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, No.17/2022 dated 1 March 2022 and No. 23/2022 dated 21 April 2022, theManagement Board of Globe Trade Centre S.A. (the "Company") herebyreports that on 12 September 2022, the Company received notification(the "Notification") of a change in the shareholding of the Company from:
GTC Holding Z_#225;rtkör_#369;en M_#369;köd_#337; R_#233;szv_#233;nyt_#225;rsas_#225;g, having its registeredoffice at Döbrentei _#250;t. 2, 1013 Budapest, Hungary ("GTC Holding")
Alpine Holding Korl_#225;tolt Felel_#337;ss_#233;g_#369; T_#225;rsas_#225;g, having its registeredoffice at Andr_#225;ssy _#250;t 11, 1061 Budapest, Hungary ("Alpine")
Global Debt Strategy S._#224; r.l. having its registered office at 5 rueGuillaume Kroll L-1882 Luxembourg, Grand Dutchy of Luxembourg, actingfor the account and on behalf of its compartment: GTC Investments ("GDS")
(all referred to as _quot;Holders_quot;)
issued pursuant to article 69a of the Act of 29 July 2005 on PublicOffering, Conditions Governing the Introduction of Financial Instrumentsto Organised Trading and on Public Companies.
Pursuant to the Notification, as a result of completion of theintra-group corporate reorganization ("Group Reorganization"), GDS beinga subsidiary of Alpine, directly acquired from GTC Holding control over100% of the shares of GTC Dutch Holdings B.V. ("GTC Dutch"). GTC Dutchis a shareholder of the Company directly holding 247,461,591 shares ofthe Company, entitling to 247,461,591 votes in the Company, representing43.1% of the share capital of the Company and carrying the right to43.1% of the total votes in the Company.
Since, on 18 February 2022 GTC Dutch and Icona SecuritizationOpportunities Group S._#192;. R.L. with its registered office in Luxembourg,acting for and on behalf of its compartment Central European Investments("ISO") concluded an assignment agreement, which became effective on 1March 2022 (the "Assignment Agreement"), based on which (i) ISOtransferred to GTC Dutch its rights to exercise the voting rightsattached to its 90,176,000 votes in the Company, representing 15.7% ofthe total votes in the Company ("ISO Voting Rights"), within the meaningof Article 87 section 1 point 3 letter c) of the Act on Public Offering,and (ii) ISO granted to GTC Dutch an unconditional and irrevocable powerof attorney to exercise the ISO Voting Rights ("Power of Attorney to ISOVoting Rights"), in result of the Group Reorganization, Alpine throughGDS, and in turn GDS through GTC Dutch, indirectly acquired also rightto exercise ISO Voting Rights.
The Group Reorganization not involve a direct transfer of shares of theCompany nor the change of total number of shares and votes of theCompany held by the group of companies.
Pursuant to the Notification, GTC Holding, GTC Dutch and ISO continuesto be parties to the acting in concert agreement, which the Companyreported in current report No. 19/2022 of 1 March 2022.
Pursuant to the Notification, before the Group Reorganisation, GTCHolding held directly and indirectly 269,352,880 shares of the Company,entitling to 269,352,880 votes in the Company, representing 46.9% of theshare capital of the Company and carrying the right to 46.9% of thetotal votes in the Company, including:
a) directly held 21,891,289 shares of the Company, entitling to21,891,289 votes in the Company, representing 3.8% of the share capitalof the Company and carrying the right to 3.8% of the total votes in theCompany; and
b) indirectly (i.e. through GTC Dutch) held 247,461,591 shares of theCompany, entitling to 247,461,591 votes in the Company, representing43.1% of the share capital of the Company and carrying the right to43.1% of the total votes in the Company.
Before the Group Reorganization, neither Alpine nor GDS held directly orindirectly any shares of the Company.
Pursuant to the Notification, as a result of the Group Reorganization:
a) GTC Holding directly holds 21,891,289 shares of the Company,entitling to 21,891,289 votes in the Company, representing 3.8% of theshare capital of the Company and carrying the right to 3.8% of the totalvotes in the Company and GTC Holding does not indirectly hold any sharesof the Company;
b) Alpine indirectly holds (i.e. through GDS, which in turn indirectlyholds through GTC Dutch) 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 totalvotes in the Company;
c) GDS indirectly holds (i.e. through GTC Dutch) 247,461,591 shares ofthe Company, entitling to 247,461,591 votes in the Company, representing43.1% of the share capital of the Company and carrying the right to43.1% of the total votes in the Company.
Pursuant to the Notification, GTC Dutch, being a subsidiary of GDS,which is in turn a subsidiary of Alpine, holds 247,461,591 shares of theCompany, entitling to 247,461,591 votes in the Company, representing43.1% of the share capital of the Company and carrying the right to43.1% of the total votes in the Company. No subsidiaries of GTC Holdingholds directly or indirectly any shares of the Company.
Pursuant to the Notification, 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.
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 GroupReorganization, the aggregate total number of votes at GTC's generalmeeting resulting from shares indirectly kept by the Holders remainsunchanged.
Pursuant to the Notification, the total votes of GTC Holding is21,891,289 votes in the Company entitling to 3.8% of the total votes inthe Company.
Pursuant to the Notification, the total votes of Alpine, indirectlythrough GDS, and in turn of GDS holds indirectly through GTC Dutch, is247,461,591 votes in the Company entitling to 43.1% of the total votesin the Company. In addition, Alpine also indirectly holds, through GDS,which in turn holds indirectly through GTC Dutch, ISO Voting Rights,i.e. the right to exercise 90,176,000 votes in the Company, entitling to15.7% of the total votes in the Company.
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.