Global Net Lease, Inc. · NYSE:GNL
Global Net Lease — Proxy Contest (April 2023)
90 slides from Global Net Lease's proxy contest presentation, Apr 25, 2023
Slide 1: The Case for Change
=\Me =BLACKWELLS CAPITAL THE CASE FOR CHANGE Global Net Lease, Inc & The Necessity Retail REIT, Inc Presentation to Institutional Shareholder Services APRIL 2023 PRESENTED BY BLACKWELLS CAPITAL
Slide 2: Legal Disclaimer
LEGAL DISCLAIMER ‘The views expressed in this presentation (the “Presentation’) represent the opinions of Blackwells Capital LLC andlor certain of its affates (collectively, “Blackwell”) and the investment funds it manages that hold shares in Global Net Lease, Inc. (the “Company”, “Global Net Lease”
Slide 3: Table of Contents
TABLE OF CONTENTS | Executive Summary ll GNL and RTL Company Overview Ml GNL and RTL Underperformance IV Governance Failures Vv Blackwells’ Plan VI Appendix | —- Empirical Snapshot of Failings & Questions for Management Vil Appendix Il — Exposing AR Global 16 25 46 65 75 78
Slide 4: Executive Summary
=\UVM BLACKWELLS CAPITAL,
Slide 5: Why Are We Here?
WHY ARE WE HERE? are deeply undervalued due to its rapacious external manager Global Net Lease, Inc. (“GNL”) and The Necessity Retail REIT, Inc. (“RTL”), triple net-lease REITs, AR Global has subjected GNL and RTL to an endless cycle of self-dealing and corporate piracy to the tune of $881 million d
Slide 6: The AR Global Chokehold Is Terrible for Shareholders
THE AR GLOBAL CHOKEHOLD IS TERRIBLE FOR SHAREHOLDERS GNL and RTL Cumulative Market Cap Destruction vs. AR Global’s Cumulative Proceeds from Compensation, Fees, and G&A Expenses +$881 Million leqolp Uy 0} sjueUAeg Market Cap Destruction ($mm) - $3.3 billion” Jun: Dec-15 Jun-16 Dec-16 Jun-17 Dec-17— J
Slide 7: Relative Operating Load vs Market Cap
RELATIVE OPERATING LOAD VS MARKET CAP Operating Load as ‘centage of Market Cap by Triple Net REIT“) 12.1% Fy 6.1% 1.7% 1.9% INL GNL RTL Factor Multiple BW 41.4x 17.7x 16.0x 10.5x 99x 97x 88x 75x TSK 69x 67x 57x 53x 49x 35x 33x 10x 05x e GNL’s + RTL’s Loads as a % of Market Cap are 10.2x and 20.2x th
Slide 8: Relative Operating Load vs Book Value
RELATIVE OPERATING LOAD VS BOOK VALUE Operating Load as Percentage of Book Value by Triple Net REIT ‘ioeinaies a : 5.8% | GNL’s management fee 3 3 A has gone up 2.6x while GNL and RTL (both managed by AR Global) have the highest i nS : its stock has fallen operating loads compared to their triple ne
Slide 9: GNL Load Factor vs. Book Value Since IPO
GNL LOAD FACTOR VS. BOOK VALUE SINCE IPO AR Global pays itself in excess of $71mm a year at the expense of GNL shareholders: = $41mm is from management fees, reimbursements, property fees = $18mm is from G&A = $12mm is from equity compensation With G&A and Equity Comp, the Total Load is closer to $1
Slide 10: RTL Load Factor vs. Book Value Since IPO
RTL LOAD FACTOR VS. BOOK VALUE SINCE IPO AR Global pays itself in excess of $92mm a year at the expense of RTL shareholders: = $61mm is from management fees, reimbursements, property fees = $16mm is from G&A = $14mm is from equity compensation With G&A and Equity Comp, the Total Load is closer to $1
Slide 11: GNL's & RTL's Corporate Governance Among the Worst in America
GNL’S & RTL’'S CORPORATE GOVERANCE ARE AMONG THE WORST IN AMERICA GNL and RTL both have an overall Governance QualityScore of 10/10, the worst score possible, for Shareholder Rights from ISS QualityScore ISS> Quality Score 10 = Highest Possible Risk
Slide 12: Blackwells' Plan
