GLPR.L Regulatory News (GLPR)

For immediate release 19 September 2022

Global Ports Investments PLC

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS.

THIS ANNOUNCEMENT CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS ANNOUNCEMENT ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF HOLDERS OR BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.

19 September 2022

GLOBAL PORTS (FINANCE) PLC(the "Issuer")

ANNOUNCEMENT OF CONSENT SOLICITATION RESULTS

U.S.$350,000,000 6.50 per cent. Guaranteed Notes due 2023 issued by the Issuer and unconditionally and irrevocably guaranteed by Global Ports Investments PLC, First Container Terminal Incorporated, Joint-stock company "Petrolesport" and Vostochnaya Stevedoring Limited Liability Company

(Regulation S ISIN: XS1405775450; Regulation S Common Code: 140577545; Rule 144A ISIN: US37955KAC62; Rule 144A Common Code: 098266674) (the "Notes")

On 26 August 2022, the Issuer announced a consent solicitation in relation to the Notes (the "Consent Solicitation") on the terms and subject to the conditions set forth in the Consent Solicitation Memorandum dated 26 August 2022 (the "Memorandum"). Capitalised terms used, but not defined herein, shall have the meanings given to them in the Memorandum. The Issuer hereby announces the results of the meeting held on 19 September 2022 with respect to the Notes in connection with the Consent Solicitation (the "Meeting").

The Issuer hereby informs that at the Meeting the necessary quorum to consider the Resignation and Appointment Extraordinary Resolution and the Amendments Extraordinary Resolution was present and that not less than three quarters of the votes cast at the Meeting were cast in favour of the Resignation and Appointment Extraordinary Resolution and the Amendments Extraordinary Resolution.

The Resignation and Appointment Extraordinary Resolution and the Amendments Extraordinary Resolution have, therefore, been passed and have become effective.

The Issuer expresses its gratitude to all Noteholders for their support of the proposed Extraordinary Resolutions that were adopted at today's Meeting. Successful adoption of the Extraordinary Resolutions allows the Issuer and the Guarantors to proceed with the payment of coupon under the Notes due on 22 September 2022 (the "September Coupon") including by way of the Direct Payment Option which will be offered to any Noteholders who wish and have consented to receive the September Coupon directly or are otherwise required to be so paid as a matter of applicable laws.

Noteholders will be able to submit consent forms for payments in accordance with the Direct Payment Option (the "Consent to the Direct Payment") by 3:00 p.m. London time on 23 September 2022. Promptly thereafter the Issuer or any of the Guarantors, as applicable, will proceed with making payments of the September Coupon in accordance with the New Payment Mechanics and as required by applicable laws and with filing application to the competent authorities to make the balance payment of the September Coupon to the Noteholders which may require more time to process compared to the previous coupon payments.

Noteholders wishing to receive payment of the September Coupon in accordance with the Direct Payment Option are invited to submit the following documents to the Issuer at GPF2023@globalports.com by 3:00 p.m. London time on 23 September 2022:

1. Signed and completed Consent to the Direct Payment, the form of which is attached as schedule hereto;

2. Proof of holding of the Notes as of 21 September 2022.

Questions and requests in connection with the Consent Solicitation should be directed to the Information and Tabulation Agent:

i2 Capital Markets Ltd.128 City RoadLondon, EC1V 2NX, United Kingdom

Email: globalports@i2capmark.comPhone: +44 203 633 1212Website: https://www.i2capmark.com/event-details/75/Holder/global-ports-%28finance%29-plc

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Issuer, the Guarantors, the Information and Tabulation Agent and the Original Trustee to inform themselves about, and to observe, any such restrictions.

This announcement must be read in conjunction with the Memorandum. This announcement and the Memorandum contain important information which should be read carefully. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the adoption of the Extraordinary Resolutions, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.

SCHEDULE 1

CONSENT TO THE DIRECT PAYMENT

____________ 2022

Reference is made to U.S.$350,000,000 6.50 per cent. Guaranteed Notes due 2023 (the "Notes") issued by Global Ports (Finance) PLC (the "Issuer") and unconditionally and irrevocably guaranteed by Global Ports Investments PLC, First Container Terminal Incorporated, Joint-stock company "Petrolesport" and Vostochnaya Stevedoring Limited Liability Company (collectively, the "Guarantors").

