Global Ports : Proxy Form For 2023 Annual General Meeting

PART I

Global Ports Holding PLC

(Incorporated and registered in England and Wales under number 10629250)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying proxy form to the purchaser or transferee as soon as possible, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Global Ports Holding PLC

(incorporated and registered in England and Wales under number 10629250)

(the 'Company')

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the 2023 Annual General Meeting of the Company to be held at 3rd Floor,

35 Albemarle Street, London W1S 4JD, United Kingdom on Thursday, 31 August 2023

at 11:00 am (British Summer Time ('BST')).

Enclosed with this document is a proxy form for use in respect of the 2023 Annual General Meeting (the '2023 AGM' or the 'Meeting') which includes instructions for completing and submitting it. Whether or not you propose to attend the 2023 Annual General Meeting, you are encouraged to complete and submit the proxy form as early as possible. The proxy form must be received by our registrar, Equiniti Limited, not less than 48 hours (excluding any part of any day that is not

a working day) before the time of the holding of the Meeting.

At the date of this document, the 2023 AGM is expected to be open to shareholders and their appointed proxies who choose to attend it in person. However, should it become necessary or appropriate for any reason to postpone, to move and/or to make alternative arrangements for holding the 2023 AGM, shareholders will be given as much notice as possible. Any change affecting the holding of the Meeting will be posted on the Company's website (www.globalportsholding.com) and announced via a Regulatory Information Service. Shareholders are advised therefore to check regularly the Company's website for updates in relation to the Meeting.

In order to minimise any uncertainty regarding attendance in person, shareholders may wish to vote on the resolutions proposed by appointing the chairperson of the Meeting as their proxy.

Details of how to do so are set out in the enclosed proxy form.

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14 JULY 2023	REGISTERED OFFICE:
To the holders of the Ordinary Shares in Global Ports Holding PLC	3rd Floor
NOTICE OF 2023 ANNUAL GENERAL MEETING	35 Albemarle Street
London
	W1S 4JD
	United Kingdom
Dear Shareholder,

I am writing to you with details of the 2023 Annual General Meeting which we are holding at the Company's registered office at 3rd Floor, 35 Albemarle Street, London W1S 4JD, United Kingdom on Thursday, 31 August 2023 at 11:00 am (BST).

The formal notice of the 2023 AGM (the 'Notice') is set out on pages 5 to 7 of this document. I would also draw your attention to the Company's 2023 annual report and accounts (the '2023 Annual Report'), which covers the 12-month reporting period from 1 April 2022 to 31 March 2023 ('Reporting Period') and is available on the Company's website (www.globalportsholding.com).

ACTIONS TO BE TAKEN

If you would like to vote on the resolutions set out in the Notice but will not attend the 2023 AGM in person, please fill in the proxy form sent to you with this document and return it to our registrar, Equiniti Limited, as soon as possible. Alternatively, you may appoint a proxy through the Sharevote or Shareview websites or, if you hold your shares in CREST, you may appoint a proxy electronically through the CREST system. If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform. Details for each of these options are set out in the Notes to the Notice on pages 8 and 9 of this document.

Your proxy appointment must be received by our registrar, Equiniti Limited, by 11:00 am (BST) on Tuesday, 29 August 2023.

BUSINESS OF THE MEETING

I would draw your attention in particular to the following items of business:

Renewal and updating of authorities relating to the allotment of shares:

2022 authority to allot

The authority to allot granted at the 2022 AGM will be used in order to carry out the following share issues:

1. an issue of 66,600 shares representing 0.106% of the Company's current issued share capital under the Company's long term incentive share plan for senior management and any future Executive Directors ('LTIP') to eligible employees in recognition of the extraordinary adverse impact of the Covid-19 pandemic on Group business and the sacrifices made by LTIP-eligible employees who continued to work on less favourable employment terms ('LTIP Issue'); and
2. an issue of 5,144,445 shares representing 8.2% of the Company's current issued share capital to its ultimate parent Global Yatırım Holding A.Ş. ('GIH') as part of the conversion into equity of USD 13.8 million of the USD 24.9 million (at 31 March 2023) intercompany debt owed by the Company to GIH ('GIH Loans'), as disclosed in the announcement dated 14 July 2023 ('GIH Issuance').

Following the GIH Issuance and the LTIP Issue, the Company's issued share capital will increase to 68,038,008 shares and GIH will hold approximately 44,843,066 shares representing 65.9% of the Company's enlarged issued share capital. Furthermore, each of the GIH Issuance and the LTIP Issue will constitute an 'Adjustment Event' for the purposes of the Warrant Instrument (as defined in the Explanatory Notes to Resolutions 12-15 below). Accordingly, Sixth Street's aggregate warrant holdings under the Warrant Instrument will continue to entitle Sixth Street to receive Ordinary Shares representing 11.0% of the Company's fully diluted share capital and as a result Sixth Street will receive 642,984 additional Warrants (as defined in the Explanatory Notes to resolutions 12-15 below).