BLACKWELLS’ PLAN Blackwells’ Plan will unlock Shareholder Value at GNL and RTL in the immediate term Install two eminently qualified Independent Directors to act as FIDUCIARY ADVOCATES FOR ALL shareholders IW SLACKWELLS CAPITAL Establish Strategic Review Committee to conduct a strategic review proce
Slide 13: Executive Summary: Upside in Terminating the AR Global Agreement
EXECUTIVE SUMMARY BLACKWELLS SEES IMMEDIATE UPSIDE IN TERMINATING THE AR GLOBAL AGREEMENT GNL and RTL may be worth substantially more if the AR Global Management agreements were terminated GNL Estimated Earnings Add-Back per Share RTL Estimated Earnings Add-Back per Share ite GNL® $0.97 ifeveewy THE
Slide 14: Blackwells' Independent Director Nominees
BLACKWELLS’ INDEPENDENT DIRECTOR NOMINEES Blackwells has nominated two exceptional nominees for election at the 2023 Annual Meetings of GNL and RTL in order to improve governance, hold management accountable and maximize value for shareholders Richard O’Toole Jim Lozier V Independent director with s
Slide 15: Blackwells' Demands & Proxy Initiatives
BLACKWELLS’ DEMANDS & PROXY INITIATIVES Blackwells seeks three major changes to galvanize value: The recission of the AR Global Management Contract in favor of a fair-market one after competitive bidding process The ouster of Directors Michael Weil and Jim Nelson (CEO) at GNL and Directors Michael W
Slide 16: GNL and RTL Company Overview
f\VMe BLACKWELLS CAPITAL
Slide 17: Global Net Lease, Inc. (GNL)
SE, INC. (“GNL”’) formance Since IPO () GNL D GLOBAL NET LEASE 0% = Global Net Lease, Inc. (“GNL”) is a publicly ttaded REIT focused ese ‘A sai 5 10% primarily on single-tenant net lease properties in the United States and western Europe -20% -30% = GNL focuses on high-quality assets and has a stron
Slide 18: Company Overview - Global Net Lease (GNL)
COMPANY OVERVIEW - GLOBAL NET LEASE (GNL) HIGH QUALITY PORTFOLIO GNL has the hallmarks of an extremely valuable and attractive property portfolio 309 properties 39.2 million rentable square feet 138 tenants primarily located in the U.S. and U.K. 65% U.S & Canada., 17% U.K., 18% Europe excl. U.K 56%
Slide 19: Detailed Portfolio Overview - GNL
COMPANY OVERVIEW - GLOBAL NET LEASE (GNL) DETAILED PORTFOLIO OVERVIEW GNL has a quality portfolio of 309 net lease assets primarily in the office and industrial real estate segments Portfolio Overview Portfolio Segment Distribution “) Global Geographic Diversity ) Properties 309 Rentable Square Feet
Slide 20: Tenant Diversification - GNL
SITUATION OVERVIEW - GLOBAL NET LEASE (GNL) TENANT DIVERSIFICATION GNL has a total of 138 tenants of which 60.5% are investment grade “’) Tenant Industry () Tenant Rating Property Type % of SLR po Nantectsrg McLaren Caa1t (Moody's) UK. Industrial 5% FedEx Baa2 U.S./Canada Distribution 4% Kiaritmiah
Slide 21: The Necessity Retail REIT, Inc. (RTL)
THE NECESSITY RETAIL REIT, INC. (“RTL”) (copy Tue Necesstry RTL Share Price Performance Since IPO SS Rera REIT? 30% = RTLisa publicly traded REIT focused primarily on necessity-based ae single and multi-tenant service retail properties in the United States « : = RTL focuses on high quality assets an
Slide 22: Company Overview - The Necessity Retail REIT (RTL)
COMPANY OVERVIEW - THE NECESSITY RETAIL REIT (RTL) HIGH QUALITY PORTFOLIO RTL has the hallmarks of an extremely valuable and attractive property portfolio $5.1 billion portfolio at cost 1,044 properties 935 single-tenant and 109 multi-tenant 27.9 million square feet 100% U.S. single-tenant located i
Slide 23: Detailed Portfolio Overview - RTL
