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G City Ltd
G CITY LTD
Number in the register: 520033234
-
To: Israel Securities Authority	To: Tel-Aviv Stock Exchange Ltd.	T460 (Public)	Transmitted via MAGNA:	30/05/2026
www.isa.gov.il	www.tase.co.il		Reference number:	2026-01-050995

The corporation will schedule the report for publication on 31/05/2026 08:30

Immediate report on meeting

Regulation 36B(a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports), 1970

Explanation: If one of the items on the agenda of the meeting is approval of a transaction with a controlling shareholder or approval of an extraordinary offer, there is no need to report on form T138 in parallel.

Is there a possibility to vote by means of the electronic voting system: Yes

Note: The choice in this field is only for foreign corporations (not registered in Israel), and for corporations whose securities are not listed for trading. Use of the voting system will obligate the corporation to process all votes received in this system.

Link to the voting system website where it is possible to vote: The voting system

Explanation: Entitled parties who are permitted to vote in the system will receive the access details to the system from the TASE members.

The corporation announces: Postponement of meeting

Note: In the event of a change in the date of the meeting (postponement or advancement) select "Postponement of meeting" or "Postponement by court" or "Postponement to an unknown date".

The reference number of the last notice of the meeting is 2026-01-039655, which was convened for the date 03/06/2026

Reason for postponement or cancellation: Other In order to allow the Company to exhaust discussions with the shareholders regarding item 1 on the agenda (the compensation policy).

Explanation: Reference should be made to the reference number of the last notice of convening or postponement of the meeting

Type of security Share

Name of the entitled security: G City

The TASE security number that entitles the holder to participate in the meeting 126011

Record date for entitlement to participate and vote at the meeting: 04/05/2026

Explanation: If a meeting is required for more than one security, form T460 must be reported separately for each additional security. Reports in which additional security numbers are indicated will require sending a correcting report.

On the date: 30/05/2026

It was decided on Postponement of meetingOtherSpecial meeting,

which will be convened on Wed. on the date: 24/06/2026 at: 15:00

At the address: At the Company offices at 8 Aharon Becker Street, Tel Aviv

Agenda:

Explanation: Numbering of the items on the agenda will be according to their order of appearance in the meeting convening report if attached as a file.

Items/resolutions to be raised at the meeting:

The subject / resolution and its details:

Subject: Approval of compensation policy for officers: On August 7, 2023, the Company's general meeting approved the compensation policy for the Company's officers (excluding the controlling shareholder of the Company or his relative), which was determined in accordance with section 267A of the Companies Law, for a period of three years (the "Previous Compensation Policy"). In accordance with the provisions of the Companies Law, the Previous Compensation Policy will expire on August 6, 2026 and accordingly, on April 28, 2026 the Company's Board of Directors approved and recommended that the general meeting approve, in accordance with and following the discussions of the Compensation Committee at its meetings on March 25, 2026 and April 27, 2026, a new compensation policy for the Company's officers, in the wording attached as Appendix A to this report (the "Proposed Compensation Policy"), which will enter into effect as of August 6, 2026. As part of the meetings of the Compensation Committee and the Board of Directors that discussed the formulation of the Proposed Compensation Policy, data was presented which assisted in its formulation, including: (1) the terms of the Previous Compensation Policy; (2) the current compensation terms of the Company's officers; (3) the current ratio between the various compensation components of the Company's officers; (4) the ratio between the compensation terms of the Company's officers and the wages of the other Company employees, including the ratio to the average wage and to the median wage of the Company employees; and (5) a comparative examination of the main clauses of the compensation policy in relation to peer companies ("Policy Benchmark") which was prepared at the request of the Compensation Committee by EY Parthenon. In its discussions and in formulating its recommendations regarding the Proposed Compensation Policy, the Compensation Committee acted as required by Amendment 20 to the Companies Law. Similar to the Previous Compensation Policy, the Proposed Compensation Policy will also apply to the compensation terms of all the Company's officers, including the Company's directors, except for officers who are the controlling shareholder or his relatives. In the Proposed Compensation Policy, changes and adjustments were made in several aspects reflecting the knowledge and experience accumulated by the Company in relation to the current compensation policy and its implementation over the past three years, as well as the knowledge and common practices accumulated in the market; inter alia, changes were made with respect to updating the cap ceilings; annual bonuses; long-term equity compensation; holding of securities of the Company by officers; and directors' remuneration. For further details regarding the Proposed Compensation Policy, see section 1 of the meeting convening report. The proposed resolution: To approve the Proposed Compensation Policy in the wording attached as Appendix A to the meeting convening report, for a period of three years, commencing on August 6, 2026.

