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DIV - Dividend of 12.5 agorot per share, record date 28.8.25, payment on 8.9.25

Company: G City Date: 2025-08-17 Language: English Register to download
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# G CITY LTD

#### G CITY LTD

Registration Number: 520033234

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T081 (Public) Sent via MAGNA: 17/08/2025 Israel Securities Authority Website: [www.isa.gov.il](http://#) Tel Aviv Stock Exchange Website: [www.tase.co.il](http://#) Reference: 2025-01-060873

## Immediate Report on Cash Dividend Distribution for Securities

Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 1970

- 1. We hereby report that on 14/08/2025 it was decided to pay a dividend.
- 2. The record date (ex-date): 28/08/2025

Payment date: 08/09/2025

- 3. Payment details:
- Dividend distributed from an Israeli resident company (for the composition of the dividend sources and tax rates, see section 7a)
- Dividend distributed by a Real Estate Investment Trust (for the composition of the dividend sources and tax rates, see section 7c)

| Eligible<br>Security<br>Number | Security<br>Name  | Dividend<br>Amount<br>per<br>Security | Dividend<br>Amount<br>Currency | Payment<br>Currency | Representative<br>Rate for<br>Payment Date | Individual<br>Tax % | Corporate<br>Tax % |
|--------------------------------|-------------------|---------------------------------------|--------------------------------|---------------------|--------------------------------------------|---------------------|--------------------|
| 126011                         | Ordinary<br>Share | 0.125                                 | NIS                            | NIS                 | _________                                  | 25                  | 0                  |

Dividend distributed from a foreign resident company (for tax rates, see section 7b)

Please specify the dividend amount to be paid with up to 7 decimal places when the dividend currency is NIS, and up to 5 decimal places if the dividend currency is another currency.

- 4. The total amount of dividend to be paid is: 24,210,123 NIS \_\_\_\_\_\_\_\_\_.
- 5. The balance of the corporation's profits as defined in section 302 of the Companies Law, 1999, after the distribution subject of this report is: 2,362,000,000 NIS \_\_\_\_\_\_\_\_\_.
- 6. Dividend distribution approval process:

Board of Directors' decision

The above distribution is not subject to court approval according to section 303 of the Companies Law: No

The final dividend amount per share is subject to changes due to \_\_\_\_\_\_\_\_\_.

The final dividend amount per share can be updated up to 2 trading days before the record date.

7. The withholding tax rates detailed below are for the purpose of withholding tax by stock exchange members.

## 7a. Composition of dividend sources distributed from an Israeli resident company from shares and financial instruments, excluding REIT funds.

|                                                                                                         | %<br>of<br>Dividend | Individuals | Companies | Foreign<br>Residents |
|---------------------------------------------------------------------------------------------------------|---------------------|-------------|-----------|----------------------|
| Taxable<br>income<br>for<br>corporate<br>tax<br>(1)                                                     | 100                 | 25%         | 0%        | 25%                  |
| Income<br>originating<br>abroad<br>(2)                                                                  | 0                   | 25%         | 23%       | 25%                  |
| Income<br>from<br>approved/preferred<br>enterprise<br>(3)                                               | 0                   | 15%         | 15%       | 15%                  |
| Income<br>from<br>Irish<br>privileged<br>enterprise<br>until<br>2013<br>(4)                             | 0                   | 15%         | 15%       | 4%                   |
| Income<br>from<br>Irish<br>privileged<br>enterprise<br>from<br>2014<br>(5)                              | 0                   | 20%         | 20%       | 4%                   |
| Preferred<br>income                                                                                     | 0                   | 20%         | 0%        | 20%                  |
| Income<br>from<br>approved<br>tourism/agricultural<br>enterprise<br>(6)                                 | 0                   | 20%         | 20%       | 20%                  |
| Income<br>from<br>approved/preferred<br>enterprise<br>that<br>submitted<br>a<br>waiver<br>notice<br>(7) | 0                   | 15%         | 0%        | 15%                  |
| classified<br>Distribution<br>as<br>capital<br>gain                                                     | 0                   | 25%         | 23%       | 0%                   |
| Distribution<br>by<br>Participating<br>unit                                                             | 0                   | 0           | 0         | 0                    |
| Other                                                                                                   | 0                   | 0           | 0         | 0                    |

## Explanation:

(1) Taxable income for corporate tax - income from profit distribution or dividend originating from income produced or accrued in Israel, received directly or indirectly from another entity subject to corporate tax.