COMPANY OVERVIEW - THE NECESSITY RETAIL REIT (RTL) DETAILED PORTFOLIO OVERVIEW RTL has a high-quality portfolio of 1,044 properties primarily open-air shopping centers and single-tenet retail Portfolio Overview Multi-Tenant Single-Tenant Total Multi-Tenant Type Distribution Real Estate Investments,
Slide 24: Tenant Diversification - RTL
COMPANY OVERVIEW - THE NECESSITY RETAIL REIT (RTL) TENANT DIVERSIFICATION 54% of RTL’s portfolio straight line rent is derived from Necessity-Based ret Tenant Industry (?) Tenan Rating Market Cap tenants ts) %ofSLR Fresenius Baa3 $10 bn 61 3.8% Mountain Express Oil Co. Ba3 - 15.7 3.5% Gas/Convenienc
Slide 25: GNL and RTL Underperformance
f\VMe BLACKWELLS CAPITAL
Slide 26: Self-Dealing, Mismanagement & Fiasco
SELF-DEALING, MISMANAGEMENT & FIASCO Self-dealing & Conflicts of Interest Punitive Management Contract History of Decisions Antagonistic to Shareholders Empirical Failures & Operating Underperformance Significant conflicts of interest exist between GNL’s Board and external manager $596mm of fees to
Slide 27: GNL and RTL Underperformance Versus Peers
GNL AND RTL UNDERPERFORMANCE VERSUS PEERS GNL and RTL are deeply undervalued companies with valuable and attractive property portfolios that have been mismanaged by AR Global resulting in underperformance versus the average of its peers of -104% and -73%, respectively GNL Share Price Underperformanc
Slide 28: GNL and RTL Relative Shareholder Returns
GNL AND RTL RELATIVE SHAREHOLDER RETURNS Total Shareholder Return Since GNL IPO S&P 500 127.1% Bloomberg Diversified REIT Index 98.7% Bloomberg REIT Index 46.0% MSCI US REIT Index 42.3% GNLD 82% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% 140.0% Total Shareholder Return Since RTL IPO S8P 500 60.2% Bl
Slide 29: The AR Global Chokehold Is a Menace Against Valuation
THE AR GLOBAL CHOKEHOLD HAS BEEN A PERSISTENT MENACE AGAINST VALUATION GNL and RTL have consistently lagged their peers across each valuation metric over the last 5 years EV/ EBITDA P/AFFO P/NAV NET LEASE NET LEASE NET LEASE AVERAGE AVERAGE AVERAGE Current Averages, 1YR 12.2x 16.4x -25.6% 7.9% 17.2x
Slide 30: Comparable Company Valuations
GNL AND RTL UNDERPERFORMANCE COMPARABLE COMPANY VALUATIONS AR Global’s “stewardship” has pushed GNL and RTL into worst-in-class across (1) Valuation, (2) Growth, (3) Leverage Stock Equity . Prem/ Price (Disc) PIAFFO 2022 Growth 2023E Growth Company Ticker 4/14/23 EBITDA To NAV 2023E FFOAFFO_FFO Agre
Slide 31: Payments to AR Global
PAYMENTS TO AR GLOBAL Nearly 1 out of every 5 dollars that GNL and RTL makes is spent on payments to AR Global Operating Load as % of Book Value Operating Load as % of Revenue 20.6% 5.8% 18.7% 4.9% 1.2% Peer Average GNL yy i~ Peer Average GNL ») f~ GLOBAL NET LEASE x GLOBAL NET LEASE Se IW SLACKWELL
Slide 32: GNL & RTL Valuations
GNL & RTL VALUATIONS GNL and RTL trade at a significant discount to its peers across all pertinent valuation metrics 14.3x 7.0% 9.9% 10.0% =e 6.4% 7.0x wes (34.8%) (65.5%) é is : GNL y Peer Average Peer Average f = . GNL y Me GNL >) Por Aveiage GLOBAL NET LEASE 4 Risa RE ay x GLOBAL NET LEASE GLOBAL
Slide 33: Dilutive Share Issuances
GNL & RTL SHAREHOLDERS SUFFER THROUGH DILUTIVE SHARE ISSUANCES = GNL has issued more than $660 million of equity, or 55% of its = Since 2019, RTL has issued more than $195 million of equity, market cap, in secondaries or 26% of its market cap, in secondaries = There have been 11 issuances, at increa
Slide 34: Destruction of Book Value at GNL
DESTRUCTION OF BOOK VALUE AT GNL The Board has not organically or successfully grown book value since 2017 = 63% of their book value of $1.5bn and 80% of market cap has come from selling stock Operating Cash Flow $ 1,189.1 RE Acquired $ 1,811.3 = Since IPO, GNL has raised $1.2 bn of net debt, $939mm
