GTC - Globe Trade Centre S.A.

Regulatory Filings • Jan 2, 2025

Report Content Completion of the series of transactions leading to acquisition ofthe German residential portfolio from LFH Portfolio Acquico S._#192; R.L. andPeach Property Group AG

In reference to the current report no. 21/2024 dated 16 November 2024,the Management Board of Globe Trade Centre S.A. (the "Company" or "GTC")hereby informs that as a result of the satisfaction of all theconditions precedent set forth in the share purchase agreementsconcluded with, inter alia, several group companies of Peach PropertyGroup AG ("Peach Group Companies") and LFH Portfolio Acquico S._#192; R.L.,as the sellers, on 2 January 2025, the parties completed the acquisitionof the German residential portfolio (the "Portfolio") from LFH PortfolioAcquico S._#192; R.L. and the Peach Group Companies (the "Transaction"), onterms and conditions substantially consistent with those disclosed inthe current report no. 21/2024 dated 16 November 2024.

Consequently, the Company has indirectly acquired, through itssubsidiary, GTC Paula S._#192; R.L.:

(i) from the Peach Group Companies 89.9% of the limited liabilitypartnerships: Kaiserslautern I GmbH _amp; Co. KG (or its legal successor)and Kaiserslautern II GmbH _amp; Co. KG (or its legal successor) (the"Portfolio Partnerships"), and

(ii) from LFH Portfolio Acquico S._#192; R.L., 79.8% of the limited liabilitycompanies: Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IVGmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH,Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH andPortfolio Helmstedt GmbH (the "Portfolio Companies").

at an adjusted property value of approximately EUR 448 million based on100% ownership of the Portfolio.

In addition, the Company has indirectly acquired 51% of the shares inthe property managing company managing the Portfolio, GTC PeachVerwaltungs GmbH (the "PM Company"), from the Peach Group Companies.

Upon completion, 89.9% of the shares in the Portfolio Partnerships and79.8% of the shares in the Portfolio Companies were acquired for a totalconsideration comprising EUR 167 million in cash and the ParticipatingNotes with a total nominal value of approximately EUR 42 million (asdescribed in letter C (Description of the Participating Notes)), subjectto adjustments, as well as a 51% stake in the PM Company. The PeachGroup Companies retained a 10.09% stake in the Portfolio Partnershipsand a 10.1% stake in the Portfolio Companies as well as a 49% stake inthe PM Company, while co-investors, LFH Portfolio Acquico S._#192; R.L. andZNL Investment S._#192; R.L., retained the remaining 10.1% stake in PortfolioHeidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and PortfolioHelmstedt GmbH and a 5% stake in Portfolio Kaiserslautern III GmbH,Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH andPortfolio Kaiserslautern VI GmbH, while acquiring a 0.01% stake in thePortfolio Partnerships. A further minority shareholder, Mr. MarcoGarzetti, retained a 5.1% stake in Portfolio Kaiserslautern III GmbH,Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH andPortfolio Kaiserslautern VI GmbH.

With effect from the completion, GTC Paula S._#192; R.L., the Peach GroupCompanies, LFH Acquico S._#192; R.L. and ZNL Investment S._#192; R.L. entered intoa shareholders' agreement in relation to their respective shareholdingsin the Portfolio Companies and the Portfolio Partnerships. In addition,GTC Paula S._#192; R.L. and the Peach Group Companies entered into ashareholders' agreement in relation to their respective shareholdings inthe PM Company.

Additionally, GTC Paula S._#192; R.L. is granted an option against LFHPortfolio Acquico S._#192; R.L. and ZNL Investment S._#192; R.L. to purchase allof the shares of LFH Portfolio Acquico S._#192; R.L. and ZNL Investment S._#192;R.L. in the Portfolio Companies at a price determined in accordance withthe formula used to calculate the total consideration amount (asadjusted) (the "Call Option"), provided that no reinvestments will bemade. Consequently, upon exercising the Call Option, the Company willindirectly hold 89.9% of the Portfolio Partnerships, up to 89.9% ofPortfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH andPortfolio Helmstedt GmbH and up to 85% of Portfolio Kaiserslautern IIIGmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH,Portfolio Kaiserslautern VI GmbH.

A. Funding structure

The Transaction was funded through:

1. assumption of existing senior bank loans of approximately EUR 185.4million currently provided to certain project companies by multiplebanks including: DZ Hyp AG, Landesbank Baden-W_#252;rttemberg, SparkasseKaiserslautern, and Volksbank BRAWO eG;

2. issuance of 418 bearer participating series A notes, with a nominalvalue of EUR 100,051.17 each and a total nominal value of EUR41,821,389.06 (the "Participation Notes"), further described in letter B(Description of the Participating Notes) below.

3. external financing obtained by GTC Group, further described in letterC (Debt financing) below.

B. Description of the Participating Notes

As the part of the Transaction, the Company has issued the ParticipatingNotes, which were transferred to LFH Portfolio Acquico S._#192; R.L., as anin-kind settlement of the portion of the purchase price under the sharepurchase agreement concluded with LFH Portfolio Acquico S._#192; R.L.

The Participating Notes were issued as participating notes within themeaning of Article 18 of the Act of 15 January 2015 on Bonds (the "BondsAct") - ustawa o obligacjach. The Participating Notes are unsecured,subordinated to all other liabilities owed to GTC's creditors, and havea final effective maturity extending beyond all of GTC's debt (i.e.2044).

