ANNUAL

REPORT

2022

Global Ports Holding PLC Annual Report 2022

Introduction

Global Ports Holding (‘GPH’) serves the needs of the world’s

cruise lines, ferries and megayachts through interests in a

strategically located network of cruise ports in 13 countries

and a commercial port in the Adriatic.

We offer our customers and their passengers leading levels of

service tailored to their needs, delivered with leading standards

of safety, security and performance worldwide. At the same

time, our ‘all stakeholder’ philosophy brings a mindful approach

to the development and promotion of our destinations.

Global Ports Holding PLC

is the world’s largest

independent cruise port

operator with an established

presence in the Caribbean,

Mediterranean and

Asia-Pacific regions

and a commercial port

in the Adriatic.

1Global Ports Holding PLC Annual Report 2022

Strategic report Financial statements Shareholder informationGovernance report

Read more in the Commercial

sector report on page 49

Our cruise business

Our commercial business

CONTENTS

Strategic report 1-63

2022 highlights 2

Where we operate 4

Chairman and CEO’s statement 6

Cruise business model 12

Commercial business model 14

Our strategy 16

Strategy in action 18

Key performance indicators 22

Risk report 24

CFO’s statement 34

Cruise industry report 40

Cruise port report 44

The commercial sector 49

Section 172 statement 50

Corporate responsibility 54

Governance report 64-118

Group background and structure 64

Chairman’s introduction 66

Board of Directors 68

Senior Executive Team 70

Corporate governance framework 72

Audit and Risk Committee report 80

Nomination Committee report 86

Remuneration Committee report 89

Directors’ report 111

Statement of Directors’ responsibilities 117

Financial statements 119-222

Independent auditor’s report 119

Consolidated statement of profit or loss

and other comprehensive income 126

Consolidated statement of financial position 127

Consolidated statement of changes in equity 128

Consolidated cash flow statement 130

Notes to the consolidated financial statements 131

Parent Company balance sheet 211

Parent Company statement

of changes in equity 212

Notes to the Parent Company

financial statements 213

Shareholder information 223-227

Glossary of alternative

performance measures (APM) 223

Company information 227

2 Global Ports Holding PLC Annual Report 2022

-9.7

30.1

30.6

39.5

-72.4

-29.7

-94.7

-44.5

79.3

128.4

26.8

40.3

1.2

12.9

2022

21%

79%

2021

35%

65%

For the most part, the Reporting Period for the year to the end of March 2022

remained a challenging period for the Company. The second half experienced

a pick-up in activity levels, which accelerated towards the end of the

Reporting Period, as cruising returned to the Caribbean in a meaningful

way and the industry prepared to return to significant cruising levels in the

Mediterranean over summer 2022. In the first half of the Reporting Period,

the cruise industry remained effectively shut down, with only a small number

of ships sailing.

We made further progress on delivering our strategic goal to grow the

number of cruise ports, signing agreements for Taranto Cruise Port, Italy,

Kalundborg Cruise Port, Denmark and Crotone Cruise Port, Italy.

Revenue

(USD million) +61.7%

128.4

Segmental EBITDA margin

(Cruise)*

30.1%

Operating loss

(USD million)

-29.7

Adjusted revenue breakdown

(%)

Adjusted revenue*

(USD million) +50.5%

40.3

Segmental EBITDA*

(USD million) +1,020%

12.9

Segmental EBITDA margin

(Commercial)*

39.5%

Loss after tax

(USD million)

-44.5

2022 15 month period ended March 2021

Cruise Commercial

* Please refer to the Glossary of Alternative Performance Measurements on page 223 for the

definition of these terms.

Strategic report

2022 highlights

3Global Ports Holding PLC Annual Report 2022

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Group highlights

• The first half of the Reporting

Period, in particular, remained

challenging, with widespread travel

restrictions and Covid-19 protocols

meaning that cruise activity

remained significantly below

pre-pandemic levels.

• In the second half of the Reporting

Period, the recovery in the cruise

industry accelerated, with GPH’s

passenger volumes in the final

quarter reaching 48% of pre-

pandemic volumes.

• Adjusted revenue, which excludes

IFRIC 12 construction revenue, was

USD 40.3 million for the 12 months

to 31 March 2022, compared with

USD 26.8 million in the prior

Reporting Period (15 months ended

31 March 2021). Total revenue was

USD 128.4 million for the 12 months

to March 2022, compared with

USD79.4 million.