Slide 35: Destruction of Book Value at RTL
DESTRUCTION OF BOOK VALUE AT RTL RTL’s 2022 Book value is LOWER than it was in 2017 There is an $837mm difference between 2022 book value and 2017, if one considers sources of cash exceeded uses of cash by $681mm $235mm of impairments since 2018 (31% of market cap) 35% of their book value of $1.5bn
Slide 36: AR Global's Piggy Bank
— AR GLOBAL’S PIGGY BANK AR Global has paid themselves over $881 million despite poor performance at GNL and RTL Global Net Lease (GNL) + The Necessity Retail REIT (RTL) —_ GNL and RTL AR Global Fees $ 249,385 AR Global Fees $ 346,332 AR Global Fees $ 595,717 Equity Compensation 47,654 Equity Compen
Slide 37: GNL's Board Acknowledging Its Failure
GNL’S BOARD ACKNOWLEDGING ITS FAILURE GNL acknowledges its own underperformance in its latest 10-K filing Comparison to Cumulative Total Return $250 $200 $150 $100 $50 06/02/15 1IBW/IS 1231/16 12/31/17 12BVI8 12/31/19 12/31/20 12/31/21 12/31/22 —a— GNI ——®— NYSE Index —-— NAREIT Equity Index. | —-*—
Slide 38: RTL's Board Acknowledging Its Failure
RTL’S BOARD ACKNOWLEDGING ITS FAILURE RTL acknowledges its own underperformance in its latest 10-K filing Comparison to Cumulative Total Return $150 $100 O7/19/18 1231/18 06/30/19 231/19 06/30/20 1231720 06/3021 2312 03/31/22 09/30/22 123122 —a— RTL —@— NASDAQ Index “e— NAREIT Equity Index ——+—— MSC
Slide 39: Externally Managed REITs Historically Underperform
EXTERNALLY MANAGED REITS HISTORICALLY UNDERPERFORM REIT AVERAGE AR Global’s external management fees prevent GNL from being cost-of-capital competitive IW SLACKWELLS CAPITAL Source: FactSet, BNP Paribas Exane. ...and the capital markets have responded accordingly Externally Managed REITs vs IYR Tota
Slide 40: Wall Street & Analysts Have Fled GNL Stock
WALL STREET & THE ANALYST COMMUNITY HAVE FLED GNL STOCK = Analysts have given up on GNL due to AR Global disengagement and lacklustre operating performance Below Average Per under AR Global's management AFFO CAGR (22A’ — 25E’) P/AFFO / AFFO CAGR (23E’ - 26E’) and GNL Board’s watch s0% 8.0x 25% 7.0x
Slide 41: Negative Sellside Commentary
NEGATIVE SELLSIDE COMMENTARY MARCH 16, 2023 BNP Paribas issued a research report highlighting several reasons delineating why GNL is undervalued. The hostile shareholder rights plan and the external management structure are two of them. — Externally Managed Structure a barrier to growth, Elimination
Slide 42: Sell-Side Emphasizes Risk in the Management Agreement
THE SELL-SIDE COMMUNITY EMPHASIZE RISK IN THE MANAGEMENT AGREEMENT LADENBURG THALMANN G6 Fixed management fees could result in conflicts of interest and limit cash flow for other operating functions ... Note that the Advisor does not owna significant equity interest in GNL” Ladenburg Thalmann Equity
Slide 43: Feedback From Third Party Manager
FEEDBACK FROM THIRD PARTY MANAGER Third Party Managers agree that GNL and RTL can be managed for significantly less than AR Global’s current fees Blackwells has spoken with many 3rd party asset managers who have all indicated that the GNL and RTL assets can be managed for fractions of the current co
Slide 44: Third-Party Benchmarking & Assessment
THIRD-PARTY BENCHMARKING & ASSESSMENT A 225-page third-party benchmarking study by NAV Valuation & Advisory LLC observed: _ Our independent analysis indicated that operating loads of GNL and RTL were significantly above the mean and median data of the guideline peer set. This trend has increased sin
Slide 45: Third-Party Benchmarking & Assessment (Cont.)
