Global Net Lease, Inc. · NYSE:GNL
Global Net Lease — Proxy Contest (February 2023)
44 slides from Global Net Lease's proxy contest presentation, Feb 23, 2023
Slide 1: About Blackwells
ABOUT BLACKWELLS HISTORY
Slide 2: ‘adjacent real estate activities, including financing, origination,
‘adjacent real estate activities, including financing, origination, mezzanine and equity investments, Throughout their careers Elacioells principals have invested globally on behalf of leading served on the boards of medi, ener technology insurance andl realestate enterprises. For more information,
Slide 3: Campaign Materials
CAMPAIGN MATERIALS Blackwells Capital Releases Presentation and Announces Website Exposing AR Global’ Value. Blackwells Capital Nominates ‘Two Highly Qualified Directions for Election to the Global Net Lease Ine. Exposing AR Global - Part 1. Blackwells Capital Announces Lawsuit Against Global Net Le
Slide 4: Slide 4
Slide 5: Disclaimer
DISCLAIMER IMPORTANT ADDITIONAL INFORMATION
Slide 6: Important Additional Information
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO sna wth other relevant documents, aviabl tno charge onthe SEC webs at tp//wwa.sec gov. n asiton the GML Partipans wil provide copes ofthe proxy statement without chrge when avalos upon request. R
Slide 7: Slide 7
Slide 8: Stop AR Global
STOP AR GLOBAL Blackwells intends to hold AR Global responsible for their corporate piracy of publicly-traded REITs Global Net Lease (GNL) along with The Necessity Retail REIT (RTL)
Slide 9: What Is Stop AR Global
WHAT IS “STOP ‘iach bas nominated two naw ndapendent AR GLOBAL” ‘GNU and RTL Board accountabilty to sharchoiders and termination ofthe off market management THE SIPHONING OF SHAREHOLDER MONEY TO NELSON, WEIL & AR GLOBAL MUST END Ccurrnty, more than $1 ut of evry $0 that GNL makosis sent on payment t
Slide 10: Governance overhaul and our nominees
re ee ee ee ne eee ete ee | GGNL oF RIL. and thiss despite Temployee at GNL and O emoloyees at TL GNL IS IN NEED OF CORPORATE GOVERNANCE OVERHAUL ‘GN and RTL. have recived Worst in lass ESG ranks fom proxy advisors OUR NOMINEES ‘Shorehelder value canbe unlocked though governance reform at GN ond RL
Slide 11: The Case for Change
THE CASE FOR CHANGE ‘Unger he conto f AR Global the “Advisor” and “Property Manager” fr Global Net Lease (GNL) along with The Necessity Reta REIT (RTL). bth companies Nave romatially underperormed posts by 109% and respective while AR Global haz -109% -71% GNL Under- RTL Under- Performance to _— Per
Slide 12: Register
REGISTER By fing out his form and supelyng us with your name ol email you apr to be contact by Blakes Cepia in regard tothe Stop AR Global camsian You
Slide 13: Supporting Materials
SUPPORTING MATERIALS Blackwells Capital Releases Exposing AR Global - Part 1. Presentation and Announces vencen Website Exposing AR Global's Value. Blackwells Capital Announces Lawsuit Against Global Net Lease Inc. and the Necessity Retail REIT Ine.
Slide 14: About Blackwells
ABOUT BLACKWELLS
Slide 15: Our Nominees
OUR NOMINEES RICHARD L. O’TOOLE
Slide 16: Jim Lozier
JIM LOZIER succesful campaign at Comeneneth REIT (now Eau ‘Commonwoath, which ested inal tutes boing removed sim Lier Served 35 cofounder and CEO of Archon Group LP (Archon Group) aves international roa erat services and advisory compan, om its formation in 996 ntl 201 Under Me Losier leaders, the A
Slide 17: wl OurNominees Reiter About cts
wl OurNominees Reiter About cts REGISTER
Slide 18: Investor Relations
INVESTOR RELATIONS PHONE ADDRESS MEDIA INQUIRIES
Slide 19: Exposing AR Global - Part 1
-\WM BLACKWELLS CAPITAL EXPOSING AR GLOBAL PART | [AR GLOBAL |S THE EXTERNAL MANAGER OF TWO PUBLICLY LISTED REITS: ‘Global Net Lease, Ine, (NYSE: GNL) ; The Necessity Retail REIT, Inc, (NASDAG: RTL) FEBRUARY 2023 PRESENTED 8Y 8LACKWELLS CAPITAL
Slide 20: Legal Disclaimer
LEGAL DISCLAIMER Sioa net Cet ne Cong Sat Nt en,“ he Nea et ET ee aan TL) x gee Canpe) The resent tatna ppae ly at Siedon biel avalaeHrnston an acts anaes ‘wih te Secures and Exchanga Cormission SEO" by fe Company o” ohor companies tet Blackwall any stoners of the Preset Such bia pat or he Presents,
Slide 21: Table of Contents
TABLE OF CONTENTS Executive Summary What is AR Global? Why is AR Global Suing Shareholders? Blackwells' Plan to Maximize Shareholder Value Questions for Management
Slide 22: Executive Summary
Slide 23: Why We Are Here?
