NEWS

Third-Party Cash Tender Offer at RUB 200 per GDR

_{NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.}

_{THE TRANSACTIONS CONTEMPLATED BY THIS ANNOUNCEMENT ARE NOT CARRIED OUT, EITHER DIRECTLY OR INDIRECTLY, ON THE TERRITORY OF THE UNITED STATES OF AMERICA, NOR ARE THEY CARRIED OUT THROUGH THE USE OF THE UNITED STATES POSTAL SERVICE, ANY INSTRUMENTS OF INTERSTATE OR FOREIGN TRADE OF THE UNITED STATES OF AMERICA, OR ANY INFRASTRUCTURE OF THE NATIONAL STOCK EXCHANGE OF THE UNITED STATES OF AMERICA. THE AFOREMENTIONED RESTRICTION APPLIES, INTER ALIA, TO THE TRANSMISSION BY FAX, EMAIL, TELEPHONE, AND THE INTERNET. ACCORDINGLY, COPIES OF THIS MEMORANDUM, AS WELL AS ANY OTHER DOCUMENTS OR MATERIALS RELATED TO THE TRANSACTIONS SHALL NOT, DIRECTLY OR INDIRECTLY, BE SENT BY MAIL OR OTHERWISE TRANSMITTED, DISTRIBUTED, OR FORWARDED (INCLUDING BY CUSTODIANS, NOMINEES, OR TRUST MANAGERS) WITHIN THE TERRITORY OF THE UNITED STATES OF AMERICA. ANY OFFER THAT DIRECTLY OR INDIRECTLY VIOLATES THE AFOREMENTIONED RESTRICTIONS, AS WELL AS ANY OFFER MADE BY A PERSON LOCATED IN THE UNITED STATES OF AMERICA, OR BY ANY AGENT, ATTORNEY, OR OTHER INTERMEDIARY ACTING ON THE INSTRUCTIONS OF A PRINCIPAL ORIGINATING IN THE UNITED STATES OF AMERICA, SHALL BE INVALID AND SHALL NOT BE ACCEPTED.}

_{THIS ANNOUNCEMENT IS NOT ADDRESSED TO U.S. PERSONS (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED AND SUPPLEMENTED) OR PERSONS LOCATED IN THE TERRITORY OF THE USA.}

Globaltrans Investment PLC (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) today announces that, based on the publicly available information and the disclosure made by Aqniet Holding Group Ltd. (the “Purchaser”), the Purchaser has launched an invitation to make offers to sell global depositary receipts (ISIN: US37949E2046), representing ordinary shares of the Company as described in the Tender Offer Memorandum (as defined below) made available by the Purchaser (the "GDRs" and the "Invitation", respectively).

Company statement

Below is the summary of the Purchaser’s disclosure in connection with the Invitation. Although the Invitation is not a corporate action initiated by the Company, the relevant information is made available by the Company bearing in mind its ongoing disclosure and transparency obligations. The Company did not independently verify or endorse the Purchaser’s disclosure in connection with the Invitation.

Highlights

• The Purchaser is inviting the Holders of GDRs to tender for cash up to 8,915,912 GDRs, at a purchase price of 200 Russian Rubles per GDR (the "Purchase Price") payable in Russian Rubles, upon the terms and subject to the conditions set forth in the Tender Offer Memorandum.

• The Purchase Price represents a discount of 28.8 per cent. to the last closing price on AIX on 17 April 2025, based on the relevant exchange rate of the Central Bank of Russia ("CBR") effective on 17 April 2025.

• The Holders of GDRs are invited to submit their Tender Instructions as per the procedure set forth in the Tender Offer Memorandum.

• The Tender Instruction submission period starts today and ends at 6:00 p.m. (Astana time) on 24 April 2025.

• Holders of GDRs, whose Tender Instructions will be accepted by the Purchaser, will be obliged to transfer the accepted GDRs to the account specified in the Tender Instruction completed by 6:00 p.m. (Astana time) on 25 April 2025.

• The Purchase Price will be paid to Holders of GDRs within 3 Business Days from the relevant GDRs having been credited to the relevant Purchaser’s account as set out in the Tender Instruction.

• Further information, including the timeline and instructions for participation in the Invitation, is set out in the Tender Offer Memorandum dated 18 April 2025 and available on the website https://aqniet-holding.com/ (the “Tender OfferMemorandum”). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Tender Offer Memorandum.