(2) Income originating abroad is income produced or accrued abroad and not taxed in Israel.

(3) Including income from an approved tourism enterprise with a selection/operation year up to 2013.

(4) Irish privileged enterprise with a selection year up to 2013.

(5) Irish privileged enterprise with a selection year from 2014 onwards.

(6) Including income from an approved tourism enterprise with a selection/operation year from 2014 onwards.

(7) Approved or preferred enterprise that submitted a waiver notice by 30.6.2015, after corporate tax was deducted.

## 7b. Dividend distributed from a foreign resident company

|                                                                        | Individuals | Companies | Foreign<br>Residents |
|------------------------------------------------------------------------|-------------|-----------|----------------------|
| Dividend<br>distributed<br>from<br>a<br>foreign<br>resident<br>company | 25%         | 23%       | 0%                   |

## 7c. Dividend distributed by a Real Estate Investment Trust

|                                                                                     | %<br>of<br>Dividend | Individuals<br>(1) | Companies | Foreign<br>Resident<br>Companies | Exempt<br>Trust<br>Fund | Pension<br>Fund<br>(2) |
|-------------------------------------------------------------------------------------|---------------------|--------------------|-----------|----------------------------------|-------------------------|------------------------|
| From real<br>estate<br>appreciation,<br>capital gain,<br>and<br>depreciation<br>(3) | _________           | 25%                | 23%       | 23%                              | 0%                      | 0%                     |
| Other<br>taxable<br>income (e.g.,<br>rent)                                          | _________           | 47%                | 23%       | 23%                              | 23%                     | 0%                     |
| From income<br>producing<br>real estate<br>for rental<br>housing                    | _________           | 20%                | 20%       | 20%                              | 0%                      | 0%                     |
| Income taxed<br>by the fund<br>(4)                                                  | _________           | 25%                | 0%        | 25%                              | 0%                      | 0%                     |
| Extraordinary<br>income                                                             | _________           | 70%                | 70%       | 70%                              | 60%                     | 70%                    |
| Other                                                                               | _________           | _________          | _________ | _________                        | _________               | _________              |
| Weighted<br>withholding<br>tax rate                                                 | 100%                | _________          | _________ | _________                        | _________               | _________              |

#### Explanation:

(1) Individuals - including taxable trust fund income, foreign resident individuals.

(2) Pension fund for pension, provident, or compensation as defined in the Income Tax Ordinance, as well as a pension fund or foreign pension fund resident in a reciprocating country.

(3) From real estate appreciation or capital gain, except from the sale of real estate held for a short period, and from income in the amount of depreciation expenses.

(4) Distribution from income taxed by the fund according to section 64A4(e).

- 8. Number of the corporation's dormant securities not entitled to dividend payment and for which a waiver letter must be provided to receive the dividend payment: 6,857,085
- 9. Effect of the dividend distribution on convertible securities:
- The company has no convertible securities
- The dividend distribution has no effect on convertible securities
- The effect of the dividend distribution on convertible securities is as follows:

| Security<br>Name                                           | Security<br>Number | Remarks                                                                                                                                                                                                                                                                                                           |
|------------------------------------------------------------|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Unlisted<br>Warrants                                       | 1260579            | Other:<br>The<br>current<br>exercise<br>price<br>(the<br>original<br>exercise<br>price<br>after<br>adjustments<br>and<br>linkage<br>to<br>the<br>index)<br>will<br>be<br>reduced<br>by<br>the<br>dividend<br>per<br>share.                                                                                        |
| Unlisted<br>Warrants<br>(Subsidiary<br>CEO)                | 1200153            | Other:<br>No<br>adjustment<br>will<br>be<br>made<br>to<br>the<br>exercise<br>price<br>following<br>the<br>dividend<br>distribution.                                                                                                                                                                               |
| Restricted<br>Stock<br>Units                               | 1260587            | Other:<br>No<br>adjustment<br>will<br>be<br>made<br>to<br>the<br>exercise<br>price<br>following<br>the<br>dividend<br>distribution.                                                                                                                                                                               |
| G<br>CITY<br>LTD<br>Bond<br>Series<br>YZ                   | 1198142            | Other:<br>The<br>conversion<br>rate<br>will<br>be<br>multiplied<br>by<br>the<br>ratio<br>between<br>the<br>ex-dividend<br>base<br>price<br>and<br>the<br>closing<br>price<br>of<br>the<br>share<br>on<br>the<br>stock<br>exchange<br>on<br>the<br>last<br>trading<br>day<br>before<br>the<br>ex-dividend<br>date. |
| Restricted<br>Stock<br>Units<br>RSU<br>(Subsidiary<br>CEO) | 1200161            | Other:<br>No<br>adjustment<br>will<br>be<br>made<br>to<br>the<br>exercise<br>price<br>following<br>the<br>dividend<br>distribution.                                                                                                                                                                               |