THIRD-PARTY BENCHMARKING & ASSESSMENT (CO PNAV . ee Management Fee as % of Revenue’ Chart 4.5 [A26)=[A9/ [A27}=[A10/ [A28]=[A11/ [A.29]=[A12/ . AAT A18] A19] A20) * According to NAV, the External Peer Public Company 2019 2020 2021 2022 Management fee is zero at nearly all ‘Agree Really Corporation 0
Slide 46: Governance Failures
=\UVM BLACKWELLS CAPITAL,
Slide 47: GNL & RTL Governance at the Core of Their Financial Rot
GNL & RTL GOVERNANCE ARE AT THE CORE OF THEIR FINANCIAL ROT J Inadequate = GNL’s and RTL’s governance structure frustrates accountability and lacks basic protections Shareholder Rights = Both company's corporate governance scores are among the worst in corporate America (") a Lack of Board ‘ aoe wi
Slide 48: GNL's Corporate Governance Among the Worst in America
GNL’S CORPORATE GOVERANCE IS AMONG THE WORST IN AMERICA GNL has an overall Governance QualityScore of 10/10, the worst score possible, for Shareholder Rights from ISS ip ISS recommended against all 3 of GNL’s directors up for election at the 2021 meeting and withhold for all of GNL’s directors up fo
Slide 49: RTL's Corporate Governance Among the Worst in America
RTL’S CORPORATE GOVERANCE IS AMONG THE WORST IN AMERICA RTL has an overall Governance QualityScore of 10/10, the worst score possible, for Shareholder Rights from ISS BW ad ISS recommended against all 3 of GNL’s directors at the 2021 meeting and withhold for all of GNL’s directors at the 2022 meetin
Slide 50: GNL Director Concerns - 2022 ISS Report
GNL DIRECTOR CONCERNS - 2022 ISS REPORT Leading proxy advisory firms have displayed concerns over several of GNL’s Directors ff Iss> Edward Weil Jr. is a CEO of three publicly-traded companies and serves on a total of five public company boards. A CEO cannot reasonably be expected to balance the res
Slide 51: RTL Director Concerns - ISS & Glass Lewis Reports
RTL DIRECTOR CONCERNS - 2022 ISS & GLASS LEWIS REPORTS Leading proxy advisory firms have displayed concerns over several of RTL’s Directors as In addition to serving as a director and CEO of “RTL” Edward Weil Jr. serves on more than three boards of publicly-traded companies. Governance experts have
Slide 52: GNL and RTL Management & Board Lack Independence
GNL AND RTL MANAGEMENT & BOARD OF DIRECTORS LACK INDEPENDENCE jlobal William “Bill” Kahane Nicholas Schorsch, Jr Joseph Marnikovic fie ARiearand Fae Michael Weil Nicholas Schorsch, Sr Manager of GNL and RTL CEO — AR Global Founder — AR Global Founder — AR Global COO ~ AR Global Current CFO — AR Glob
Slide 53: AR Global Management Agreement Provides No Accountability
AR GLOBAL MANAGEMENT AGREEMENT PROVIDES NO ACCOUNTABILITY Under the Advisory Agreement, Mr. Weil and Mr. Nelson are highly interconnected at AR Global backed companies with no oversigh = James Nelson — CEO and President of GNL — holds a non-controlling profits interest in the Advisor and Property Ma
Slide 54: Michael Weil May Have Influence Over His Comp
MICHAEL WEIL MAY HAVE INFLUENCE OVER MICHAEL WEIL’S COMP We believe this conflict of interest and lack of meaningful oversight 1 ; infil . Hed Paphos i lr ia sieicompansation has hindered RTL’s performance and ability to deliver long-term value for shareholders Say ‘Tae Necessiry The Nec erat REIT R
Slide 55: RTL's Board Has No Alignment With Shareholders
RTL’S BOARD HAS NO ALIGNMENT WITH SHAREHOLDERS AR Global and RTL executives have no skin in the game, allowing them to treat RTL like a personal piggy bank The Board’s cumulative ownership of RTL is less than 1% despite their stranglehold on the operational and financial controls RTL’S BOARD OF DIRE
Slide 56: GNL's Board Has No Alignment With Shareholders
’S BOARD HAS NO ALIGNMENT WITH SHAREHOLDERS Blackwells believes that AR Global and the GNL Board members will continue to use the Company to suit their own economic interests at the expense of shareholders While the GNL Board cumulatively owns less than 1% of the Company’s outstanding shares, GNL’s
Slide 57: A Compensation Committee That Doesn't Determine Compensation
A COMPENSATION COMMITTEE THAT DOESN’T DETERMINE COMPENSATIO According to the Proxy, Mr. Nelson doesn’t have to show up to work LL) “AR Global, the “Our advisory agreement does not “While Mr. Weil, a member of our Board, may, parent company of require our [named executive officers] in his capacity as
Slide 58: GNL Admits Conflicts of Interest