Approval of compensation policy pursuant to section 267A(a) of the Companies Law

Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here

Gender: __

Attention: This field can be filled only when the resolution is for the appointment of an external director.

There is no obligation to indicate gender.

Type and identification number

Explanation: For resolutions relating to the term of office of a director it is required to enter the director's identification number

Type and identification number

Explanation: In a transaction with a controlling shareholder which does not fit any field in the table of legal sections, select the field "Declaration: there is no suitable field for classification" and choose "Yes" transaction with a controlling shareholder.

Only in the case of a bonds meeting or if it is not a transaction with a controlling shareholder, and a suitable field is not found in the table, it is necessary to explain and detail the relevant legal sections under which the resolution is required.

Does the item require disclosure of an affiliation or other characteristic of the voting shareholder: __

Attention: These values may only be selected if "Declaration: there is no suitable field for classification" was marked in the previous table and it is not a transaction between the Company and its controlling shareholder.

In the case of a bonds meeting

It was decided on the existence of another interest: __

Details of the other interest

Attention: The details of the other interest determine the wording of the declaration to be included in the internet voting system. One must formulate a question whose answer is in the form of "Yes"/"No". The question will appear in the voting system adjacent to the resolution on the agenda and the voter will have the choice between "Yes"/"No" and the possibility to add details if the answer is "Yes".

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting pursuant to section 350):

Attention: This field determines the wording of the requirement for additional details to be included in the internet voting system. The voter will have the option to add the details in a free-text field.

Correction of disclosure
Minor change or one that only benefits the Company compared to the wording of the resolution specified in the last report
Removed from the agenda
The item was discussed at a previous meeting
Change of item / addition of a new item to the agenda by court order Change of item / addition of a new item to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000
Addition of a new item to the agenda after the record date due to a technical error, as detailed:

Explanation: After the record date, an amendment may not be made to the resolution except for an amendment in the terms of the transaction that improves the Company's position or a minor change. Likewise, after the record date it is not possible to add new items to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.

The resolution on the agenda is brought to a vote

Type of majority required for approval Not an ordinary majority

In addition to the ordinary majority, one of the following two conditions will be met: A. In the count of the majority votes at the general meeting, there will be included a majority of all the votes of the shareholders who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the compensation policy, participating in the vote (in the count of all the votes of the aforesaid shareholders, abstentions shall not be taken into account); B. The total opposing votes among the shareholders referred to in subparagraph A above shall not exceed two percent of all the voting rights in the Company.

Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No

The subject / resolution and its details:

Subject: Approval of the terms of office and employment of Mr. Zvi Gordon, serving as CEO of Gazit Horizons: Mr. Gordon has been employed in the group since 2015 and since March 2023 has served as CEO of Gazit Horizons Inc. and is responsible for the ongoing management of Gazit Horizons Inc. and its assets. In parallel, Mr. Gordon serves as an active director in group subsidiaries without additional compensation. Mr. Gordon holds a Master's degree in Business Administration from MIT Sloan School of Management, specializing in Finance and Real Estate, and is a graduate of the State University of New York, Binghamton University. On March 25, April 27 and April 28, 2026, the Audit and Compensation Committee and the Company's Board of Directors approved and recommended that the Company's general meeting approve the compensation terms of the CEO of Gazit Horizons Inc., Mr. Zvi Gordon, the son-in-law of Mr. Haim Katzman, the Company's CEO and its controlling shareholder, which will be in effect for a period of three years, effective as of March 15, 2026 (the date of expiry of the previous general meeting approval of Mr. Gordon's compensation terms). For further details see section 2 of the meeting convening report. To approve the terms of office and employment of Mr. Zvi Gordon, which include, inter alia, an annual base salary equal to USD 500,000, social and related benefits, an annual bonus of up to USD 500,000 per year, equity compensation in the form of warrants and restricted stock units (RSUs) in an amount reflecting an annual cost to the Company of USD 250,000, retirement arrangements, as well as re-granting of the letters of undertaking for exemption and indemnification, and officers' liability insurance, all as described in item no. 2

on the agenda of the general meeting that is the subject of this meeting convening report, for a period of 3 years, commencing on March 15, 2026.