Terms used but not defined herein shall have the meanings ascribed to them in the trust deed dated 22 September 2016 between the Issuer and BNY Mellon Corporate Trustee Services Limited, as the original trustee, or i2 Capital Trust Corporation Ltd, as the replacement trustee, as amended (the "Trust Deed").

This document constitutes a consent of the Noteholder or the Beneficial Owner (as applicable) to the Direct Payment Option as set out in sub-paragraph A of paragraph (g)(New Payment Mechanics) of Condition 6 (Payments) of the Conditions.

As of [21 September 2022] / [●], [we [●] (a [●] incorporated under the laws of [●] with the registered address at [●] and the [main state] registration number [●])] / [I, [●], citizen of [●] (passport / ID number [●] registered at [●])] [were] / [was] the holder of U.S.$ [●] in principal amount of the Notes outstanding holding such Notes through:

(please underline the appropriate option)

· Russian National Settlement Depositary ("NSD");

· Russian custodians ("Other Russian Custodians") being the accountholders of Euroclear Bank SA/NV and Clearstream Banking, S.A.; or

· foreign nominee holders (the "Foreign Nominees"),

which is evidenced by the Proof of Holding attached as Annex 1 hereto.

IN ACCORDANCE WITH SUB-PARAGRAPH A OF PARAGRAPH (G)(NEW PAYMENT MECHANICS) OF CONDITION 6 (PAYMENTS) OF THE CONDITIONS, [WE] / [I] HEREBY:

[SECTION 1 IS APPLICABLE ONLY FOR THE NOTEHOLDERS HOLDING NOTES THROUGH NSD OR OTHER RUSSIAN CUSTODIANS]]

1. consent to receive the payment of coupon under the Notes due on 22 September 2022 (the "September Coupon") in accordance with the Direct Payment Option, subject to the terms and conditions of the Trust Deed and the Conditions, from the Issuer or any of the Guarantors (at their sole discretion) through NSD or Other Russian Custodian (as applicable) in Roubles at the Central Bank of Russia foreign exchange rate (as of the date of the relevant payment);

[SECTION 2 AND 3 ARE APPLICABLE ONLY FOR THE NOTEHOLDERS HOLDING NOTES THROUGH THE FOREIGN NOMINEES]]

2. consent to receive the payment of the September Coupon in accordance with the Direct Payment Option, subject to the terms and conditions of the Trust Deed and the Conditions, from the Issuer or any of the Guarantors (at their sole discretion) directly in [Roubles / US dollars][1] at the Central Bank of Russia foreign exchange rate (as of the date of the relevant payment) to the following [Roubles / US dollars][2] account in [our] / [my] name:

[Specify the [Rouble / US dollar][3] account details],

provided that any such payment shall be subject to all applicable Russian laws, including the procurement of all necessary regulatory approvals and consents, if applicable.

3. confirm that [we are] / [I am] [a Russian resident] / [a person who is a non-Russian resident and not an Investor from an Unfriendly Jurisdiction (as defined below)] / [a person who is an Investor from an Unfriendly Jurisdiction (as defined below)][4];

4. waive, with effect from the date when the appropriate funds are debited from the Issuer's or relevant Guarantor's bank account, as applicable (if paid directly), or when credited to the account of NSD (if paid through NSD or Other Russian Custodians) (the "Discharge Date"), any and all rights to claim, or give instructions to claim, the respective amounts from the Issuer and/or any of the Guarantors, whether on the basis of the Trust Deed and Conditions or otherwise;

5. acknowledge and agree that the making of any payments in accordance with the Direct Payment Option is subject to all applicable laws of the Russian Federation;

6. undertake, upon the request of the Issuer or any of the Guarantors, as applicable, to notify the custodian / depository with which [we] / [I] hold the Notes and instruct such custodian / depository to notify the underlying custodians / depositaries, in each case within [5] calendar days from the Discharge Date, that the September Coupon has been paid directly or through NSD or Other Russian Custodians, as applicable;