We seek further authority to allot shares (under Resolutions 9-11 below) and disapply pre-emption rights (under Resolutions

12-15 below). The Directors' only present intention to exercise the authority under Resolutions 9-11 is in connection with grants under the Company's LTIP. However, the Directors propose to retain the flexibility (i) to further capitalise the GIH Loans (subject to related party approvals by non-conflicted Directors), (ii) to ensure sufficient corporate authorities are maintained in respect of the Company's obligations under the Warrant Instrument (as described in the Explanatory Notes), including in respect of the exercise of the Initial Warrants and the Further Warrants (as they may be adjusted from time to time in accordance with the Warrant Instrument), (iii) to raise funds having regard to the fact that the Company is continuing to pursue inorganic growth initiatives and (iv) for general corporate purposes.

2 Global Ports Holding PLCNotice of Annual General Meeting 2023

I also note that, having regard to the financial situation of the Group, shareholders were not asked to declare a final dividend at the annual general meetings in 2020, 2021 or 2022, and no dividends have subsequently been declared or approved by the Company's board of directors (the 'Board'). The Board continues to monitor the Group's financial position, and shareholders will not be asked to declare a final dividend for the Reporting Period at the 2023 AGM.

Extending and updating general authorities to allot shares

Resolution 9 renews the extended authority granted at the 2022 AGM to the Directors to allot ordinary shares in the capital of the Company up to a maximum nominal amount representing approximately 100% of the Company's existing issued share capital, provided that any issuance which would exceed one-third of the Company's issued share capital can only be allotted pursuant to a fully pre-emptive rights issue.

Resolutions 12 and 13 (together with Resolution 9, the 'General Allotment Authorities') will allow the Directors to allot equity securities for cash, and/or sell treasury shares, in certain circumstances as if statutory pre-emption rights did not apply.

In accordance with the revised Investment Association guidelines referred to in the Explanatory Notes on page 12 of this document, the authorities under Resolutions 12 and 13 have been updated to allow the non-pre-emptive issuance in each case of ordinary shares representing up to 10% of the Company's issued share capital.

The authorities sought under Resolutions 9, 12 and 13 will expire at the end of the Company's Annual General Meeting in 2024, or at close of business on 29 November 2024, if earlier, save that the Company may before the expiry of the authorities make an offer or agreement which would or might require shares to be allotted or grant rights to subscribe for or to convert any security into shares in the Company ('Rights') after such expiry and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by the General Allotment Authorities had not expired.

The authorities under Resolutions 9, 12 and 13 are in addition, and without limitation, to the specific authorities sought under Resolutions 10, 11, 14 and 15 (discussed in further detail below) (the 'Specific Allotment Authorities') and those specific authorities granted at the general meeting of the Company held on 9 June 2021 (the 'June 2021 Authorities'), details of which are set out in the Explanatory Notes to the resolutions on pages 13 and 14 of this document.

Specific Allotment Authorities

The Specific Allotment Authorities will allow the Directors to allot equity securities for cash, and/or sell treasury shares, for the following purposes as if statutory pre-emption rights did not apply:

1. further capitalising the GIH Loans (subject to related party approvals by non-conflicted Directors), and
2. allotting any shares which are required to be allotted on exercise of Warrants as a result of adjustments from time to time in accordance with the terms of the Warrant Instrument, including in respect of potential adjustments to or exercise of the Initial Warrants and the Further Warrants.

The Specific Allotment Authorities will expire on 31 August 2028, save that the Company may before the expiry of the authorities make an offer or agreement which would or might require shares to be allotted or grant Rights after such expiry and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by the Specific Allotment Authorities had not expired.

FURTHER INFORMATION

For further details regarding each of the resolutions to be considered at the 2023 AGM, please see the related Explanatory Notes on pages 10 to 15 of this document.

Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions. Resolutions 12 to 17 (inclusive) will be proposed as special resolutions.

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ATTENDANCE IN PERSON

The Board values greatly the opportunity to meet Shareholders in person and we expect the 2023 AGM to be open to Shareholders and their appointed proxies who choose to attend it in person.

However, should it become necessary or appropriate for any reason to postpone, to move and/or to make alternative arrangements for holding the 2023 AGM, the Board may do so and shareholders will be given as much notice as possible. Any change affecting the holding of the 2023 AGM will be posted on the Company's website and announced via a Regulatory Information Service. Shareholders are advised therefore to check regularly the Company's website (www.globalportsholding. com) for updates in relation to the Meeting. In order to minimise any uncertainty regarding attendance in person, shareholders may wish to vote on the resolutions proposed by appointing the chairperson of the Meeting as their proxy. Details of how to do so are set out in the enclosed proxy form.

We also remain committed to providing Shareholders the opportunity to engage with the Company. If you have any questions related to the business of the Meeting, these can be sent by email to [e-mail]. We will consider all questions received and, if appropriate and relating to the business of the AGM, give an answer at the AGM, provide a written response or put responses on the Company's website as soon as practical. Shareholders attending the Meeting in person will still have the opportunity to ask questions and vote on each resolution.