Declaration: there is no suitable field for classification

Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here

Gender: __

Attention: This field can be filled only when the resolution is for the appointment of an external director.

There is no obligation to indicate gender.

Type and identification number

Explanation: For resolutions relating to the term of office of a director it is required to enter the director's identification number

Type and identification number

Does the item require disclosure of an affiliation or other characteristic of the voting shareholder: __

In the case of a bonds meeting

It was decided on the existence of another interest: __

Details of the other interest

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting pursuant to section 350):

☐ Correction of disclosure

☐ Minor change or one that only benefits the Company compared to the wording of the resolution specified in the last report

☐ Removed from the agenda

☐ The item was discussed at a previous meeting

☐ Change of item / addition of a new item to the agenda by court order

☐ Change of item / addition of a new item to the agenda pursuant to Regulation 5B of the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000

○ Addition of a new item to the agenda after the record date due to a technical error, as detailed: ——
Explanation: After the record date, an amendment may not be made to the resolution except for an amendment in the terms of the transaction that improves the Company's position or a minor change. Likewise, after the record date it is not possible to add new items to the agenda except by court order or in accordance with Regulation 5B of the Notice and Announcement Regulations.
The resolution on the agenda is brought to a vote
Type of majority required for approval Not an ordinary majority
In addition to the ordinary majority, one of the following two conditions will be met: A. In the count of the majority votes at the general meeting, there will be included a majority of all the votes of the shareholders who do not have a personal interest in the approval of the transaction, participating in the vote (in the count of all the votes of the aforesaid shareholders, abstentions shall not be taken into account); B. The total opposing votes among the shareholders referred to in subparagraph A above shall not exceed two percent of all the voting rights in the Company.
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No

3

The subject / resolution and its details:

Renewal and update of agreement with Norstar Holdings Inc. Details: It is proposed to approve the renewal of the engagement with Norstar Holdings Inc., the controlling shareholder of the Company ("Norstar"), in the matters detailed below: (a) a services agreement (the "Services Agreement") between the Company and Norstar and Norstar Israel Ltd., a wholly owned subsidiary of Norstar ("Norstar Israel"; and together with Norstar: the "Norstar Group"), while updating the consideration for the services, as detailed below; and (b) the non-compete clause existing between the Company and the Norstar Group (the "Non-Compete Clause"), while updating the Services Agreement and the Non-Compete Clause. The said Services Agreement and Non-Compete Clause are interlinked and were approved by the Company's Audit Committee and Board of Directors and are presented for approval by the Company's general meeting as one package, for a period of three (3) years, as of the date of approval by the Company's general meeting, all as detailed below. (a) The Services Agreement: According to the Services Agreement, the Company grants the Norstar Group services in consideration of a monthly payment of NIS 178.5 thousand plus VAT and plus a margin of $5\%$ (the "Consideration"), linked to the increase in the Consumer Price Index. As of this date, the Consideration amounts to NIS 190 thousand (plus VAT). In consideration for the Consideration, the Company grants the Norstar Group secretarial services, financial management (including reporting to authorities), treasury, computing and information systems, communications, legal services, handling banking finance, capital market and investments. It is proposed to approve the renewal of the Services Agreement for a period of three years, as of the date of approval by the general meeting, without change in its terms, except for an update in the Consideration and in the mechanism for determining the Consideration such that the monthly Consideration shall be NIS 213 thousand, reflecting an updated estimate of the Company's costs, and that the monthly Consideration shall be updated annually by adding the higher of: (a) a fixed annual addition of $5\%$ relative to the monthly Consideration in the previous year and without linkage; or (b) an addition at the rate of the annual increase in the Consumer Price Index. In addition, in the event of a material change in the scope of activity of the Norstar Group, the Company shall be entitled to increase the total annual Consideration by up to $20\%$ , in accordance with the Consideration calculation mechanism set out in the Services Agreement. For details of the components of the Consideration and how the level of the Consideration is determined, see section 3.6 of the meeting convening report. (b) The Non-Compete Clause: It is hereby proposed to renew the Non-Compete Clause without change in its terms, except for the addition of an additional exception whereby the Non-Compete Clause shall not apply to a holding (at any percentage, including a holding conferring control) in shares of companies traded on a stock exchange in Israel or abroad, whose main business is in the area of ownership, management and development of shopping centers, which have been spun off from the Company or companies under its control (including by way of distribution in kind) (the "Spun-Off Activity"), and in which at the time of the spin-off the Company is prevented from holding and/or controlling them in light of contractual limitations under non-compete agreements to which the Company (including companies under its control) is a party in connection with the Spun-Off Activity. The proposed resolution: To approve the renewal of the Company's engagement with the Norstar Group, in the Services Agreement and in the Non-Compete Clause, as determined in the 2012 Agreement (and as updated from time to time), with the amendments as detailed in item no. 3 on the agenda of the general meeting, for a period of 3 years, as of the date of approval by the general meeting.