7. acknowledge and agree that the Issuer or any of the Guarantors may disclose the fact that payment has been made in accordance with the Direct Payment Option to [ourselves] / [myself] and any documents and information related thereto (including this consent) to the Trustee, the Principal Paying Agent, Euroclear Bank SA/NV, Clearstream Banking, S.A. and DTC and that no such disclosure shall constitute a breach of confidentiality or improper use of any personal data contained herein; and

8. confirm that [we] / [I] have [the necessary corporate power and authority] / [individual capacity] to execute and deliver this consent and have taken all necessary action to authorise this consent and the execution and delivery hereof (including, the procurement of the necessary approvals and consents).

In this application, "Investor from an Unfriendly Jurisdiction" means a foreign person associated with foreign jurisdictions which commit unfriendly acts in relation to the Russian Federation, Russian legal entities and individuals (including if such foreign persons have citizenship of such jurisdictions,[5] or such jurisdictions are the place of their incorporation, their predominant business activity or the place where they derive the most of their profits), or persons controlled by such foreign persons, regardless of the place of their incorporation (except in cases where the place of their incorporation is the Russian Federation) or place of their predominant business activity[6].

This consent and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

Executed by:

__________________________

(Name of the Noteholder)

__________________________

(Signature of Noteholder)

[Signatory's name:

Signatory's title:]

Amount of Holding: _____________________________________________________________

Custodian for the Notes: __________________________________________________________

Other intermediaries and nominee holders for the Notes (list all sub-custodians and nominees):

______________________________________________________________________________

______________________________________________________________________________

_______________________________________________________________________________

Annex 1

[Proof of holding]

[Acceptable forms of proof of holding may include (i) a Statement of Account for the Purpose of Proof of Holding (a STAC) of a direct participant, screenshot from Euroclear Bank SA/NV or Clearstream Banking, S.A. or DTC, an extract or statement from any depositary or any other document or information (which in the opinion of the Issuer or any of the Guarantors) will sufficiently evidence the proof of holding in respect of the Notes, or (ii) a statement of account from a direct participant, each acceptable form of proof of holding confirming (a) the Euroclear Bank SA/NV or Clearstream Banking, S.A. or DTC direct participant name and account number, (b) the full name or legal entity name of the Noteholder, (c) the security and/or ISIN held, and (d) the aggregate amount of the Notes held or (iii) a statement of account or holdings reports from such other intermediary (including brokers, depositories, custodians and sub-custodians) being the immediate custodian of the account where the relevant Notes are being held by the relevant Noteholder]

ENQUIRIES

NOTES TO EDITORS

Global Ports Investments PLC is the leading operator of container terminals in the Russian market in terms of capacity and container throughput.[7]

Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign Russian trade and transit cargo flows. Global Ports operates five container terminals in Russia (Petrolesport, First Container Terminal, Ust-Luga Container Terminal[8] and Moby Dik[9] in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland[10] (Multi-Link Terminals in Helsinki and Kotka). Global Ports also owns inland container terminal Yanino Logistics Park[11] located in the vicinity of St. Petersburg.

Global Ports' revenue for the first half of 2022 was USD 271.6 million and Adjusted EBITDA was USD 145.6 million. Consolidated Marine Container Throughput was 611 thousand TEUs in the first half of 2022.

Global Ports' major shareholder is Delo Group, the largest intermodal container and port operator in Russia[12] (61.5%). 20.5% of Global Ports shares are traded in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR).

For more information please see: www.globalports.com

LEGAL DISCLAIMER

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of Global Ports. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" or the negative of such terms or other similar expressions. Any forward-looking statement is based on information available to Global Ports as of the date of the statement and, other than in accordance with its legal or regulatory obligations, Global Ports does not intend or undertake to update or revise these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Forward-looking statements involve known and unknown risks and Global Ports wishes to caution you that these statements are only predictions and that actual events or results may differ materially from what is expressed or implied by these statements. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Global Ports, including, among others, general political and economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries Global Ports operates in, as well as many other risks related to Global Ports and its operations. All written or oral forward-looking statements attributable to Global Ports are qualified by this caution.