10. Recommendations and decisions of the directors regarding the dividend distribution according to Regulation 37(a)(1) of the Securities Regulations (Periodic and Immediate Reports), 1970:

As stated above, the dividend distribution was approved by the company's Board of Directors at its meeting on August 14, 2025, during which the Board discussed, based on the company's financial statements as of June 30, 2025, and additional information (as detailed below) presented to it, as well as management's review, and examined the company's compliance with the distribution tests set forth in section 302 of the Companies Law, 1999 (hereinafter: "the Law"). Among other things, the Board examined the company's distributable profits, amounting to approximately NIS 2,386 million (after the dividend distribution subject of this report - NIS 2,362 million), the company's short-term and longterm liabilities, and the financing sources available to the company, including cash balances and approved credit lines, all as detailed in the company's reports. The Board was also presented with data on the projected cash flow of the company and its wholly owned subsidiaries ("expanded solo") until the end of 2028, as well as sensitivity analyses regarding the assumptions underlying the projected cash flow, including changes in the amount of receipts from the company's subsidiaries, changes in the scope of fundraising to be carried out by the company, etc. Based on the information presented to the Board, the Board determined that the company meets the distribution tests set forth in the Law. The Board believes that the dividend distribution does not prevent the company from meeting its existing and expected obligations as they become due, does not materially affect its financial condition, and does not impair its ability to meet existing financial covenants and requirements, and that the company has sufficient distributable profits. This distribution is consistent with the company's long-standing policy, adopted by the Board in 1998, whereby the company distributes dividends to its shareholders on a regular quarterly basis, in order to share its profits with its shareholders and provide them with a return on their investment in the company. The above is subject to the existence of sufficient distributable profits at the relevant times and subject to all applicable laws regarding dividend distribution and decisions the company may make, including regarding other uses for its profits and changes to this policy. On March 19, 2025, the Board decided to update the quarterly dividend policy for 2025 to 0.125 NIS per share. The above is subject to the existence of sufficient distributable profits at the relevant times and subject to all applicable laws regarding dividend distribution and decisions the company may make, including regarding other uses for its profits and changes to this policy. The decision subject of this report is the implementation of this multiyear policy. The company's assessments as stated above, and in particular its assessments regarding projected cash flow and expected obligations, are based on facts and data known to the company as of the date of approval of the distribution. In addition, the company's assessments are substantially based on the company's current expectations and estimates regarding future developments in each of the aforementioned parameters, and on their integration. The realization of the company's assessments as stated is not certain, as they are subject to external influences and future events whose occurrence is uncertain and not under the group's control.

#### Details of the authorized signatories on behalf of the corporation:

|   | Signatory<br>Name | Position                                                                      |
|---|-------------------|-------------------------------------------------------------------------------|
| 1 | Gil<br>Kotler     | CFO                                                                           |
| 2 | Revital<br>Kahlon | Other<br>(Deputy<br>CEO,<br>Legal<br>Advisor,<br>and<br>Company<br>Secretary) |

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: [Click](http://#) here.

### Previous reference numbers for documents on the subject (the mention does not constitute inclusion by reference):

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Form structure update date: 15/07/2025

Short name: G CITY LTD

Address: Aharon Becker 8, Tel Aviv 6964316 Phone: 03-6948000, Fax: 03-6961910

Email: [IRGG@gazitgroup.com](http://#) Company website: [www.gazitglobe.com](http://#)

Previous names of the reporting entity: Gazit-Globe Ltd., Gazit-Globe (1982) Ltd., Glob-Rit Investments Ltd.

Electronic reporter name: Klein Ben David Tal Position: Attorney/Legal Advisor Employer company name: Address: Aharon Becker 8, Tel Aviv 6964316 Phone: 03-6948000 Fax: 03- 6961910 Email: [tklein@G-City.com](http://#)