• Adjusted EBITDA of USD 7.0 million

compared with USD -6.7 million and

loss before tax of USD 43.9 million

compared with USD 122.7 million.

Underlying loss for the period was

USD 18.0 million.

• During the year, GPH signed a

five-year, senior secured loan

agreement for up to USD 261.3

million with Sixth Street, a leading

global investment firm. As well as

enabling the early repayment of

the USD 250 million 8.125% senior

secured November 2021 Eurobond,

the agreement’s growth facility

will be key to the continued success

of our growth strategy.

Cruise highlights

• Passenger volumes of consolidated

and managed portfolio ports of

2.4million were up significantly on

the 50,000 passengers reported

for the 12 months to March 2021.

Our Caribbean ports’ strong

performance in the second half

of the Reporting Period drove

this increase.

• Our investment programme in

Nassau continued, with USD

89.6million invested. The marine

construction works are now

expected to complete in the first

half of the 2023 Reporting Period

and the new arrival terminal is

scheduled to be open before the

end of 2023 Reporting Period.

• We continued to deliver on our

strategic ambition to grow the

number of cruise ports in the

portfolio. We signed agreements

for Taranto Cruise Port, Italy,

Kalundborg Cruise Port, Denmark,

and Crotone Cruise Port, Italy.

• After year-end, we signed concession

agreements for Tarragona Cruise

Port, Spain, began cruise operations

began at Vigo Cruise Port, Spain

and agreed terms for a 40-year

concession for Las Palmas de Gran

Canaria, Canary Islands.

Commercial highlights

• Container volumes fell by 13%,

while General Cargo volumes rose

by 434%, driven by strong volumes

in certain low margin items.

• Port of Adria reported revenue

of USD 8.6 million and EBITDA of

USD3.4 million, up by 19.0% despite

the shorter Reporting Period.

Current trading and outlook

• The outlook for the cruise industry

continues to improve.

• The world’s major cruise lines

expect to have returned their entire

fleets to sailing during the 2022

summer cruise season.

• Occupancy rates, which have

remained low at the start of the

2022 cruise season, are expected

to build towards pre-Covid 19 levels

by the end of the 2023 Reporting

Period.

• Looking beyond the next 12 months,

the cruise ship order book remains

strong and implies continued

growth in the industry’s capacity

for many years to come, while

demand for cruising is expected

to continue to grow.

• We remain confident of further

delivery of our inorganic growth

story in the years ahead.

2.4m

Passengers

A significant increase

in passengers handled

$40.3

Adjusted revenue (USD million)

rose 50.5% in the period,

reflecting the start of the recovery

Rise in cruise passengers

We welcomed 2.4 million cruise

passengers to our ports, a significant

increase in passenger volumes

year-on-year, albeit they will rise

much further in the year ahead as

we return to normal activity levels.

New ports added

We added three new cruise

ports to our network during the

Reporting Period.

Record port Investment

Another year of record investment

into transforming our ports,

with USD 89.6 million invested

in Nassau Cruise Port.

New cruise port operations

signed during the year

Nassau Antigua &

Barbuda

Ha Long

Singapore

Lisbon

Málaga

Barcelona

Cagliari

Valletta

Bodrum

Kuşadası

Zadar

Catania

Port of Adria

Venice

Bar

Goulette

Taranto

Kalundborg

Crotone

4 Global Ports Holding PLC Annual Report 2022

A TRU LY

GLOBAL

NETWORK

Where we operate

Global Ports Holding PLC is the world’s largest independent

cruise port operator, with an established presence in the

Caribbean, Mediterranean and Asia-Pacific regions and

a commercial port operation in the Adriatic.

A globally diversified cruise port

network, with operational and

management synergies

The first half of the 12 months to

March 2022 remained a challenging

period for GPH. While there was

significantly more cruise activity

in this period than the year before,

widespread travel restrictions and

Covid-19 protocols meant that

activity levels were significantly

below pre-pandemic levels.

In the second half of the Reporting

Period, the recovery in the cruise

industry accelerated, with GPH’s

passenger volumes reaching

48% of pre-pandemic volumes

in the fourth quarter, driven by

a strong performance from our

Caribbean ports.

