G City — M&A Activity 2026

Mar 9, 2026

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

March 9, 2026

G City Ltd. ("The Company")

To:

The Tel-Aviv Stock Exchange Ltd.

via MAGNA

To:

The Israel Securities Authority

via MAGNA

Dear Sir/Madam,

Subject: Tender offer for minority shares in the subsidiary Citycon Oyj ("CTY") - Preliminary Results

and Conference Call Details

Further to the Company's immediate reports regarding the execution of a mandatory tender offer for minority shareholders in the subsidiary Citycon Oyj $^1$ , whose shares are traded on the Helsinki Stock Exchange, Finland ("CTY" and "the Tender Offer", respectively), the Company is pleased to report that, according to the preliminary results received for the Tender Offer, shareholders holding approximately 49.9 million CTY shares, representing approximately $27.2\%$ of CTY's share capital, accepted the Tender Offer.

Based on such results, upon completion of the Tender Offer, the Company's holding rate in CTY (including through a wholly-owned subsidiary) is expected to stand at approximately $86.3\%$ of CTY's share capital.

Based on such preliminary results, the total consideration to be paid to CTY shareholders who accepted the Tender Offer is expected to be approximately EUR 190 million (approximately NIS 700 million). The consideration will be financed mainly from the Company's own resources (as detailed below), and approximately EUR 100 million from a dedicated credit line (out of a total amount of EUR 195 million) that the Company received from an Israeli bank.

$^1$ See the Company's immediate reports from November 3, 2025, December 2, 2025, December 31, 2025, January 13, 2026, January 15, 2026, and March 2, 2026 (Reference: 2025-02-083830, 2025-01-095462, 2025-01-105927, 2026-01-005587, 2026-01-006621, and 2026-01-018895 respectively), which are included herein by way of reference.

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

It should be noted that the total consideration the company is expected to pay in the tender offer, offset by the dividend declared by CTY on January 12, 2026 and March 1, 2026 (in the amount of EUR 0.2 per share and EUR 0.9 per share², respectively), which is expected to be received by the company, amounts to approximately EUR 26 million (approximately NIS 94 million) (hereinafter together: "Dividend Distributions"). It should also be noted that the dividend distribution in the amount of EUR 0.9 per share is subject to obtaining the approval of the general meeting of CTY, convened for March 23, 2026, by an ordinary majority, which the company announced it would support³. Since the company has the necessary majority to approve the dividend distribution, for the purposes of this report, the company assumes the receipt of the dividend funds.

CTY shares purchased as part of the tender offer are at a consideration reflecting a discount of approximately 54% on CTY's EPRA NRV as of December 31, 2025.

Below are the expected effects of the tender offer results (as known at the time of this report) on the company's financial metrics, based on the company's expected financial results as of December 31, 2025 (as published by it in a preliminary financial report on February 24 and March 2, 2026)⁴, as well as on the dividend distributions detailed above:

• Addition to the company's equity of approximately NIS 638 million and to the equity per share of approximately 3.56.
• The company's leverage ratio (on an extended solo basis) is expected to decrease by approximately 2.1%.
• The company's leverage ratio (on a consolidated basis) is expected to increase by approximately 2.7%.
• Expected addition to the FFO for 2026 of approximately NIS 38 million (NIS 0.21 per share), reflecting an annual addition of approximately NIS 49 million.

CTY is the owner, developer, and manager of supermarket-anchored urban shopping centers in major cities in Finland, Norway, Sweden, Denmark, and Estonia. As of December 31, 2025, it owns 28 assets worth approximately EUR 3.8 billion with a built-up area for lease of approximately 1 million square meters. For a description of CTY's activities, see CTY's financial statements as of December 31, 2025, as published by the company on February 27, 2026⁵.

Investor Call Details

Further to the above, the company is pleased to announce that today, Monday, March 9, 2026, at 9:30 AM, an investor call will be held via the ZOOM application with the participation of the company's management to present CTY and the results of the tender offer.

To join the call:

https://us02web.zoom.us/webinar/register/WN_BsDSvM9zTfC6j8cWBUcgBA

Webinar ID: 872 1262 4934

After the conclusion of the conference call, its recording will be available for listening on the company's website at the following link:

https://www.G-City.com

2 In respect of the dividend in the amount of EUR 0.2 per share, a price adjustment was made in the tender offer, as detailed in the company's report dated January 13, 2026 (Reference: 2026-01-005587).

3 As detailed in the company's immediate report dated March 2, 2026 (Reference: 2026-01-018895).

4 Reference Nos. 2026-01-017163 and 2026-01-018907, respectively. As of the date of this report, the company does not anticipate any material change in the results published by it in the preliminary report.

5 See the company's immediate report dated February 27, 2026 (Reference: 2026-01-018530).

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

The conference call will be accompanied by a presentation published concurrently with this report and which will be published on the Company's website near the time of the conference call at www.G-City.com as well as in the Company's ongoing reports.

The conference call does not constitute a substitute for reviewing the financial reports and the immediate reports of the Company, in which the full information is included, including any forward-looking information included therein in accordance with the provisions of Section 32A of the Securities Law, 5728 - 1968.

It is clarified that the results of the tender offer detailed above are preliminary results as received from the tender offer coordinator, which are subject to changes, and the Company will again publish the final results of the tender offer upon their receipt from the tender offer coordinator. Furthermore, it is clarified that the Company's assessments regarding the effects of the tender offer on the financial data detailed above are forward-looking information as defined in the Securities Law, 5728 - 1968, based on an estimate of the Company's financial results as of December 31, 2025, as published by it within the framework of the preliminary financial report⁴ as well as on the financial results of CTY as of December 31, 2025 and including dividend distributions (including the expected dividend distribution subject to receiving the approval of the general meeting of CTY), as they are as of this date, and are also materially based on the expectations and assessments of the Company, among other things, regarding macroeconomic and other developments.

Sincerely,

G-City Ltd.

By: Chaim Katzman, Vice Chairman of the Board and CEO of the Company

Gil Kotler, CFO

3/9/2026 | 7:15:13 AM