the Act on Public Offering, and (ii) ISO granted to GTCDutch an unconditional and irrevocable power of attorney to exercise theISO Voting Rights (_quot;Power of Attorney to ISO Voting Rights_quot;)(_quot;Assignment Agreement_quot;); and

(3) on 18 February 2022, GTC Dutch and ISO concluded a call and putoption agreement, which became effective on 1 March 2022 (_quot;Call and PutOption Agreement_quot;), pursuant to which:a) GTC Dutch was granteda call option to ISO to acquire all of ISO Shares along with the ISOVoting Rights Attached, following the fulfillment of certain conditionsprecedent indicated in the Call and Put Option Agreement (_quot;Call Option_quot;);b)ISO was granted a put option to GTC Dutch to sell all of ISO Sharesalong with the ISO Voting Rights attached, following the fulfillment ofcertain conditions precedent indicated in the Call and Put OptionAgreement (_quot;Put Option_quot;),jointly the _quot;Transaction_quot;.

Before the Transaction, GTC Holding Zrt held jointly 359,528,880 sharesof the Company, entitling to 359,528,880 votes in the Company,representing 62.6% of the share capital of the Company and carrying theright to 62.6% of the total number of votes in the Company, including:a)directly held 21,891,289 shares of the Company, entitling to 21,891,289votes in the Company, representing 3.8% of the share capital of theCompany and carrying the right to 3.8% of the total number of votes inthe Company; andb) indirectly (i.e. through GTC Dutch) held337,637,591 shares of the Company, entitling to 337,637,591 votes in theCompany, representing 58.8% of the share capital of the Company andcarrying the right to 58.8% of the total number of votes in the Company.

As a result of execution of the Transaction GTC Holding Zrt holdsjointly 269,352,880 shares of the Company, entitling to 269,352,880votes in the Company, representing 46.9% of the share capital of theCompany and carrying the right to 46.9% of the total number of votes inthe Company, including:a) directly holds 21,891,289 shares of theCompany, entitling to 21,891,289 votes in the Company, representing 3.8%of the share capital of the Company and carrying the right to 3.8% ofthe total number of votes in the Company; andb) indirectly (i.e.through GTC Dutch) holds 247,461,591 shares of the Company, entitling to247,461,591 votes in the Company, representing 43.1% of the sharecapital of the Company and carrying the right to 43.1% of the totalnumber of votes in the Company.

In addition, GTC Holding Zrt also holds indirectly, through GTC Dutch,the ISO Voting Rights, i.e. the right to exercise 90,176,000 votes inthe Company, entitling to 15.7% of the total number of votes in theCompany.

There are no subsidiaries of GTC Dutch that hold the shares of theCompany

According to the notifications there are no persons mentioned in Article87 section 1 point 3 letter c of the Act on Public Offering, besides GTCDutch, which concluded with ISO the Assignment Agreement being theagreement transferring the right to exercise the voting rights referredto in Article 87 Section 1 point 3 letter c of Act on Public Offering,transferring the ISO Voting Rights to GTC Dutch. Pursuant to theAssignment Agreement, ISO also granted to GTC Dutch the Power ofAttorney to ISO Voting Rights.

According to the notifications pursuant to the Call Option, which may beexercised within the 5 (five) years following execution of the Call andPut Option Agreement, GTC Dutch is entitled to acquire all of ISO Sharesalong with the ISO Voting Rights attached, i.e. 90,176,000 shares of theCompany, entitling to 90,176,000 votes in the Company, representing15.7% of the share capital of the Company and carrying the right to15.7% of the total number of votes in the Company, following thefulfilment of certain conditions precedent indicated in the Call and PutOption Agreement. As at the date of this notification, GTC Dutch'srights under the Call Option remain unexercised.

According to the notifications pursuant to the Put Option, which may beexercised within 5 (five) years following the execution of the Call andPut Option Agreement, GTC Dutch is obliged to acquire all of ISO Sharesalong with the ISO Voting Rights attached, i.e. 90,176,000 shares of theCompany, entitling to 90,176,000 votes in the Company, representing15.7% of the share capital of the Company and carrying the right to15.7% of the total number of votes in the Company, following thefulfilment of certain conditions precedent indicated in the Cali and PutOption Agreement. As at the date of this notification, ISO's rightsunder the Put Option remain unexercised.

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.