Conclusion of the share purchase agreements aimed at the acquisitionof the German residential portfolio from LFH Portfolio Acquico S._#192; R.L.and Peach Property Group AG and delayed disclosure of inside informationon the approval of this acquisition.

The Management Board of Globe Trade Centre S.A. (the "Company" or "GTC")hereby announces that on 15 November 2024 the Company entered into aseries of share purchase agreements with, inter alia, Peach PropertyGroup AG and LFH Portfolio Acquico S._#192; R.L., as the sellers, leading tothe acquisition of the portfolio of residential assets in Germany (the"Portfolio") currently held by Peach Property Group AG (the"Transaction"). The closing of the Transaction is conditional upon thefulfillment of a number of conditions precedent specified in theTransaction documentation.

The envisaged Transaction assumes that the Company will indirectlyacquire:

(i) from Peach Property Group AG 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., and from ZNL Investment S._#192;R.L., as a result of a series of transactions, up to 89.9% of thelimited liability companies: Portfolio Kaiserslautern III GmbH,Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH,Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, PortfolioKaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the "PortfolioCompanies").

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

As the first tranche, the Company, indirectly through its subsidiary,GTC Paula S._#192; R.L., will acquire 89.9% of the shares in the PortfolioPartnerships and 79.8% of the shares in the Portfolio Companies for atotal consideration comprising EUR 167 million in cash and theParticipating Notes with a total nominal value of approximately EUR 42million (as described in letter C (Description of the ParticipatingNotes)), subject to adjustments. Peach Property Group AG will retain a10.1% stake in the Portfolio Partnerships and the Portfolio Companies,while co-investors, ZNL Investment S._#192; R.L. and LFH Portfolio AcquicoS._#192; R.L., will retain remaining specified shares. The Company will alsobe granted an option to purchase additional 10.1% of the PortfolioCompanies at an option price determined in accordance with the formulaapplicable for the calculation of the consideration amount (asadjusted), provided that no reinvestments will be made. Consequently,the Company will acquire 89.9% of the Portfolio Partnerships and up to89.9% of the Portfolio Companies.

A. Portfolio overview

The Portfolio is centred around three cities in Germany: Kaiserslautern,Helmstedt, and Heidenheim. It has a residential share of close to 100%and an occupancy rate of around 87.4%. In total, the portfolio comprises5,165 residential, 47 commercial units, 71 other units, and 2,108parking units with a total lettable area of 324,167 sqm. The main assetclasses by year of construction are properties built in 1950-1969 andnewer properties built in 1970-1984.

B. Funding structure

Under the agreed terms and conditions, the Transaction will be fundedthrough:

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, loans to be either transferredinto the new structure or refinanced by a similar loan provided byLandesbank Baden-W_#252;rttemberg or DZ Hyp AG;

2. Participating Notes, which will be offered or transferred to LFHPortfolio Acquico S._#192; R.L., as described in letter C (Description of theParticipating Notes) below.

3. the funding gap between the equity and senior bank loans will befilled through senior secured debt raised by GTC Group, furtherdescribed in letter D (Debt financing) below.

C. Description of the Participating Notes

The Company is planning to issue participating bonds under the PolishAct on Bonds, with a total nominal value of approximately EUR 42 million(the "Participating Notes"). The Participating Notes will be offered ortransferred to LFH Portfolio Acquico S._#192; R.L. The Participating Noteswill be unsecured, subordinated to all other liabilities due to thecreditors of GTC and will have a final effective maturity beyond that ofall 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 the dividend is to be paid, the amount of the paymentpayable in respect of the Participating Notes will correspond to theamount of the dividend payable in respect of the number of shares whichwill be determined upon the issuance of the Participating Notes as (i)the aggregate nominal value of the Participating Notes; divided by (ii)the average GTC share price on the regulated market as at the datedesignated prior to the issue date of the Participating Notes.

Under the terms and conditions of the Participating Notes, the Companymay exercise its right to early redemption if the General Meeting adoptsa resolution to increase the Company's share capital (which wouldrequire the exclusion of pre-emptive rights of the Company'sshareholders). In this case, the Participating Notes will be redeemedupon the subscription of warrants. The total number of shares that thewarrants entitle holders to will equal the number of GTC's sharescalculated based on the payments payable in respect of the ParticipatingNotes as provided above.