We continued to deliver our

inorganic growth strategy,

adding Taranto Cruise Port, Italy,

Kalundborg Cruise Port, Denmark,

and Crotone Cruise Port, Italy, to

the network in the Reporting Period.

After the end of Reporting Period

we began cruise operations in Vigo

Cruise Port, Spain for the first time,

signed a concession agreement

for Tarragona Cruise Port, Italy

and agreed concession terms

for Las Palmas de Gran Canaria,

Canary Islands.

countries

we operate or invest in

20 ports worldwide

Nassau Antigua &

Barbuda

Ha Long

Singapore

Lisbon

Málaga

Barcelona

Cagliari

Valletta

Bodrum

Kuşadası

Zadar

Catania

Port of Adria

Venice

Bar

Goulette

Taranto

Kalundborg

Crotone

5Global Ports Holding PLC Annual Report 2022

Strategic report Financial statements Shareholder informationGovernance report

Cruise port

Commercial port

• Unrivalled size and reach: GPH

owns and operates the world’s

largest independent cruise port

network. Our presence and track

record in the Mediterranean

represents a barrier to entry

for aspiring competitors.

• Long-term revenues: The

concessions we operate are

long term in nature.

• Year-on-year organic expansion:

While Covid-19 has had a material

adverse impact on the cruise

industry, activity levels across the

industry are expected to recover

quickly to pre-Covid 19 levels

and then resume their long term

growth trajectory. The number

of cruise ships continues to grow

and the ships are getting larger,

leading to increased demand for

new and comprehensive port

infrastructure and services.

• Scope for ancillary revenues:

Our network has significant

opportunities to grow ancillary

services as we expand our

port network and invest in our

current facilities.

• A single, effective Group: Our

unified approach opens up

operational synergies, global

standards and best-practice

sharing across our network.

• Flexible business model: Our

business model is inherently

flexible. The majority of our costs

rise and fall with cruise ship and

cruise passenger volume.

• Strong cash-generative business

model: Covid-19 aside, our

business model requires low or

negative working capital and

requires limited maintenance

Capex, ensuring strong cash

conversion.

• A demonstrable market leader:

We have a proven and dynamic

management team, with deep

experience in port investments,

operations, business turnarounds,

and marketing.

Port network

The map shows the location of each

port that GPH operates or invests

in as of 31 March 2022. Please see

the individual port reports on

pages 44 to 48 for more information

on each.

6 Global Ports Holding PLC Annual Report 2022

Chairman and CEO’s statement

THE CRUISE INDUSTRY

RECOVERY IS WELL

UNDERWAY

Over the last year, we successfully navigated

through the continued impact of Covid-19 and

I believe we have emerged from the pandemic

in a stronger position to welcome the return to

normal cruise operations across our network and

continue to grow our port network successfully.

The Reporting Period remained a challenging

one for the Group. However, as the second half

progressed, the widespread easing of travel

restrictions led to a significant increase in activity

across the cruise industry.

The first half of the Reporting Period

was characterised by continued

travel restrictions and limited cruise

activity, albeit higher than the

year before.

An increase in activity occurred

towards the end of the normal

Mediterranean cruise season in

summer 2021. Therefore, our ports

in this region experienced a welcome

pick-up in activity ahead of their

normal seasonal reduction in

cruise activity.

In the Caribbean, the easing of

travel restrictions coincided with the

start of the main Caribbean cruise

season. As a result, our ports in the

Caribbean experienced a significant

and sustained recovery in volumes,

a trend that strengthened as the

second half progressed.

Our flexible business model, which

helped us navigate the challenges

of the pandemic and the associated

extensive travel restrictions, is now

working in reverse as we scale up

our operations for the return

of cruising.

7Global Ports Holding PLC Annual Report 2022

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As we emerge from the crisis, I believe

our business has never been as strong

and I look forward to GPH reaching

new milestones and records in the

years ahead.

Mehmet Kutman, Executive Chairman, CEO and Co-Founder

a six-year extension option,

for Tarragona Cruise Port, Spain,

and through a 50/50 joint venture

with local partners, we started

non-exclusive cruise port operations

at Vigo Cruise Port, Spain, under a

concession agreement that currently

runs until the end of 2024.

