Necessity Retail REIT : Global Net Lease to Merge with The Necessity Retail REIT

	Global Net Lease to Merge
	with The Necessity Retail REIT
	Internalize Management
May 23, 2023	Enhances Corporate Governance

Pictured - McLaren Campus in Woking, U.K.

FORWARD LOOKING STATEMENTS

The statements in this presentation that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. In addition, words such as "may," "will," "seeks," "anticipates," "believes," "estimates," expects," "plans," "intends," "would," or similar expressions indicate a forward-looking statement, although not all forward-looking statements contain these identifying words. Any statements referring to the future value of an investment in GNL, including the adjustments giving effect to the Merger and the Internalization as described in this presentation, as well as the potential success that GNL may have in executing the Merger and Internalization, are also forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause GNL's actual results, or GNL's actual results after making adjustments to give effect to the Merger and the Internalization, to differ materially from those contemplated by such forward-looking statements, including but not limited to: (i) GNL's and RTL's ability to complete the proposed Merger and Internalization on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transaction, (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed Transactions, (iii) ability of GNL to obtain lender consent to amend its Second Amended and Restated Credit Facility or any other Company loan agreement, if at all, or on terms favorable to the Company, (iv) risks related to the potential repeal of GNL's Stockholder Rights Plan; (v) risks related to the decrease in the beneficial ownership requirements of GNL's applicable classes and series of stock; (vi) risks related to diverting the attention of GNL's and RTL's management from ongoing business operations, (vii) failure to realize the expected benefits of the proposed Transactions, (viii) significant transaction costs and/or unknown or inestimable liabilities, (ix) the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay, (x) the risk that RTL's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (xi) risks related to future opportunities and plans for the GNL Post-closing, including the uncertainty of expected future financial performance and results of GNL Post-closing following completion of the proposed Transactions, (xii) the effect of the announcement of the proposed transaction on the ability of GNL and RTL to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships, (xiii) the effect of any downgrade of the GNL's or RTL's corporate rating or to any of their respective debt or equity securities; (xiv) risks related to the market value of the GNL's common stock to be issued in the proposed Transactions; (xv) other risks related to the completion of the proposed Transactions, (xvi) potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat the COVID-19, on the Company, the Company's tenants and the global economy and financial market, as well as the additional risks, uncertainties and other important factors set forth in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of GNL's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company's subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law.

This presentation contains certain statements that are the Company's and Management's hopes, intentions, beliefs, expectations, or projections of the future and might be considered to be forward-looking statements under Federal Securities laws. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties. The Company's actual future results may differ significantly from the matters discussed in these forward-looking statements, and we may not release revisions to these forward-looking statements to reflect changes after we've made the statements. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.

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PROJECTIONS

This presentation also includes estimated projections of future operating results. These projections are not prepared in accordance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. This information is not fact and should not be relied upon as being necessarily indicative of future results; the projections were prepared in good faith by management and are based on numerous assumptions that may prove to be wrong. All such statements, including but not limited to estimates of value accretion, synergies, run-rate figures and results of future operations after making adjustments to give effect to the Merger and the Internalization reflect assumptions as to certain business decisions and events that are subject to change. As a result, actual results may differ materially from those contained in the estimates. Accordingly, there can be no assurance that the estimates will be realized, or that the transactions described in this presentation, including but not limited to the Merger and the Internalization, will be realized at all. Important factors that may affect actual results and cause the projections to not be achieved include, but are not limited to, risks and uncertainties relating to the Company and other factors described in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company's subsequent reports.

This presentation also contains estimates and information concerning our industry and tenants, including market position, market size and growth rates of the markets in which we operate, that are based on industry publications and other third-party reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023, and all other filings with the SEC after that date, as such risks, uncertainties and other important factors

may be updated from time to time in the Company's subsequent reports.

Credit Ratings

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each rating agency has its own methodology of assigning ratings and, accordingly, each rating should be evaluated independently of any other rating.

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ADDITIONAL INFORMATION

AND WHERE TO FIND IT

In connection with the proposed Merger and Internalization and the related proposed transactions, GNL intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of GNL and a joint proxy statement of GNL and RTL (the "joint proxy statement/prospectus"). Each party also plans to file other relevant documents with the SEC regarding the Merger and the Internalization and all related proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE INTERNALIZATION AND THE RELATED PROPOSED TRANSACTIONS. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by GNL with the SEC at the SEC's website at www.sec.gov. Copies of the documents filed by GNL with the SEC will be available free of charge on GNL's website at www.globalnetlease.com or by contacting GNL's Investor Relations at [e-mail].

