Globalworth Real Estate Investments : Script Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about any aspect of the proposals referred to in this document or the action you should take, you should seek your own personal advice from a stockbroker, solicitor, accountant or other appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you receive this document in any country or jurisdiction outside the United Kingdom you may not treat it as an invitation to elect to receive any Scrip Dividend Shares unless such an invitation could lawfully be made to you without Globalworth Real Estate Investments Limited (the "Company") being required to comply with any registration or other legal requirements.

If you have sold or otherwise transferred all of your Shares in the Company, please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass this document on to the person who now holds the shares, except that this document should not be sent into any of the Excluded Territories.

The Appendix to this document contains a list of defined terms used in this document.

GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED

(Incorporated in Guernsey with registered number 56250)

Offer of a Scrip Dividend Alternative to the proposed interim dividend

for the six-month financial period ended on 31 December 2022

If you wish to receive all of your entitlement to the Proposed Dividend in cash you should take no action.

If you wish to elect to receive the Scrip Dividend Alternative in respect of all or part of your entitlement to the Proposed Dividend, please refer to paragraph 4 (Actions to be taken) of the Letter from the Board in this document, which sets out the detailed actions required in respect of the proposals set out in this document.

CONTENTS

	Page
Expected Timetable of Events	2
Letter from the Board	3
Appendix: Definitions	9

EXPECTED TIMETABLE OF EVENTS

	2023
Ex-Dividend Date	16 March
Record Date	5.00 p.m. on 17 March
Announcement of the Reference Price	7.00 a.m. on 23 March
Final time and date to elect to receive the Scrip Dividend Alternative	5.00 p.m. on 31 March
Cash Dividend: Payment to CREST shareholders	11 April
Cash Dividend: Payment to certificated shareholders	13 April
Scrip Dividend Alternative: Posting of share certificates for new Scrip	18 April
Dividend Shares to certificated shareholders
Scrip Dividend Alternative: Crediting new Scrip Dividend Shares to	18 April
accounts of CREST shareholders
Expected date for issuance and admission of new Scrip Dividend	18 April
Shares to trading on AIM

References to times in this document are to time in London, England unless otherwise stated.

The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to shareholders by an announcement through a regulatory information service.

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LETTER FROM THE BOARD

GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED (the "Company") (incorporated in Guernsey with registered number 56250)

Directors:	Registered office:
Dennis Selinas	Anson Court
Martin Bartyzal	La Route des Camps
Norbert Sasse	St Martin
Richard van Vliet	Guernsey GY4 6AD
David Maimon
Andreas Tautscher
Piotr Olendski
Daniel Malkin
Favieli Stelian
George Muchanya
	9 March 2023
To Qualifying Shareholders in the Company
Dear Qualifying Shareholder

1. Introduction

Today, it was announced that the Board has approved and declared an interim dividend of 15 cents per share in respect of the six-month financial period ended 31 December 2022 (the

"Proposed Dividend").

The Board intends to offer a scrip dividend alternative to the Proposed Dividend (the "Scrip Dividend Alternative") so that Qualifying Shareholders can elect to receive new Shares (the "Scrip Dividend Shares") instead of cash in respect of all or part of their entitlement to the Proposed Dividend. The Proposed Dividend is available to all Shareholders who have Shares registered in their name as at the close of business on 17 March 2023 (the "Record Date"). However, the Scrip Dividend Alternative is only being offered to Qualifying Shareholders. This document explains how Qualifying Shareholders can elect to receive the Scrip Dividend Alternative in respect of all or part of their entitlement to the Proposed Dividend.

The Board believes that the ability for Shareholders to elect to receive dividends from the Company in the form of Scrip Dividend Shares rather than cash is likely to benefit both the Company and Shareholders. If Qualifying Shareholders do elect to receive Scrip Dividend Shares, the Company will benefit from the ability to retain the cash which would otherwise have been paid out as dividends. Qualifying Shareholders can also increase their holding of Shares without incurring dealing costs. Furthermore, the Board has been advised that under current UK law and HM Revenue & Customs practice, certain UK-resident Shareholders may be able to treat Scrip Dividend Shares as capital for UK tax purposes. Paragraph 6 below (United Kingdom taxation of the Scrip Dividend Alternative) contains further details.

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At the extraordinary general meeting of the Company held on 8 March 2023, a resolution was passed to grant the Board the authority to offer a scrip dividend alternative to Shareholders.

The Scrip Dividend Alternative is conditional on: (a) the admission of the Scrip Dividend Shares to trading on AIM; (b) the Board not deciding to revoke its decision to offer Scrip Dividend Shares; and (c) the Board remaining satisfied, on reasonable grounds, that the Company will immediately after issuing the Scrip Dividend Shares satisfy the solvency test as set out in section 527 of the Law for the purposes of section 304 of the Law.