The Board believes that it is important that the voting intentions of all members are taken into account, not just those who are able to attend the Meeting and, as such, we propose putting all resolutions to Shareholders attending the 2023 AGM in person by way of poll using a poll card, rather than on a show of hands. This is good practice, ensuring a more transparent method of voting as shareholder votes are counted according to the number of shares held (whether they are able to attend the meeting or not).

RECOMMENDATION

The Board considers that all of the resolutions to be put to the 2023 AGM will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them, as the Directors intend to do in respect of their own beneficial holdings of shares in the Company.

As certain members of the Board have interests in GIH (whether by reason of shareholding interests or roles within GIH), they are conflicted from voting on and recommending Resolutions 10 and 14 (which relate, inter alia, to the authority to allot shares and grant Rights for the purposes of capitalising the GIH Loans). Jérôme Bernard Jean Auguste Bayle and Ercan Nuri Ergül, as the non-conflicted Directors of the Company, consider that Resolutions 10 and 14 promote the success of the Company and are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do in respect of their own beneficial holdings of shares in the Company.

RESULTS

The results of the 2023 AGM will be announced through a Regulatory Information Service and on the Company's website at www.globalportsholding.com as soon as possible after the Meeting has been held.

Mehmet Kutman

Executive Chairman and CEO

4 Global Ports Holding PLCNotice of Annual General Meeting 2023

PART II

Global Ports Holding PLC

NOTICE OF 2023 ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting (or '2023 AGM') of Global Ports Holding PLC (the 'Company') will be held at 3rd Floor, 35 Albemarle Street, London W1S 4JD, United Kingdom on Thursday, 31 August 2023 at 11:00 am (BST), in accordance with Article 38 of the Company's Articles of Association, to consider and, if thought fit, to pass the resolutions below.

The following Resolutions 1 to 11 (inclusive) will be proposed as ordinary resolutions:

1. To receive the Company's accounts for the financial year ended 31 March 2023, together with the Directors' report, the strategic report, the Directors' remuneration report and the auditor's report on those accounts.
2. To approve the Directors' remuneration report, set out at pages 95 to 115 of the 2023 Annual Report.
3. To re-elect Mehmet Kutman as a Director.
4. To re-elect Ayşegül Bensel as a Director.
5. To re-elect Jérôme Bernard Jean Auguste Bayle as a Director.
6. To re-elect Ercan Nuri Ergül as a Director.
7. To reappoint PKF Littlejohn LLP, of 15 Westferry Circus, Canary Wharf, London E14 4HD, United Kingdom as auditor to hold office with effect from the conclusion of the 2023 AGM until the conclusion of the next Annual General Meeting of the Company.
8. To authorise the Audit and Risk Committee of the Board to determine the remuneration of the auditor.
9. THAT, in substitution for all existing authorities (save for the June 2021 Authorities), the Directors be and are generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ('CA 2006') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ('Rights'):
10. 1. up to an aggregate nominal amount of GBP 226,793.36 (representing 22,679,336 ordinary shares, which represents approximately one-third of the Company's issued ordinary share capital as at 31 August 2023 (the 'Issued Share Capital')); and
    2. in addition to the amount referred to in paragraph 9.1 above, up to an aggregate nominal amount of GBP 453,586.72 (representing 45,358,672 ordinary shares, which represents approximately two-thirds of the Issued Share Capital) in relation to an allotment of equity securities (within the meaning of section 560(1) of CA 2006) in connection with a rights issue to:
    3. 1. holders of ordinary shares made in proportion (as nearly as practicable) to their respective existing holdings of ordinary shares; and
       2. holders of other equity securities of any class if this is required by the rights attaching to those securities or, if the Directors consider it necessary, as permitted by the rights attaching to those securities,

subject to the Directors having a right to make such exclusions or other arrangements as they consider necessary

or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems arising in, or under the laws of, any territory or any other matter,

for a period expiring at the conclusion of the Company's next Annual General Meeting (or at close of business on

29 November 2024, if earlier) save that the Company may before the expiry of this authority make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution 9 had not expired.

1. THAT, in addition to the authority in Resolution 9 above (and the June 2021 Authorities), the Directors be and are generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ('CA 2006') to exercise all the powers of the Company to allot shares in the Company or to grant Rights for the purpose of capitalising some or all of the amounts outstanding under the GIH Loans for a period expiring on 31 August 2028, save that the Company may before the expiry of this authority make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution 10 had not expired.
2. THAT, in addition to the authority in Resolutions 9-10 above (and the June 2021 Authorities), the Directors be and are generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ('CA 2006') to exercise all the powers of the Company to allot shares in the Company or to grant Rights for the purpose of allotting those shares which are required to be allotted upon exercise of Warrants (as defined in the Explanatory Notes) in accordance with the terms of the Warrant Instrument (as defined in the Explanatory Notes), including in respect of potential adjustments to or exercise of the Initial Warrants and the Further Warrants, for a period expiring on 31 August 2028, save that the Company may before the expiry of this authority make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution 11 had not expired.

Global Ports Holding PLCNotice of Annual General Meeting 2023

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