D. Debt financing

To provide further financing for the Transaction, the Company hassecured a five-year EUR 190 million loan (the "Loan"), to be provided byprivate investment firms (the "Lenders").

The Loan will be entered by an indirect subsidiary of the Company, GTCPaula S._#192; R.L. (the "Borrower"), and will be guaranteed by the Company,GTC Holding S._#192; R.L., the Borrower, and selected direct and indirectsubsidiaries of the Borrower, to the extent legally permissible.

The Loan will be further secured by encumbrances on various collateralassets, including: (i) a pledge over the shares in GTC Holding S._#192; R.L.,(ii) a pledge over the shares in the Borrower, (iii) a pledge over allaccounts of the Borrower and the receivables from its subsidiaries, (iv)a pledge over financial instruments representing the rights to theKildare project, (v) share pledges over wholly-owned direct subsidiariesof the Borrower, newly established under Luxembourg law, are included,specifically those subsidiaries holding 100% ownership of the entitiesowning real estate assets referred to as the "Ericsson HQ" officebuilding and the "evosoft HQ" office building (both located in Hungary,held by GTC Univerzum Projekt Kft.), the "Pillar" office building(located in Hungary, held by Kompakt Land Ingatlanhasznos_#237;tó Kft.) andthe "Ada Mall" shopping mall (located in Serbia, held by CommercialDevelopment d.o.o. Beograd), and (vi) pledges over wholly-owned directsubsidiaries of the Borrower, newly established under the laws of theGrand Duchy of Luxembourg, holding direct shares in the PortfolioCompanies and the Portfolio Partnerships.

The Loan will be ranked at least pari passu with all other current andfuture unsecured and unsubordinated obligations of the Borrower.

E. Strategic rationale for the Transaction

The Management Board of GTC strongly believes that the Transaction hassound strategic rationale for GTC and is aligned with the Company'slong-term strategy given:

? expand into higher rated European real estate markets with Germany inparticular being a AAA-rated country known for its economic stabilityand strong demand for residential properties. Post-Transaction 19% ofGTC Group combined GAV and 30% of its rental area to be located inGerman;

? strong German market fundamentals such as an increasing housingdeficit, low vacancy rates, and decreasing interest rates lead to afavorable outlook;

? quickly diversify GTC Group's asset base by acquiring 5,165residential units, i.e. about one fifth of GTC Group's portfolio to beresidential post-Transaction;

? opportunity for value creation by enhancing value through (i) themanagement and modernization of the properties and (ii) the disposal ofa part of the Portfolio at improved prices;

? a comprehensive ESG strategy, using a combination of sophisticatedhardware such as heat pumps and AI software components to createsustainable living space further enhancing the Portfolio value;

? leveraging management's residential expertise and combine it with aselect team from Peach Property Group AG to create a local taskforce tomanage the Portfolio; and

? improved creditworthiness, with a more balanced maturity profile and astrong balance sheet benefitting from funding of the Transaction withequity-like instruments.

F. Delayed disclosure of inside information

On 8 November 2024, the Transaction was approved by the Company'sSupervisory Board in accordance with article 10 section 1 letter c) ofthe articles of association of the Company.

On 8 November 2024, the Company decided to delay the disclosure of theinside information on the approval of the Transaction by the SupervisoryBoard on the basis of Article 17 (4) of the Regulation of the EuropeanParliament and of the Council (EU) No. 596/2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council, and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC (inside information) due to the fulfilment ofthe conditions justifying such delay, including the likeliness that thedisclosure of such information would prejudice the legitimate interestsof the Company since such disclosure was likely to negatively affect thecourse and outcome of the negotiations of the series of transactionsaimed at the acquisition of the Portfolio (described in more detail insection A of this current report), and, consequently, the terms of theTransaction.

Legal basis: Art. 17 (1) and (4) of the Regulation of the EuropeanParliament and of the Council (EU) No. 596/2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC (inside information).