WHY WE ARE HERE? Global Net Lease Inc. (“GNL”) and The Necessity Retail REIT Inc. (“RTL”) are deeply undervalued companies with valuable and attractive property portfolios that are being looted by a rapacious external manager: AR Global AR Global has Because of the above- Blackwells attempted to GNL
Slide 24: Overview of Global Net Lease, Inc.
OVERVIEW OF GLOBAL NET LEASE, INC. = Global Net Lease, Inc. ("GNL" or the “Company’) is a publicly 0% traded REIT focused primarily on single-tenant net lease properties 108% in the United States and western Ei 20% = The Company currently has 310 properties totaling over 39.5 million so rentable squ
Slide 25: Overview of The Necessity Retail REIT
OVERVIEW OF THE NECESSITY RETAIL REIT Tae Neces = The Necessity Retail REIT Inc. (‘RTL" or the “Company’) is a 20% publicly traded REIT focused primarily on necessity-based single 10% and multi-tenant service retail properties in the United States o% 0% ‘The Company currently has 1,050 properties to
Slide 26: High-Quality Portfolios
HIGH-QUALITY PORTFOLIOS | GNL and RTL both have valuable and attractive property portfolios ~ frm Tue Nec GNL D ctosat net Lease SB eran 310 properties $5.2 billion portfolio at cost 39.5 million rentable square feet = 65% U.S., 16% U.K., 18% Europe excl. U.K, & 1% Canada = 56% industrial, 41% offic
Slide 27: AR Global's Reign Has Been Terrible for Shareholders
AR GLOBAL’S REIGN HAS BEEN TERRIBLE FOR SHAREHOLDERS AR Global's mis and egregious fees have resulted in underperformance versus peers of -109% and -71%, respectively GNL Share Price Underperformance Since IPOW RTL Share Price Underperformance Since Re-!PO® 120% 0% 0% 1 t o% 20% 40% — JunetS June48
Slide 28: What Is AR Global?
Slide 29: AR Global in Its Current Form
AR GLOBAL IN ITS CURRENT FORM ZAR da AR S00sts C0 ana Predecessor Founder Global Michael Weil Nicholas Schorseh chief Executive Ofcer Founder AR Global REITs: Current CEOs Me an ker Ww LD (GLOBAL NET LEASE ‘The Necessity Retail REIT, ‘&New York Cy REIT AR Globalis the "Advisor and "Property Manager’
Slide 30: GNL & RTL's Management & Board Lack Independence
GNL & RTL’S MANAGEMENT & BOARD OF DIRECTORS LACK INDEPENDENCE AR Ys Manager of both Michael Weil GNL D GNL Management & Lead Independent Director Name Tile Connection to AR Global @ © @ James Nelson Chris Masterson __—_—Sue Perrotty Name Jason Doyle Lisa Kabnick (CEO-GNL (CFO-GNL Lead Independent Ti
Slide 31: AR Global Making Headlines...
AR GLOBAL MAKING HEADLINES... InvestmentNews Nicholas Schorsch’s former flagship REIT settles with investors for $1 billion ey Former Chief Financial Officer of American Reality Copital Partners (“ARCP”) Found Guilty After Trial of Accounting Fraud Lawn Objector Fights $15M Deal In American Realty-T
Slide 32: For All the Wrong Reasons.