In July 2022, our 80/20 venture

with a local partner agreed terms for

a 40-year concession for Las Palmas

de Gran Canaria, Canary Islands.

This agreement followed the award

of preferred bidder status to GPH

in November 2021 for three cruise

ports in the Canary Islands. We

currently expect agreements to be

signed for the three ports shortly,

with operations commencing at all

three ports in calendar Q4 2022.

The sun never sets

The sun no longer sets on our cruise

port network. When GPH listed

on the London Stock Exchange five

years ago, we had 13 cruise ports in

eight countries and welcomed over

7.0 million passengers per annum

at our consolidated, managed

and equity accounted cruise ports.

By the end of the Reporting Period,

this increased to 19 cruise ports and

has now increased to 22 cruise ports.

Based on pre-pandemic 2019

passenger volumes at each port,

of our current cruise network of

22 ports, annual passenger volumes

will rise to 10.0 million for our

consolidated and managed ports

when the industry fully recovers.

Intotal, including equity accounted

ports, annual passenger volumes

would be 14.0 million.

To deliver this level of growth under

any circumstances is an achievement

to be proud of, but doing so under

the cloud of the Covid-19 pandemic

is an incredible achievement by our

team. I am incredibly grateful for

their continued hard work and

dedication to the successful delivery

of our strategy.

The growth we have delivered is

not just about adding new ports.

We now have a more balanced

cruise business in terms of regional

exposure and seasonality, with

cruise ports in the East and West

Mediterranean, Northern Europe,

the Canary Islands, the Caribbean

and Asia.

In 2017, the lion’s share of our

cruise activity was centred in

the Mediterranean, with 88%

of the passenger volume at our

consolidated and managed cruise

ports being generated in the

Mediterranean, meaning the majority

of our revenue was generated

between May and October each year.

As a result of the growth in our

network, as at 20 July 2022, based

on 2019 pro-forma* passenger

volumes at each port, GPH passenger

volumes have increased to over

14million, with the Mediterranean

now representing 50% of the

passenger volume at our

Growth strategy

In last year’s annual report, I talked

about how I was excited by our

pipeline of opportunities to grow the

business and how our partnership

with Sixth Street provided us with

the financial flexibility to support

our ambitions to be the cruise port

operator of choice for leading cruise

port stakeholders all over the world.

I am therefore very pleased to

report that, despite the continued

challenges of the Covid-19

pandemic, we have continued

to grow our network successfully.

We added three new ports to

our network during the Reporting

Period. Furthermore, shortly after

the end of the Reporting Period

we added a further three new cruise

ports to our network.

In April 2021, we signed a 20-year

concession agrement for Taranto

Cruise Port, Italy. In October 2021,

we added our first cruise port in

Northern Europe when we signed

a20-year lease agreement for

Kalundborg Cruise Port, Denmark,

marking a significant milestone

for GPH. This was followed by the

signing of a four-year renewable

concession for Crotone Cruise Port,

Italy, in March 2022. Offsetting

these additions, in December 2021,

Ravenna Cruise Port, which

accounted for less than 1% of our

cruise passenger volumes in

calendar year 2019, exited the

portfolio when the concession

agreement came to an end.

After the end of the Reporting

Period, we signed a 12-year

concession agreement, with

* Comparative information for the

major ports acquired during the

calendar year 2019 Antigua Cruise

Port and Nassau Cruise Port

represent 12 month volumes for the

full calendar year, not the pro-rata

period under GPH control.

8 Global Ports Holding PLC Annual Report 2022

Chairman and CEO’s statement continued

consolidated and managed cruise

ports, while the Caribbean represents

33% and GPH has now entered the

Northern European and Canary

Island markets for the first time.

The addition of these new ports

not only reduces our reliance on

any one cruise market, they also

remove seasonality from our

cruise operations.

Cruise port investment

At the beginning of the Reporting

Period, we launched a tender offer

for up to USD 75 million of the

USD250 million Eurobond issued

by Global Liman, the 100% owned

subsidiary of GPH, subsequently

accepting tenders totalling USD 44.7

million at a discounted rate of 89.9%.

In May 2021, we entered a five-year,

USD 261.3 million senior secured loan

agreement with the international

investment firm Sixth Street. In July

2021, proceeds from this loan facility

were used to repay the outstanding

amount of the Eurobond.

