GLOBE TRADE CENTRE S.A. - Refinancing the EUR 500 million notes issued by GTC Aurora Luxembourg S.A.

Refinancing the EUR 500 million notes issued by GTC Aurora Luxembourg S.A.

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")


Title: Refinancing the EUR 500 million notes issued by GTC Aurora Luxembourg S.A.

Date: 1 October 2025

Current report No.: 27/2025

GTC REAL ESTATE DEVELOPMENT HUNGARY Zrt.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE
INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT
OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

The Management Board of Globe Trade Centre S.A. (the "Company") and GTC Real Estate
Development Hungary Zrt. ("GTC Hungary"), hereby announces the launch of the refinancing process of EUR 500
million bonds (due in 2026), with a coupon of 2.25% (the "Notes"), issued by GTC Aurora Luxembourg S.A. ("GTC
Aurora").

The refinancing of the Notes will be effected through the issuance of New Notes (as described under letter A
(Issue of New Notes) below) and the concurrent Tender Offer (as described under letter B (Tender Offer) below).

Following the maturity or redemption in full of any Notes remaining outstanding after the cancellation of Notes
purchased in the Tender Offer, GTC Aurora will assume all obligations of the SPV Issuer as issuer of the New
Notes, and the Company and its Group will establish guarantees and collateral for the New Notes (as described
under letter C (Assumption of SPV Issuer Obligations by GTC Aurora, Guarantees and Collateral) below).

On 1 October 2025, the Company also entered into a Backstop Agreement in relation to the New Notes with an
existing investor in the Notes, covering a principal amount of between EUR 275 million and EUR 300 million of
the New Notes (as described under letter D (Backstop Agreement in Relation to the New Notes) below).

    A. Issue of New Notes

On 1 October 2025, GTC Finance DAC (the "SPV Issuer"), a special purpose vehicle established for the purpose
of issuing the New Notes and not a subsidiary of GTC Aurora or the Company, launched an offering of notes with
a total nominal value of EUR 455 million, bearing interest at 6.50% per annum and with a maturity date of
October 2030 (the "New Notes").
The New Notes will be governed by English law and application will be made for the New Notes to be listed on
the Global Exchange Market of Euronext Dublin.

The New Notes are being offered by the SPV Issuer on the terms and conditions set forth in a preliminary offering
circular dated 1 October 2025.

    B. Tender Offer

Concurrently with the issuance of the New Notes, GTC Hungary has launched a tender offer for all outstanding
Notes, of which EUR 494 million is currently outstanding (the "Offer"), on the terms and conditions set forth in a
tender offer memorandum dated 1 October 2025. The Offer will remain open to noteholders until 16:00 (London
time) on 8 October 2025, with settlement of the Offer expected on 13 October 2025.

Notes accepted for purchase in the Offer will receive a purchase price of EUR 950 per EUR 1,000 in principal
amount of Notes, except where noteholders also subscribed for New Notes, in which case such noteholders will
be eligible to receive a purchase price of EUR 980 per EUR 1,000 in principal amount of Notes. Notes purchased
in the Offer will also be paid accrued interest up to the settlement date of the Offer.

GTC Hungary's acceptance of Notes validly tendered pursuant to the Offer is subject, without limitation, to the
successful completion (in the sole determination of GTC Hungary) of the issue of the New Notes. Upon the
successful issuance of the New Notes, the gross proceeds net of certain fees and expenses of the New Notes
issuance will be deposited in an escrow account and pledged in favour of the security agent for the benefit of the
trustee and the holders of the New Notes pursuant to an escrow charge, subject to the release of the Proceeds
Loan and the Redemption Release (each as defined below).

If the Offer completes, a portion of the proceeds deposited in the escrow account in an amount necessary to pay
the total consideration payable in connection with the Offer will be released from the escrow account and loaned
(the "Proceeds Loan") to GTC Hungary for such purpose. The New Notes will additionally be secured by an
assignment by way of security of the Proceeds Loan in favour of the security agent for the benefit of the trustee.
The obligations of GTC Hungary under the Proceeds Loan will be unconditionally guaranteed by the Company.

Proceeds of the New Notes not lent to GTC Hungary will remain in the pledged escrow account until they are
subsequently released (the "Redemption Release") to GTC Aurora to fund the redemption of any remaining
Notes as and when they fall due to be redeemed or mature.

The Notes purchased in the Offer will be surrendered for cancellation.

    C. Assumption of SPV Issuer Obligations by GTC Aurora, Guarantees and Collateral

Following the maturity or redemption in full of any Notes remaining outstanding after the cancellation of Notes
purchased in the Offer:

    1) GTC Aurora will assume all obligations of the SPV Issuer as issuer with respect to the New Notes and the
       SPV Issuer will be released from all of its obligations with respect to the New Notes and the Proceeds
       Loan;

    2) the New Notes will be guaranteed jointly and severally by: (i) the Company and (ii) its subsidiaries which
       own the collateral (described in point 3 below) (the "Initial Subsidiary Guarantors"); and

    3) the New Notes and the guarantees of the Initial Subsidiary Guarantors will be secured by certain
       properties and assets of the Initial Subsidiary Guarantors, including:

       a)   first-ranking pledges over the bank accounts and receivables of GTC Aurora and the Initial Subsidiary
            Guarantors,

       b)   first-ranking pledges over all shares in the entity indirectly owning the Galeria Pólnocna shopping
            mall (following a corporate reorganisation to enable this security arrangement, which will occur
            after the New Notes are issued but before GTC Aurora assumes the SPV Issuer's obligations);

       c)   mortgages on selected, unencumbered assets of the Initial Subsidiary Guarantors, namely
            commercial properties located in Poland, Hungary and Romania, including: Globis Poznan in
            Poznan, Korona (Pascal, Edison, Newton and Galileo buildings) and Globis Wroclaw in Wroclaw, the
            Metro Office Building, Döbrentei Office and P59 Office Building in Budapest, City Gate South
            Building and City Gate North Building, Premium Plaza and Premium Point in Bucharest, as well as
            projects under construction, such as Center Point III and Andrássy Palace in Budapest, and
            investment land plots in Budapest.

    D. Backstop Agreement in Relation to the New Notes

On 1 October 2025, the Company entered into a backstop agreement (the "Backstop Agreement") with Schroder
Investment Management Limited and Schroder Investment Management North America Inc, each acting as agent
on behalf of certain of their respective funds and clients (together "Schroders"), under which those funds and
clients agreed to purchase a portion of the New Notes as part of the initial distribution of the New Notes (the
"Commitment"). Schroders will be allocated between EUR 275 million and EUR 300 million in principal amount
of the New Notes, with the final allocation to be determined by the Company. Schroders' obligation to purchase
the New Notes is, among other conditions, subject to a minimum size and yield threshold with respect to the
New Notes. In consideration of the Commitment, the Company has agreed to pay a structuring fee to those funds
and clients.

Legal basis: Article 17 (1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council 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 (confidential information).



Signed:

/s/ Malgorzata Czaplicka                                      /s/ Jacek Baginski
President of the Management Board                             Management Board Member

Date: 01-10-2025 12:14:00
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