Globe Trade Centre S A : Potential acquisition of stake in Ultima Capital - investor presentation

ACQUISITION OF ULTIMA CAPITAL

June 2023

ULTIMA REPRESENTS A UNIQUE INVESTMENT OPPORTUNITY IN THE ATTRACTIVE ULTRA-LUXURY HOSPITALITY SECTOR

HIGHLIGHTS OF ULTIMA

Ultima is an ultra-luxury real estate company with a €1.1bn leisure portfolio in the world's most premium locations, offering multi-purpose retreats and high-quality private residences to high-net-worth guests

Ultima's portfolio consists of residences, chalets, villas and plots across different locations in Switzerland, France, and

Greece, in renowned ski and sea resorts

Dynamic and energetic management team with a successful track-record of identifying and acquiring undervalued properties at unique, irreplicable locations and developing these assets into luxury hospitality properties with 21st century contemporary design

Ultima established itself as the leader in the most attractive segment of the hospitality industry, in which the major operator chains are not present. It has an unique customer base that represents over 35% of global wealth

KEY METRICS

11€36mm

# Locations (incl. nearly-		Ultima projections for YE2023
completed/land)		revenues

48	44.6%
# residences, chalets, villas and
	LTV
plots

PORTFOLIO IMPRESSION

Ultima Megève

France, Megève

Ultima Courchevel Belvédère

France, Savoie

Ultima has a de-risked development pipeline, with two projects completing in 2023, positioning it for strong future

growth
Ultima Courchevel		Ultima Le Grande Jardin
	Belvédère France, Savoie		France, Cote d'Azur

1

THE ACQUISITION OF ULTIMA HAS A STRONG STRATEGIC RATIONALE FOR GTC

RESILIENT PORTFOLIO

WITH LONG TERM

SUSTAINABLE VALUES

DIVERSIFICATION INTO

AAA/AA COUNTRIES AND A SECTOR WITH SIGNIFICANT GROWTH POTENTIAL

FINANCING STRUCTURE

BENEFICIAL TO GTC

AND ITS

SHAREHOLDERS

• One-stepacquisition of an irreplicable high-quality portfolio in the highly resilient ultra-luxury hospitality segment
• Favourable market dynamics in the bespoke luxury hospitality market
• Sustainable and phased fully owned portfolio with enhanced visibility and liquidity on asset base, guaranteeing long-term value preservation
• Attractive financial profile benefitting from high-quality and stable income producing assets and growth potential through developments
• Highly diversified portfolio both geographically and in terms of asset class, entering new highly rated and stable markets (mainly Switzerland and France) through the acquisition of high-quality assets
• Entering into more stable Western European markets has historically driven premium valuations
• Hospitality market showed strong rebounce post-Covid,with leisure assets in irreplaceable

locations being the most sought-after assets

• Hospitality assets in these prime locations enjoy large tourist base and are able to generate stable cash flows to mitigate market risks
• The transaction is expected to be funded with equity instruments issued to Optima, allowing GTC to secure and consolidate the business with no material cash payments
• GTC gets full upside participation in Ultima' assets without diluting existing shareholders and without paying a coupon on the note, resulting in improved credit worthiness and stronger balance sheet
• Transaction represents a rare opportunity to significantly grow assets and income without increasing leverage or increasing share count

2

THE TRANSACTION ALLOWS GTC TO ACQUIRE A 58% STAKE IN ULTIMA THROUGH THE ISSUANCE OF AN EQUITY INSTRUMENT WITH 20 YEARS EFFECTIVE MATURITY

ACQUISITION OF ULTIMA NOTES FROM ALPINE

• The acquisition of Ultima Notes from Alpine shall be considered as related-party transactions; therefore, its effectuation is subject to the relevant corporate approvals.
• Optima, though its subsidiary Alpine, currently owns CHF 355mm Ultima Notes, which are redeemable in cash or in-kind for shares representing a 58.3% stake in Ultima, including the management business.
• If approved, under the currently envisaged structure:
• • The proposed transaction envisages the acquisition by GTC of the CHF 355mm Ultima Notes currently owned by Alpine
  • In exchange for this acquisition, GTC will issue a new equity instrument (GTC Notes) to Alpine in the same amount
  • Ultima Notes will have outstanding payments of c.€25mm to the founders of Ultima upon obtaining permits for the development of a project in Schönried, Switzerland (if applicable)

KEY FEATURES OF NEW EQUITY INSTRUMENT (GTC NOTES)

• The instrument is unsecured, subordinated to all other obligations/liabilities due to the creditors of GTC and has a final effective maturity of 20 years, beyond that of all GTC's debt
• Alpine has no automatic entitlement to a cash payment and will only receive payments if GTC declares a dividend
• At maturity (year 2043) the Note is repayable in cash. No possible early redemption in cash or at Alpine (or its relevant subsidiary) discretion
• Alternatively, at sole discretion of GTC, the Note can be converted into new GTC shares, with the number of shares to be issued being fixed by GTC at the day of the issuance based on the average trading price of GTC's shares on the 30 days prior to the issuance. The conversion of the Note into the shares is subject to the approval of the General Meeting (80% majority).

3

ENHANCED SCALE AND DIVERSIFICATION, INCORPORATING A UNIQUE PORTFOLIO OF ULTRA HIGH-QUALITY ASSETS MAINLY LOCATED IN THE MOST STABLE EUROPEAN COUNTRIES

				+
EPRA NTA (€mm)1		1,276	574	1,850
GAV (€mm)1		2,382	1,040	3,422		45% increase
		in EPRA NTA
			671
Thereof completed assets (€mm)		2,004	(851 including assets completed in 12	2,675
			months)
	Development /	Land	Development /
	Land / others 11%	14%
	Technology			Land /others 18%
		Development			Office
	Hub 5%
GAV split by asset class1		Office	22%		38%
		Luxury
		54%
			Leisure
			Luxury	20%
			Technology
	Retail		leisure	Retail
		Hub 3%
	30%		64%	21%
	Ireland	Slovenia & other	Greece	Other Europe
	Croatia 5%	1%
	2%
	6%	Poland	19%	Poland 25%
	Serbia	France
	7%	35%
		28%	Bulgaria 6%
GAV split by region1	Romania
7%
			France 8%
	Bulgaria
	8%	Hungary	Switzerland		Switzerland
		70%	Hungary 21%	21%
		30%
FY'22 GRI (€mm)		124.6	17.3	141.9
FY'22 EBITDA (€mm)		100.8	10.5	111.3
FY'22 EBITDA margin		81%	61%	78%
Annualised GRI yield		7.0%	2.6%	5.9%
FY'22 LTV		44.5%	44.6%	44.5%
			Source: Company information, Factset 1 CHF = 1.03 EUR | as of 11 June 2023
Note: No material impact from different accounting standard of each entity upon consolidation (Swiss GAAP for Ultima and IFRS for GTC); (1) Portfolio value as of Q1'23 for GTC & FY'22 for Ultima;

The presented estimates are based on unaudited internal analysis and are subject to the finalisation of the negotiations on the terms and structure of proposed transactions. The actual composition of the future portfolio may differ from the pro forma estimates presented therein. GTC does not undertake to update or revise any forward-looking estimates provided therein, whether as a result of new understandings achieved in the course of negotiations, future events or otherwise.

4