Importantly, this agreement

provides us with additional funding

to support our plans to grow our

cruise port network. Our cruise port

investments often require financing

and despite the impact of the

pandemic on industry activity

levels, we have continued to access

financing when necessary.

During the period, Nassau Cruise

Port successfully raised USD 110

million in non-recourse financing

from US-based investors in three

tranches from June 2021 to

November 2021.

The work to transform Nassau Cruise

Port continued during the year,

with USD 89.6 million CAPEX spent

on the marine works and the start

of work on the landside.

The work scheduled to be carried

out over the next 12 months will

bring to life the vision we had for the

transformation of this cruise port.

Once we complete this exciting

project, I believe it will showcase to

global cruise industry stakeholders

our capabilities to transform an

important cruise port into an iconic

cruise port destination.

Cruise operations

The cruise industry finally came

out of hibernation in the Reporting

Period. However, it was not until the

second half of the Reporting Period

that a sustained increase in activity

levels was experienced across the

cruise industry.

With ongoing and frequently

changing travel restrictions in

many countries, the first half of the

Reporting Period was characterised

by a relatively small number of ships

sailing limited itineraries.

GPH welcomed 563 thousand

passengers in the first half of the

Reporting Period, a sizable increase

from the comparable period but

significantly below pre-pandemic

levels.

In the second half of the Reporting

Period, as travel restrictions began

to ease more broadly, activity levels

increased across the industry. At this

time, GPH experienced increased

activity levels in the important

Mediterranean market, before

the activity levels reduced as the

industry in this region wound down

for the winter. In Asia, activity levels

remained low, with many countries

remaining closed to tourism or

operating limited cruises or cruises

to nowhere rather than normal

itineraries.

As travel restrictions eased, activity

levels in the important Caribbean

market increased sharply. In the

fourth quarter of the Reporting

Period, Nassau welcomed 333 cruise

ship calls, a 5% increase from the

316calls in the same period of 2019.

In total for the second half of the

Reporting Period, GPH welcomed

1.8million passengers, a significant

increase compared with the first half

and the 2021 Reporting Period.

Throughout the Reporting Period,

occupancy rates on cruise ships

remained significantly below normal

levels. These lower occupancy rates

were the result of a number of factors,

including shorter booking windows

as the industry restarts, uncertainty

around travel restrictions, passengers

failing pre-boarding Covid-19 tests,

on-board Covid-19 measures and

staffing issues.

The industry had expected

occupancy rates to rise steadily

through the second half of the

Reporting Period. However,

unfortunately, the emergence of

the Omicron variant negatively

impacted occupancy rates at the

start of the fourth quarter. However,

this impact has proven temporary,

with occupancy levels rising strongly

in February and March 2022.

Cost focus

When the cruise industry shut

down in 2020 due to the pandemic,

GPH moved quickly to reduce costs.

A combination of our flexible

business model and cost-cutting

measures helped to support and

sustain the business through

the pandemic.

Geographic breakdown of GPH cruise ports in 2017 and 2023

2017 2023

No. Ports % PAX No. Ports PAX

Med 12 88% 14 50%

Northern Europe 0 0 1 0%

Caribbean 0 0 2 33%

Canary Islands 0 0 1 5%

Asia 1 12% 2 12%

Total Cruise Ports 13 22

9Global Ports Holding PLC Annual Report 2022

Strategic report Financial statements Shareholder informationGovernance report

Our purpose is to be a key enabler of cruise tourism

in our destinations for the benefit of all stakeholders.

Best operating

model

To create the best

operating model for

ports, and continuously

improve by learning

from each other

and integrating

best practices across

our facilities.

Best partner/

service provider

To be the best partner

to cruise lines, local

governments, B2B

partners and suppliers,

and our localities.

Best customer

experience

To provide the best

customer experience

at our cruise ports.

Best expansion

capabilities

To achieve the best

M&A and induction

capability in the sector,

and the best value

creation programme

for local stakeholders.

Leadership and

professionalism

We support clear

direction, fairness,

motivation, inclusive

leadership, and cultivation

of a high-performance

environment.

Teamwork and

collaboration

We promote a learning

culture where we

encourage each other

to maximise and expand

our capabilities.

Getting it done

We practice

successful execution,

resourcefulness,

initiative, corporate

entrepreneurship

and ownership.

