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Amendment of the terms and conditions of the bearer participating series A notes
GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC.S.A)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
("GTC" or "the Company" or the "Group")
Subject: Amendment of the terms and conditions of the bearer participating series A notes
Current report number: 10/2025
Date: 2 May 2025
In reference to the current report no. 7/2025 dated 16 April 2025, the Management Board of Globe
Trade Centre S.A. hereby informs that on 30 April 2025, the Company
entered into an agreement with the sole noteholder, LFH Portfolio Acquico S.À R.L., to amend the
terms and conditions of the bearer subordinated participating series A notes, with a total nominal
value of EUR 41,821,389.06 (the "Participating Notes").
Pursuant to the agreement amending the terms and conditions of the Participating Notes, the
deadline for the settlement of the option against LFH Portfolio Acquico S.À R.L. and ZNL
Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and
ZNL Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG,
Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V
GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern
VII GmbH and Portfolio Helmstedt GmbH (the "Call Option") has been extended, enabling the
Company to retain its right to exercise the early redemption of the Participating Notes.
GTC Paula S.À R.L. exercised the Call Option on 31 March 2025. Settlement of the Call Option
has not yet occurred and is expected to occur in the coming weeks.
Under the amended terms and conditions of the Participating Notes, if Paula S.À R.L. settles the
Call Option before 30 May 2025, the Company will be entitled to exercise its right to early
redemption of the Participating Notes, provided that the General Meeting adopts a resolution to
increase the Company's share capital (requiring the exclusion of pre-emptive rights of the
Company's shareholders) and/or any other resolution necessary to effectuate the Company's right
to early redemption (the "Share Capital Increase").
Upon early redemption, the Participating Notes will be redeemed by way of set -off against the
subscription price of the equity instruments to be subscribed for by the noteholder under the
Share Capital Increase, with no additional redemption amount due and no cash payable to the
noteholder.
Furthermore, on 30 April 2025, a side agreement (the "Side Agreement") was concluded between
GTC Paula SARL, LFH PORTFOLIO ACQUICO SARL, ZNL INVESTMENT SARL, AcquiCo
Heidenheim I GmbH, AcquiCo K'lautern III GmbH, AcquiCo KL Betzenberg IV GmbH, AcquiCo KL
Betzenberg V GmbH, Portfolio K'lautern IV November, AcquiCo K'lautern VII GmbH, AcquiCo
Helmstedt GmbH, Portfolio K'lautern I November, AcquiCo K'lautern II GmbH, and Portfolio
Heidenheim I November, related to the share sale and purchase agreement notarize d on 11/15
April 2025 and recorded under index of deeds no. 335/2025-H of notary Dr. Alexander Haines in
Frankfurt am Main (the "Share and Purchase Agreement"). The purpose of the Side Agreement
is to regulate the agreed repayment plan for outstanding payments arising from the associated
Share and Purchase Agreement, which the buyers failed to make within the stipulated timeframe
in accordance with its provisions. According to the parties' arrangements, the outstanding
amounts are to be settled in two instalments: a planned down payment of EUR 5,000,000.00 by
30 April 2025, and a planned closing payment covering the remaining amount on 30 May 2025.
The planned down payment was made on 30 April 2025.
Legal basis: Art. 17 (1) of the Regulation of the European Parliament and of the Council (EU) No.
596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the
European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC
and 2004/72/EC (inside information).
Signed:
/s/ Gyula Nagy /s/ Zsolt Farkas
President of the Management Board Management Board Member
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 02-05-2025 07:05:00
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