GNL ADMITS CONFLICTS OF INTEREST GNL recognizes the risks associated with officers and directors holding positions with related parties at AR Global, yet refuses to do anything about them p= “Our officers and directors face conflicts of interest related to the positions they hold with related partie
Slide 59: RTL Admits Conflicts of Interest
RTL ADMITS CONFLICTS OF INTEREST RTL recognizes the risks associated with officers and directors holding positions with related parties at AR Global, yet refuses to do anything about them BW RTL FY2022 10K.. ma “All of our executive officers ... and other professionals assembled by our Advisor and o
Slide 60: Toxic Poison Pills
TOXIC POISON PILLS GNL and RTL poison pills effectively hinder the REIT’s success, while restricting stockholders’ rights C6 “The limit on the number of shares a person may own...” (1) GNL FY2022 10-K ... may discourage a third party from acquiring ; us in a manner that might Sy RTL FY2022 10-K resu
Slide 61: GNL Elaborates on Its Conflicts
GNL ELABORATES ON ITS CONFLICTS GNL’s conflicts are boundless and are NOT limited to compensation GNL FY2022 10K 4 4 = “The Advisor faces conflicts of interest relating to the purchase and leasing of properties, and these conflicts may not be resolved in our favor, which could adversely affect our i
Slide 62: RTL Elaborates on Its Conflicts
RTL ELABORATES ON ITS CONFLICTS RTL’s conflicts are boundless and are NOT limited to compensation — = “Our Advisor faces conflicts of interest relating to the purchase and leasing of properties, and these conflicts may not be resolved in our favor, which could adversely affect our investment opportu
Slide 63: Admission of Conflicts of Interest
ADMISSION OF CONFLICTS OF INTEREST iT 66 7 4 We have only limited rights to The stockholder rights plan adopted by our The Advisor faces conflicts of terminate our advisory agreement board of directors may discourage a third party interest relating to the structure of and multi-tenant management fro
Slide 64: Mr. Nelson Has Zero Qualifications to Be CEO of a Real Estate Company
MR. NELSON HAS ZERO QUALIFICATIONS TO BE THE CEO OF A REAL ESTATE COMPANY Company RealEstate? Role Years xerox x Chairman, Director, Audit Committee 2021- Present chewy * Lead Director, Audit Committee 2021 — Present NOFRNON x Director, Audit Committee 2014 - 2021 @® CAESARS x Director, Audit Commit
Slide 65: Blackwells' Plan
=\UVM BLACKWELLS CAPITAL,
Slide 66: Timeline of Events
TIMELINE OF EVENTS BW Pursues Legal Action for Shareholder Rights + Jan 18 BW answered GNLIRTL complaint in Federal Action + Feb 23 - BW releases presentation “Exposing AR Global: Part I and launches website StopARGlobal.com + March 10- GNL/ RTL in Federal Action attempts to enjoin BW from publishin
Slide 67: Blackwells' Plan: Next Steps
BLACKWELLS’ PLAN NEXT STEPS Urgent action is needed to protect shareholder value at GNL and RTL Financial self- Significant misalignment of interest between Board / Management and shareholders e CEO’s, J e: dealing, fiduciary + Combined, Mr. Weil and Mr. Nelson own less than 0.1% of GNL a $1.2bn mar
Slide 68: Blackwells' Proposals
BLACKWELLS’ PROPOSALS Blackwells plans to reform GNL and RTL as leaders in governance standards by pursuing the following agenda: © 24 4 o-:--o- Election of highly qualified Proposing the repeal of the Proposing the repeal of the Proposing changes to the director candidates with the recently enacted
Slide 69: Blackwells' Independent Director Nominees
BLACKWELLS’ INDEPENDENT DIRECTOR NOMINEES Blackwells has nominated two exceptional nominees for election at the 2023 Annual Meetings of GNL and RTL in order to improve governance, hold management accountable and maximize value for shareholders Richard O’Toole Jim Lozier V Independent director with s
Slide 70: Under Blackwells, GNL & RTL Will Adopt Internal Management
BLACKWELLS’ PLAN UNDER BLACKWELLS, GNL & RTL WILL ADOPT INTERNAL MANAGEMENT AGREEMENTS GNL and RTL may be worth substantially more if the AR Global Management agreements were terminated GNL Estimated Earnings Add-Back per Share GNL D (GLOBAL NET LEASE $0.97 + 4 + Implied Additional Value Per Share $
Slide 71: Third-Party Benchmarking & Assessment
THIRD-PARTY BENCHMARKING & ASSESSMENT While operating load has decreased for the guideline peer set, the results of GNL and RTL have increased significantly, particularly in FYE and FYE 2022. Chart 4.6 Load as % Load as % Load as % of Revenue of Book Value of Market Cap (AS) = (13 AM) ARI=IAIS At A
Slide 72: Third-Party Benchmarking & Assessment (Cont.)