Integrity

We operate with

honesty, transparency

and open

communication.

OUR MISSION

OUR VALUES

Naturally, many of these costs will

return as our cruise operations ramp

up. However, our experience through

the pandemic has taught us that

we cannot rely on a steady revenue

stream each year from a continuously

growing industry and we are now

more alert to the structure and size

of our cost base at all times.

Commercial operations

Port of Adria delivered revenue

of USD8.6 million and EBITDA of

USD3.4 million for the 12 months

ended March 2022, an increase

of 19.0% compared to the 2021

Reporting Period, despite the shorter

2022 Reporting Period. Of particular

note was the strength of General

cargo volumes, which were driven

by high volumes in certain low

margin cargo items.

Aborted takeover bid

On 15 June 2022 GPH confirmed

that it had received an approach

regarding a potential cash offer for

all of the shares in the Company by

SAS Shipping Agencies Services Sarl

(SAS), a wholly owned subsidiary

of MSC Mediterranean Shipping

Company. On 12 July 2022, GPH’s

Board of Directors announced that

it had terminated these talks and

SAS confirmed that it did not intend

to make an offer for GPH.

GPH’s Board of Directors remain

confident in GPH’s strategic direction

as an independent port operator with

open access cruise port concessions

and arm’s length treatment of

berthing rights for all its customers.

The Board of Global Ports Holding

continues to consider its options

regarding Port of Adria, including

its potential sale.

Board and management

Shortly after year-end, we

announced that Emre Sayin, Chief

Executive Officer, was stepping

down from his role to pursue new

business opportunities. Emre joined

the Global Ports Holding Group in

2016 as CEO and led the Company

through its IPO and admission to

the London Stock Exchange the

following year. Emre left the Group

in May 2022. I want to thank Emre

on behalf of the Board of Directors

for his commitment and leadership

throughout his tenure at GPH and

I am grateful for his efforts to grow

and evolve the business and brand.

10 Global Ports Holding PLC Annual Report 2022

Chairman and CEO’s statement continued

The GPH board continues to be

focussed on delivery of our strategic

goals and long-term value creation,

that reflects the strategic strength

of GPH and its growing network

of cruise ports, for the benefit of

all shareholders

The future

Long term, the outlook for the cruise

industry continues to be positive.

The passenger capacity of the

industry is forecasted to grow

by 45% by 2027, from 2019 levels.

Driven by the 75 cruise ships

currently in the cruise ship order

book and due for delivery by 2027.

This growth in the number of ships

and the size of ships means that

many cruise ports will need to invest

in their infrastructure in order to be

able to accommodate the new ships.

There is no better example of this

type of investment than GPH’s

significant investments in Antigua

Cruise Port and Nassau Cruise Port.

Our strategic ambition to grow

the number of cruise ports in the

network remains a key focus for

the Board and management. Despite

the unprecedented nature of the

Covid-19 crisis and its significant

impact on our business, we have

continued to grow the number

of cruise ports in our network.

Since the onset of the crisis,

we have added seven new cruise

ports to the portfolio and disclosed

details of a further three cruise ports

expected to be added to shortly.

This would be considered a

significant achievement in any period.

This success stands as a

testament to the strength of our

operational capabilities and the

appeal of our global expertise and

operating model to a fragmented

global growth industry.

In the near term, with the major

cruise lines reporting strong booking

patterns in March and April 2022,

OUR MILESTONES

• GPH established

(commenced

operations in

Ege Port, Kuşadası,

in 2003).

2004

• Acquired a 40%

stake in Port Akdeniz,

Antalya.

2006

• Acquired a 60%

stake in Bodrum

Cruise Port.

2008

• Acquired the

remaining

stake in Port

Akdeniz, Antalya

(59.8%).

2010

• Acquired a minority stake

in Creuers (Barcelona,

Málaga and Singapore

Cruise Ports).

• Won a tender for a 62%

stake in Adria-Bar

Commercial Port.

• Acquired a

55.6% stake in

Valletta Cruise

Port.

2013 2015

• Acquired the remaining

stake in Creuers (GPH stake

62%).

• Signed a concession

agreement for Lisbon

Cruise Terminals (GPH’s

effective stake: 46%).