Background and rationale for the Invitation

In March 2025, Globaltrans’ management received an unsolicited bid from a Russian investor to sell five Globaltrans’ subsidiaries in Russia and Kazakhstan, namely: New Forwarding Company, Ural Wagonrepair Company, GTI Management, BaltTransServis and Adaptive Capital for an aggregate consideration of U.S.$ 767 million payable in Russian Roubles (the "Asset Sale Transaction").

On 10 April 2025, the extraordinary general meeting of shareholders of Globaltrans (the "EGM") approved the Asset Sale Transaction and the transfer of subsidiaries to the purchaser was reported as completed on 17 April 2025.[1] Globaltrans also reported that substantially all of the proceeds from the Asset Sale Transaction are intended be distributed as a special dividend to the shareholders of Globaltrans and Holders of GDRs.[2]

On 18 April 2025, Globaltrans’ board of directors approved a special dividend of RUB 335 per ordinary share in Globaltrans, such dividend to be payable to the shareholders of record as of 18 June 2025. Pursuant to the applicable ADGM regulations, such dividend shall be paid to the shareholders recorded in Globaltrans’ share register.

The above special dividend will not be paid to the Holders of GDRs directly, and will have to flow through the accounts of a number of infrastructure participants in various jurisdictions, each of which is subject to its own legal requirements, internal rules and regulations, compliance checks and operational practices.

Bearing in mind significant uncertainties relating to the functioning of the depository infrastructure and the actions that the relevant intermediaries, including past practices of voting instructions not having been collected from the GDR holders for various reasons and failure to make an onward delivery of dividend, it is unclear if or when the special dividend, or any portion thereof, would ultimately reach the Holders of GDRs. Over the past 3 years international central securities depositories, their agents and accountholders have blocked or restricted payments on numerous occasions for a variety of reasons and no assurance can be given whether that would be the case for the Globaltrans’ special dividend announced and approved.

In light of the above, it is the Purchaser’s assessment that in the present circumstances certain Holders of GDRs may be willing to dispose of their GDRs at an acceptable discount to secure certainty of monetisation of their investment and hedge against the infrastructure risks which could significantly devalue their investment in the GDRs.

As such, the Purchaser believes it is appropriate to offer the Holders of GDRs to participate in the Invitation on the terms and subject to the conditions specified in the Tender Offer Memorandum.

Expected timetable of the Invitation

FURTHER INFORMATION

For further information please see the Tender Offer Memorandum available at https://aqniet-holding.com/

Should you have any questions related to the Invitation or need assistance, please use the contacts below:

E-mail: [email protected]

ENQUIRIES

For investors

Mikhail Perestyuk / Daria Plotnikova

+971 2 877 6840

[email protected]

Contacts for media

Anna Vostrukhova

+971 2 877 4166

[email protected]

LEGAL DISCLAIMER

Information contained in this announcement concerning Globaltrans Investment PLC, a company organised and existing under the laws of the Abu Dhabi Global Market (the “Company” and together with its consolidated subsidiaries “Globaltrans” or the “Group”) is for general information purposes only. The statements and any opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice.

None of the Company nor any of its shareholders, directors, officers or any other person accepts any liability whatsoever for any loss howsoever arising from any use of the contents of this announcement or otherwise arising in connection therewith. This announcement does not constitute an offer or an advertisement of any securities in any jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and any such restrictions should be observed.

This announcement may contain forward-looking statements regarding future events. You can identify forward looking statements by terms such as “expect”, “believe”, “estimate”, “anticipate”, “intend”, “will”, “could”, “may”, or “might”, the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Company’s intentions, beliefs or current expectations. By their nature, forward looking statements involve risks and uncertainties, because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees of future performance and that Globaltrans’ actual results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which Globaltrans operates may differ materially from those described in or suggested by the forward-looking statements contained in this announcement.

In addition, even if Globaltrans’ results of operations, financial condition, liquidity, prospects, growth strategies and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in future periods. Unless otherwise set out herein, the Company does not intend to update this announcement or reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause actual results to differ materially from those contained in forward-looking statements of Globaltrans, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, market changes in the Russian freight rail market, as well as many of the risks specifically related to Globaltrans and its operations. No reliance may be placed for any purposes whatsoever on the forward-looking statements contained in this announcement.

_{[1] Please also see the press release available at: https://www.globaltrans.com/investors/news/detail/2555.}

_{[2] Please also see the press release available at: https://www.globaltrans.com/investors/news/detail/2550.}