Participants in the Proxy Solicitation

GNL, RTL, GNL OP, RTL OP, Advisor Parent, GNL Advisor and RTL Advisor, and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about directors and executive officers of GNL is available in the GNL proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 10, 2023. Information about directors and executive officers of RTL is available in the RTL proxy statement for its 2023 Annual Meeting, which was filed with the SEC on April 10, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transactions when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from GNL and RTL as indicated above.

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STRATEGIC RATIONALE AND BENEFITS

OF MERGER AND INTERNALIZATION

Sector Leading Diversified	•	Considerably increases size, scale, and prominence of Global Net Lease, Inc. ("GNL") with $9.6 billion of real
	estate assets on a combined company basis(1)(5)
Net Lease REIT	•	Global Net Lease, Inc. post-closing ("GNL Post Closing") will be the 3rd largest publicly-traded net lease REIT
		with a global presence and the 4th largest publicly-traded net lease REIT(5)
	•	Greater diversity by geography, asset type, tenant, and industry, spanning industrial, retail, and office assets
Enhanced Portfolio	•	across North America and Europe
	Concentration risk mitigated through new tenants, property types, and markets with limited integration risk
	•	Deeper tenant relationships and the ability to leverage GNL and The Necessity Retail REIT, Inc. ("RTL") track
Positioned for Growth		records of sourcing additional acquisitions and strong leasing growth
•	Larger asset base allows for greater balance sheet flexibility and ability to grow and optimize portfolio
	•	Scaled post-closing capital structure enables greater access to capital
Immediate AFFO Accretion	•	+9% accretive relative to GNL's Q1'23 AFFO per share on an annualized basis(2)(5)(6)(7)
and Reduced Leverage	•	Net debt to adj. annualized EBITDA reduced from 8.3x in Q1'23 to estimated 7.6x in Q4'23(3)(5)(6)
	•	Opt out of the classified board provision of the Maryland Unsolicited Takeovers Act ("MUTA")
Company Enhances	•	Declassify its Board of Directors, so that seven of the nine directors would stand for election to annual terms at
	the 2024 annual meeting of stockholders, and all nine directors would stand for election to annual terms at the
Corporate Governance;
	2025 annual meeting
GNL Intends to:
•	Repeal Company's Stockholder Rights Plan (commonly referred to in the industry as a "poison pill")
	•	Amend bylaws to delete the requirement that up to two board members to be "managing directors"
Internalization of	•	Supplements accretion from Merger synergies by eliminating all management fees
•	Significantly reduced operating expense increases cash flow to fund debt repayment, acquisitions, and increase
Management to	•	dividend coverage
Support Scaled Platform(5)	Internally managed peers trade at a 14.3x 2023E AFFO multiple compared to 7.1x for externally managed net
		lease REITs(4)(7)

Source: FactSet. Note: Balance sheet and portfolio metrics as of March 31, 2023, unless otherwise noted. Market data as of May 23, 2023.

1. Based on total gross book value of real estate of the combined company.
2. % accretion based on estimated Q4'23 annualized AFFO per share, which gives effect to Merger and Internalization.
3. Estimated Q4'23 net debt to annualized adjusted EBITDA affected by the Merger and Internalization.
4. Internally managed peers include ADC, BNL, GTY, EPRT, FCPT, LXP, NNN, NTST, O, SRC, and WPC. Externally managed net lease REITs include GNL, GOOD, OPI, PINE, and RTL.
5. Please see Disclaimers at the front of this presentation for important information regarding as adjusted figures giving effect to the Merger and the Internalization. There can be no assurance that any of these projected synergies, value accretion estimates or combined future results of operations will be realized.
6. Please see Disclaimers at back of this presentation for a definition of all non-GAAP measures and a reconciliation to the Company's nearest GAAP measure.
7. Please see Disclaimers at the back of this presentation for a definition of AFFO. While we consider AFFO a useful indicator of our performance, we do not consider AFFO as an alternative to net income (loss) or as a measure of liquidity. Furthermore, other REITs may define AFFO differently than we do, including RTL. Projected AFFO per share data included in this presentation is for informational purposes only and should not be relied upon as indicative of future dividends or as a measure of future liquidity.

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