2. Scrip Dividend Alternative

Should a Qualifying Shareholder validly elect to receive Scrip Dividend Shares for all or part of their entitlement to the Proposed Dividend, the Qualifying Shareholder will become entitled to a number of Scrip Dividend Shares in respect of their entitlement to the Proposed Dividend that is based on a price per Scrip Dividend Share calculated on the basis of a discount of 20% to the average of the middle market quotations for the Shares as derived from the Daily Official List (or any other publication of a recognised investment exchange showing quotations for the Company's shares) on the five consecutive dealing days from and including the Ex-Dividend Date (the "Reference Price"). The Reference Price is expected to be announced on 23 March 2023.

The election may be made by Qualifying Shareholders, including their nominees, in respect of all or part of their holding of Shares as at the Record Date.

Qualifying Shareholders who elect to receive the Scrip Dividend Alternative in whole or in part in respect of their entitlement to the Proposed Dividend will not be allocated a fraction of a Scrip Dividend Share or receive any cash payment in respect of the fraction. Any entitlement to receive a fraction of a Scrip Dividend Share will be rounded down to the nearest whole number and the fractional entitlement shall accrue to the Company.

If all Qualifying Shareholders were to decide to receive their entitlement to the Proposed Dividend in cash, the total cash dividend payable by the Company (including to non-Qualifying Shareholders) would be approximately €33.2 million (based on the Company's total issued share capital (excluding shares held as treasury shares) of approximately 221.6 million Shares as at 8 March 2023, being the latest practicable date prior to the date of this letter). However, as a result of each of the Company's significant shareholders, Zakiono Enterprises Ltd and Growthpoint Properties Limited (the "Significant Shareholders"), undertaking to elect to receive Scrip Dividend Shares instead of cash in respect of their entire holdings of Shares and their full entitlement to the Proposed Dividend pursuant to the Irrevocable Undertakings, the maximum total cash dividend payable by the Company (including to non-Qualifying Shareholders) would be approximately €3.3 million (based on the Company's total issued share capital (excluding shares held as treasury shares) of approximately 221.6 million Shares as at 8 March 2023, being the latest practicable date prior to the date of this letter). For details of the Irrevocable Undertakings see paragraph 3 (Irrevocable Undertakings) below.

Each of the Significant Shareholders has undertaken to elect to receive Scrip Dividend Shares instead of cash in respect of their entire holdings of Shares and their full entitlement to the Proposed Dividend pursuant to the Irrevocable Undertakings and as a result will receive an aggregate of approximately 13.5 million Scrip Dividend Shares (based on the Illustrative Reference Price and ignoring any reduction in respect of fractions), representing approximately 5.8% of the

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issued ordinary share capital of the Company on a fully diluted basis following the issuance of the Scrip Dividend Shares (based on the issued ordinary share capital of the Company (excluding shares held as treasury shares) as at 8 March 2023, being the latest practicable date prior to the date of this letter and assuming that (i) the Scrip Dividend Shares are issued at the Illustrative Reference Price; (ii) no other Qualifying Shareholders elect to receive the Scrip Dividend Alternative and (iii) no further Shares are issued by the Company prior to the issuance of the Scrip Dividend Shares).

If all Qualifying Shareholders (including the Significant Shareholders) were to elect to receive the Scrip Dividend Alternative, a total of approximately 15.0 million Scrip Dividend Shares would be issued (based on the Illustrative Reference Price and ignoring any reduction in respect of fractions), representing approximately 6.4% of the issued ordinary share capital of the Company on a fully diluted basis following the issuance of the Scrip Dividend Shares (based on the issued ordinary share capital of the Company (excluding shares held as treasury shares) as at 8 March 2023, being the latest practicable date prior to the date of this letter and assuming that (i) the Scrip Dividend Shares are issued at the Illustrative Reference Price; (ii) all Shareholders are Qualifying Shareholders and (iii) no further Shares are issued by the Company prior to the issuance of the Scrip Dividend Shares).

1. Irrevocable Undertakings
   The Company has received irrevocable undertakings from each of the Significant Shareholders, pursuant to which each Significant Shareholder has elected to receive the Scrip Dividend Alternative in respect of all of their entitlement to the Proposed Dividend (the "Irrevocable Undertakings").
   As at 8 March 2023 (being the latest practicable date prior to the date of this letter), the Significant Shareholders held a total of approximately 199.6 million Shares, representing approximately 90% of the issued ordinary share capital of the Company.
2. Actions to be taken
3. 1. Non-CRESTQualifying Shareholders
      If you are a Qualifying Shareholder and hold share certificates for your Shares, in order to elect to receive Scrip Dividend Shares in relation to ALL of your entitlement to the Proposed Dividend you must either complete the online Scrip Mandate Form available at https://www.globalworth.com/investor-relations/corporate-documents/or elect via Link
      Group's signal share portal.
      If you are a Qualifying Shareholder and hold share certificates for your Shares, in order to elect to receive Scrip Dividend Shares in relation to PART of your entitlement to the Proposed Dividend you must complete the online Scrip Mandate Form available at https://www.globalworth.com/investor-relations/corporate-documents/.
      Your completed Scrip Mandate Form must be received by the Company's registrar by no later than 5.00 p.m. on 31 March 2023. If it has not been received by then, you will receive your full entitlement to the Proposed Dividend in respect of all of your Shares in cash.

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