2014

Strategic report Financial statements Shareholder informationGovernance report

11Global Ports Holding PLC Annual Report 2022

travel restrictions continuing to ease,

the global cruise fleet returning

to the sea and occupancy rates

expected to return to pre-Covid 19

levels by the end of the 2023

Reporting Period. The outlook for

the year to March 2023 and beyond

is positive.

Mehmet Kutman

Executive Chairman, CEO and

Co-Founder

• Acquired an effective 11.2%

stake in Venice Cruise Port as

part of a strong consortium

together with Costa Crociere,

MSC Cruises and Royal

Caribbean Cruises.

• Acquired a 53.7% indirect

stake in Ravenna Cruise Port.

• Acquired a 62.2% indirect

stake in Catania Cruise Port.

• Acquired a 70.9% indirect

stake in Cagliari Cruise Port.

2016

• Global Ports

Holding PLC made

its debut on the

London Stock

Exchange.

• Signed a concession agreement

for Nassau Cruise Port, Bahamas.

• Signed a concession agreement

for Antigua Cruise Port.

• Acquired a 50% stake in La

Goulette Cruise Port, Tunisia.

• Awarded a management

services agreement for

Ha Long Bay, Vietnam.

• Singapore Cruise Port

(24.8% stake) concession

extended until 2027.

• Sold Port Akdeniz, effectively

becoming a pure-play cruise

port operator.

• Signed a concession

agreement to manage Taranto

Cruise Port, Italy.

• Signed a concession

agreement for Kalundborg

Cruise Port, Denmark.

• Signed a concession

agreement for Crotone

Cruise Port, Italy.

• Signed a concession

agreement for Tarragona

Cruise Port, Spain.

• Began cruise operations

at Vigo Cruise Port, Spain.

• Agreed concession terms for

Las Palmas de Gran Canaria

Cruise Port, Canary Islands.

2017

2019 2022

• Signed a

concession

agreement for

Zadar Gaženica

Cruise Port,

Croatia.

• Reported

record revenue

and Adjusted

EBITDA.

2018

Our 2023 reporting period

• To successfully welcome the

return of normal cruise operations

at all our cruise ports.

• To complete our investment

into Nassau Cruise Port.

• Successfully reach financial

close on recently signed major

concession agreements.

• To successfully on-board the

cruise ports recently added

to our network.

• Deliver at least four new cruise

port investments or management

agreements.

2021

12 Global Ports Holding PLC Annual Report 2022

WHAT WE DO

KEY INPUTS & DRIVERS

We consider our cruise revenue

based on two defined segments:

1. Cruise services revenue: revenue mainly

derived from handling cruise ships and

their passengers and crew through

terminal and marine services.

These revenues are generated primarily

through per passenger charges for

a range of core services at each port.

Examples of core port services:

• Landing fees;

• Security fees; and

• Luggage handling fees.

2. Ancillary services: revenue from

a portfolio of additional services

offered at each port:

• Port services;

• Destination services; and

• Area management.

This breakdown focuses the type of

service more closely to where we provide

them at our ports. All three of these

key ancillary services areas provide

a portfolio of services, each differing

according to the terms of each port

agreement and the physical layout of

the port. The focus is on providing the

most efficient, flexible and value-adding

services at each port.

We provide our services direct to cruise lines,

passengers, cruise ships and crew, as well as

working with destination stakeholders such

as retailers, office tenants and third-party

service providers. We also serve ferries

and super- and mega yachts in some ports.

Cruise passenger volumes

The most important driver of our cruise operations is cruise passenger

volumes. They underpin most of our revenue and are the key to

successfully delivering organic growth. Passenger volumes are driven by

the number of calls at our ports, each ship’s capacity and occupancy rate.

Typically, cruise ships sail with occupancy levels of over 100%, which

provides good visibility on our business’s most important driver.

However, occupancy levels are currently materially below 100%.

As cruise activity recovers over the next year, occupancy levels are

expected to normalise. The long-term outlook for passenger volumes

continues to be supported by the rising number of cruise ships coming

to the market over the next decade.

Ancillary services

While terminal and marine services generate our core cruise revenue,

ancillary services are also central to our business model, improving

ports’ profitability through port services, area management services

and destination services.

Costs

Flexible costs are a vital component of our model and success. Our ports

always contend with monthly, weekly and daily changes in resourcing

needs. The majority of our costs rise and fall with volume, using third

parties and contractors to best match the ports’ staffing needs day-to-day.