Each year, if the General Meeting adopts a resolution on distribution ofprofit and payment of dividend (the "Resolution"), the ParticipatingNotes will entitle the noteholders to participate in the Company'sprofit. If the Resolution declares that no dividend is due, no paymentwill accrue or be payable for the Participating Notes. If the Resolutiondeclares that a dividend is to be paid, the amount payable for theParticipating Notes will correspond to the dividend amount attributableto a number of shares calculated as follows: (i) the aggregate nominalvalue of the Participating Notes divided by (ii) the average GTC shareprice on the regulated market as of 17 December 2024. Consequently, eachof 418 Notes will entitle its holder to a payment corresponding to thedividend payable for 107,628 shares in the Company's share capital (intotal, corresponding to the dividend due out of 44,967,504 shares in theCompany's share capital).

The Participating Notes do not constitute convertible notes or noteswith priority rights under the Bonds Act or the provisions of the Act of15 September 2000 - Commercial Companies Code (the "Commercial CompaniesCode") - kodeks spółek handlowych. However, under the terms andconditions of the Participating Notes, if GTC Paula S._#192; R.L. exercisesand settles the Call Option before 15 April 2025, the Company will beentitled to exercise its right to early redemption, provided that theGeneral Meeting adopts a resolution to increase the Company's sharecapital (which would require the exclusion of pre-emptive rights of theCompany's shareholders) and/or any other resolution which may berequired to effectuate the exercise of the Company's right to earlyredemption ("Share Capital Increase"). If GTC Paula S._#192; R.L. fails toexercise and settle the Call Option before 15 April 2025, the right todemand early redemption will pass to the Noteholder, subject to therelevant Share Capital Increase. In each case, upon early redemption,the Participating Notes will be redeemed, with the redemption amount setoff against the subscription price of the relevant equity instrument tobe subscribed for by the noteholder under the Share Capital Increase,and, in particular, no additional redemption amount will be due, nor anycash payable to the noteholders. The total number of new shares that theNoteholders will be entitled to subscribe for (or exercise the rightfrom subscription warrants entitling them to subscribe for) will equalthe number of GTC shares calculated based on the payments payable inrespect of the Participating Notes as provided above.

C. Debt financing

To provide additional financing for the Transaction, the Company hassecured EUR 190 million loan (the "Loan"), to be granted by certainaffiliates of The Baupost Group, L.L.C. and Diameter Capital Partners LP(the "Lenders") on terms and conditions set forth in the Term FacilitiesAgreement (the "Facility Agreement") executed on 20 December 2024.

The Loan is entered by an indirect subsidiary of the Company, GTC PaulaS._#192; R.L. (the "Borrower"), and is guaranteed in particular by theCompany, and entities from GTC Group, on terms and conditions set forthin the Facility Agreement.

The Facility Agreement requires certain entities being members of GTCGroup to establish certain security interest as well as thesubordination of liabilities (governed by local laws) pursuant toagreements executed in particular with Agent and / or the Security Agent(as defined in the Facilities Agreement), including, in particular:

(a) a first priority pledge over the shares in GTC Holding S._#192; R.L. heldby the Company established on terms and conditions set forth in PledgeOver Shares Agreement governed by laws of Luxembourg executed by theCompany as the pledgor,

(b) first priority pledge over all claims arising under certainintragroup loan agreements executed among others between the Company asthe lender and other members of the GTC Group as the lenders and/or thedebtors on terms and condition set forth in Master Pledge overReceivables Agreement governed by laws of Luxembourg executed, amongothers, by the Company as the pledgor,

(i) a pledge over the shares in the Borrower,

(ii) a pledge over all accounts of the Borrower and the receivables fromits subsidiaries,

(iii) a pledge over financial instruments representing the rights to theKildare project,

(c) share pledges over wholly-owned direct subsidiaries of the Borrower,newly established under Luxembourg law, are included, specifically thosesubsidiaries holding 100% ownership of the entities owning real estateassets referred to as the "Ericsson HQ" office building and the "evosoftHQ" office building (both located in Hungary, held by GTC UniverzumProjekt Kft.), the "Pillar" office building (located in Hungary, held byKompakt Land Ingatlanhasznos_#237;tó Kft.) and the "Ada Mall" shopping mall(located in Serbia, held by Commercial Development d.o.o. Beograd),

(d) pledges over wholly-owned direct subsidiaries of the Borrower, newlyestablished under the laws of the Grand Duchy of Luxembourg, holdingdirect shares in the Portfolio Companies and the Portfolio Partnerships,and

(e) the subordination of certain intragroup obligations and liabilitiesrelating in particular to intragroup loans to the senior liabilities ofthe respective GTC Group members under the Facility Agreement and otherFinance Documents (as defined in the Facility Agreement) on terms andconditions set forth in the Subordination Agreement relating to a EUR190,000,000 Facilities Agreement, governed by English law executed amongothers by the Company as Original Obligor and Original SubordinatedCreditor.

The claims of the Finance Parties (as defined in the Facility Agreement)under the Facility Agreement and other Finance Documents (as defined inthe Facility Agreement) will be ranked at least pari passu with allother current and future unsecured and unsubordinated obligations of theBorrower.

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).