BLACKWELLS’ PLAN THIRD-PARTY BENCHMARKING & ASSESSMENT (CONT.) Triple-Net Lease REIT Benchma 7 JATIC ig - Operating Load Fundamentals - CAGR : & ADVISORY LLC Pam cal gel Ge] oe | cae | Moreover, GNL’s and RTL’s operating : loads were 3x- 4x ois sie 7 the peer medians a Rey i and means — 18 Glob Net
Slide 73: Contact Information
BW CONTACT INFORMATION Use the WHITE Universal Proxy Card to vote FOR all of Blackwells’ director nominees DISCARD the gold proxy card If you have any questions, require assistance in voting your proxy card / voting instruction form, or need additional copies of the proxy materials, please call: Mor
Slide 74: Contact Information
=\Me =BLACKWELLS CAPITAL CONTACT INFORMATION Michael McDonough Investor Relations Managing Director, Portfolio Manager IR@blackwellscap.com W. Gage Holzhauer Executive Director, Investments blackwellscap.com
Slide 75: Appendix I: Empirical Snapshot of Failings & Questions for Management
BLACKWELLS CAPITAL Appendix | Empirical Snapshot of Failings & Questions for Management
Slide 76: The Framing of Financial Failure and Expropriative Governance
THE FRAMING OF FINANCIAL FAILURE AND EXPROPRIATIVE GOVERNANCE The AR Global Management Agreement has Eviscerated GNL and RTL . $3.3bn of market cap destroyed since 2015 IPO with GNL at 64% loss, trailing US Diversified REIT Index by 104%, and RTL at a 62% loss, trailing Index by 73% Conflicts of Int
Slide 77: Questions for Management
1) 2) QUESTIONS FOR MANAGEMENT Why is AR Global endeavoring to thwart GNL and RTL shareholders from the basic shareholder right of proposing independent directors to the Board? Why does AR Global control 100% of the governance / board of GNL and RTL when AR Global has no material economic interest i
Slide 78: Appendix II: Exposing AR Global
Proer oe
Slide 79: AR Global's History
AR GLOBAL’S HISTORY AR Global is hatched from disgrace as the successor company of AR Capital, which had faced a $1 billion lawsuit for defrauding investors AR Global, previously known as AR Capital, has an ill-gotten past with Mr. Nelson’s and Mr. Weil’s associates convicted of fraud GNL’s ex-CFO,
Slide 80: AR Global Making Headlines...
AR GLOBAL MAKING HEADLINES... a) InvestmentNews Nicholas Schorsch’s former flagship REIT settles with investors for $1 billion tnting error of $3 min, sting ot al Lawsuits then followed, wth storeys for investors ctaming ARCP hax mssated franca metic @) DEPARTMENT, 7° JUSTICE :DIATE RELEASE Friday,
Slide 81: ...For All the Wrong Reasons...
Slide 82: The Look of Entanglement: Mr Schorsch's and Mr Weil's Entities
Slide 83: AR Global in Its Current Form
Slide 84: GNL & RTL's Management & Board of Directors Lack Independence
Slide 85: Dramatis Personae
Slide 86: Unabated Self-Dealing
Slide 87: AR Global Executives Are Misaligned With Shareholders
Slide 88: How Many Mr. Weil's Are There? How Many Places Is He?
Slide 89: A Closer Look: Mr. Weil's Countless Conflicts
Slide 90: Mr. Weil's Pattern of Bankruptcy, Liquidation, and Dissolution