Competitive advantage

Our cruise ports are located in some of the most enticing, must-see

destinations in the world. One cannot replicate the allure of these

destinations just anywhere. The waterfronts surrounding our ports

are nearly always largely developed and carefully protected, creating

a significant competitive advantage.

Our experience and know-how, coupled with our global operating

procedures, create a distinct competitive advantage compared to other

potential operators when it comes to new concessions and agreements.

Creating value and delivering for our customers and stakeholders

Our global operating procedures bring best practice to a port, learned

and honed from our experiences worldwide, in a way a singular port

would find hard to achieve.

We bring together local stakeholders with our local teams to create

a compelling identity for the port and visitors’ wider destination

experience. By addressing every stakeholder’s needs – passengers,

cruise lines, ports, regulators and destinations – we believe we create

a virtuous circle with benefits for all.

Size and scale

We are the world’s largest independent cruise

port operator. We have a proven track record

of transforming traditional cruise ports and

terminals into world-leading destinations and

delivering excellent customer experiences.

Due to our reputation as a leading and reliable

port operator, GPH is the natural partner for

cruise lines and local stakeholders.

Operational excellence

We excel at operating our ports and

running them professionally and safely.

We understand all stakeholders’ needs and

bring a mindful ‘all stakeholder’ approach to

developing destinations. This includes our

proprietary GPH security code and rigorous

health and safety procedures.

Modern infrastructure

We are significant investors in the physical

infrastructure of our cruise ports, with

state-of-the-art cruise terminals and modern

and energy-efficient equipment. We are

significant investors in optimisation

technology, including our proprietary

GPH security code and cloud-based port

operating systems.

Marketing and influential strength

Our local management teams leverage

our centralised marketing capability to

promote and present a superior branded

value proposition for our destinations and

all stakeholders as an integrated cruise

port network.

360° view

Our 360° view of the sector, and a sharp

focus on the overall guest journey, positions

us to develop services for even better

customer experiences at every GPH port.

Passengers

Our focus is to deliver a great experience at every port for every

passenger. We believe our focus on well-invested terminals,

complemented by the provision of a portfolio of ancillary services,

plays an important role in passenger satisfaction with both the

port and destination.

Cruise lines

Cruise lines are both our customers and our partners. Our focus on

global operating standards ensures a uniformity of the services and

service levels that a cruise line experiences at our ports. Our well-

invested facilities increase a destination’s attractiveness to their

passengers, and our ancillary services improve passenger satisfaction.

Staff and contractors

The safety of everyone who works at or passes through one of

our ports is our single most important priority. Our Health, Safety

& Environment (HSE) Policy, based on international standards, is

constantly reviewed and refined if necessary. Read more on page 55.

Government

Local and central governments are key stakeholders in our

ports. We work closely with them, often providing a significant

investment that ensures their cruise port’s future for decades ahead.

We drive economic growth in their local communities by attracting

rising passenger volumes and increasing passenger spend in

local economies.

Local communities and local stakeholders

While tourism brings vital income, employment, and multiplier

effects that flow outwards to local communities, we are also sensitive

to our local communities and stakeholders’ broader needs.

We work hard to ensure that passenger numbers benefit the local

economy without putting undue pressure on the local environment.

Our HSE Manual lays down recognised procedures for protecting

the environments in which we operate. Read more about our

Environmental policies on pages 54 to 59.

Our ports regularly engage with and work with their local communities

to raise funds and help local people and charities. You can read more

about our Corporate Responsibility on pages 54 to 63.

Our mission and our values

underpin our business

Read more on page 9

Cruise business model

OUR CRUISE

BUSINESS

13Global Ports Holding PLC Annual Report 2022

Strategic report Financial statements Shareholder informationGovernance report

OUR USPs

OUR STAKEHOLDERS

GPH’s cruise business model focuses on generating both organic and inorganic growth.

Our organic growth strategy focuses on increasing passenger volumes over the medium term

and utilising our portfolio of services to provide ancillary services to cruise lines and services

and goods directly to cruise passengers, thereby growing our revenue yield per PAX.

Our inorganic strategy focuses on expanding our network through either investment into

or management of carefully chosen cruise ports. We then enable them to reach their full

potential by harnessing our global best practice and experience to generate strong returns.