FOR ALL THE WRONG REASONS. Milliken v. American Realty Capital RCS Creditor Trust v. Schorsch US.v. Block SEC v. AR Capital LLC et al (2019) tal (2017) (2017) Hospitality Advisors, LLC etal (2020) + Investors in : + tn2014, ‘skimmed * Schorsch and his part Propertes incre Chil Frere inflating the Sh
Slide 33: Why is AR Global Suing Shareholders?
Why is AR Global Suing Shareholders?
Slide 34: AR Global Is Laughing at the Shareholders of GNL and RTL
AR GLOBAL IS LAUGHING AT THE SHAREHOLDERS OF GNL AND RTL GNL and RTL Cumulative Market Cap Destruction vs. AR Global's Cumulative 0 (3500) (61.000) (81500) ($2,000) Ieqoi uy 0} swauikeg (62500) Market Cap Destruction (Smm) (83.000) (83500) miS Dae18 Wunt6 Oee4G Jun-!7 —DaeT unt DaotB Juni Dee Jun-20
Slide 35: AR Global's Management Agreements Are Permission Slips to Steal
AR GLOBAL’S MANAGEMENT AGREEMENTS ARE PERMISSION SLIPS TO STEAL | AR Global's chokehold on GNL and RTL is most in its off-market ] Operating Load as Percentage of Book Value by Triple Net REIT 5.5% GNL’s management fee A has gone up 1.8x while GNL and RTL (both managed by AR Global) 46% its stock ha
Slide 36: Timeline of Events
TIMELINE OF EVENTS BW First LettertoGNL —_| BW Good Faith Efforts to Engage Today Blackwells continues to pursue suggestions on vaue-creation 3 z 3 RTLottcers 8 Sept BWLeter hold AR Global accountable jov 28- BW mates associated with November 2022 February 2023 FEBRUARY ~ OCTOBER 2022 NOVEMBER 2022
Slide 37: The Facts in Response to AR Global's Complaint
THE FACTS IN RESPONSE TO AR GLOBAL’S COMPLAINT This is a case about two publicly traded Maryland corporations - GNL and RTL - that under the direction of AR Global have improperly blocked shareholders from making director nominations at upcoming annual meetings CLAIMS MADE BY GNL, RTL, & AR GLOBAL T
Slide 38: Blackwells' Plan to Maximize Value to Shareholders
Blackwells’ Plan to Maximize Value to Shareholders
Slide 39: Blackwells' Plan to Unlock Shareholder Value
BLACKWELLS’ PLAN TO UNLOCK SHAREHOLDER VALUE [ Shareholder Value can be unlocked through Governance Reform at GNL and RTL in the immediate term | Pursue a declaratory Install highly qualified Create a Strategic Appoint and empower Repeal the existing judgment in the director candidates — Review Comm
Slide 40: Blackwells' Step Plan
BLACKWEL| STEP PLAN BLACKWELLS SEES IMMEDIATE UPSIDE IN TERMINATING THE AR GLOBAL AGREEMENT more if the AR Global were GNL and RTL may be worth GNL Estimated Earnings Add-Back per Share RTL Estimated Earnings Add-Back per Share $0.54 GNL® $081 Tue Necessiry (GIOBAL NET EASE Recra REIT + + + + + + im
Slide 41: Blackwells' Independent Director Nominees
BLACKWELLS’ INDEPENDENT DIRECTOR NOMINEES has nomii two in order to improve hold nominees for election at the 2023 Annual Meetings of GNL and RTL and maximize value for shareholders Richard O’Toole Jim Lozier Y ndependent director with significant REIT experience Previous experience removing entrenc
Slide 42: Questions for Management
Slide 43: Questions for Management
5 QUESTIONS FOR MANAGEMENT 1) Why is AR Global endeavoring to thwart GNL and RTL shareholders from the basic shareholder right of proposing independent directors to the Board? 2) Why does AR Global control 100% of the governance / board of GNL and RTL when AR Global has no material economic interest
Slide 44: Exhibit
Exhibit 3 Blackwells Capital Releases Presentation and Announces Website Exposing AR Global’s Value Destructive Management of Global Net Lease Inc. and The Necessity Retail REIT Inc. Visit StopARGlobal.com for Additional Information Regarding the Need for Immediate Change at GNL and RTL NEW YORK, Fe