Declaration: there is no suitable field for classification

Attention: A value from this table determines the wording of the shareholder's declaration in the internet voting system. For the conversion table click here

Gender: _____

Attention: This field can be filled only when the resolution is for the appointment of an external director.

There is no obligation to indicate gender.

Type and identification number

Explanation: For resolutions relating to the term of office of a director it is required to enter the director's identification number

___

Is it a transaction between the Company and its controlling shareholder as stated in sections 275 and 320(f) of the Companies Law? Yes

Does the transaction include a private offering No

Regarding how to fill in this section and the exemption granted to companies from parallel reporting of an additional form, see a notice to companies published on the matter at the following link: Link

Explanation of the section in the Companies Law or the Securities Law or another law for approval of the resolution

Does the item require disclosure of an affiliation or other characteristic of the voting shareholder: _

_____

In the case of a bonds meeting

It was decided on the existence of another interest: _

Details of the other interest

Request for additional details from the holders:

It was decided to require additional details from the holders: No

Details of the additional details required from the holders or the manner of convening the meetings (in the case of a meeting pursuant to section 350):

Correction of disclosure
Minor change or one that only benefits the Company compared to the wording of the resolution specified in the last report
Removed from the agenda
The item was discussed at a previous meeting
Change of item / addition of a new item to the agenda by court order
Change of item / addition of a new item to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000
Addition of a new item to the agenda after the record date due to a technical error, as detailed:

The resolution on the agenda is brought to a vote

Type of majority required for approval Not an ordinary majority	It is required that, in addition to the ordinary majority, one of the following two conditions is met: (a) In the count of the majority votes at the general meeting, there will be included a majority of all the votes of the shareholders who do not have a personal interest in the approval of the transaction, participating in the vote (in the count of all the votes of the aforesaid shareholders, abstentions shall not be taken into account); (b) The total opposing votes among the shareholders referred to in subparagraph (a) above shall not exceed two percent of all the voting rights in the Company.
Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No

Type of majority required for approval Not an ordinary majority

It is required that, in addition to the ordinary majority, one of the following two conditions is met: (a) In the count of the majority votes at the general meeting, there will be included a majority of all the votes of the shareholders who do not have a personal interest in the approval of the transaction, participating in the vote (in the count of all the votes of the aforesaid shareholders, abstentions shall not be taken into account); (b) The total opposing votes among the shareholders referred to in subparagraph (a) above shall not exceed two percent of all the voting rights in the Company.

Will the percentage of holdings of the controlling shareholder in the Company's shares grant the controlling shareholder the majority required for adoption of the proposed resolution on the item No

3.2. Additional information on the resolutions regarding transactions with a controlling shareholder in accordance with the Securities Regulations (Transaction between a Company and its controlling shareholder):

3.2.1. Date of approval of the transaction by the Board of Directors 28/04/2026

3.2.2. Reference number of the preliminary report __, date of its submission ____

Main changes made in this report compared to the last wording of the preliminary report:

Explanation: Must be completed if a preliminary report was submitted

3.2.3. Type of transaction

No.	Type of transaction
1	Terms of office and employment of a relative of the controlling shareholder
2	Other	Renewal and update of the engagement agreement with the controlling shareholder of the Company

3.2.4. Date of entry into force of the transaction

3.2.5. ☐ Transaction which is not provision of services/terms of office and employment
Duration of the transaction in months ______

☐ Transaction for provision of services/terms of office and employment
Duration of the transaction in months 36

3.2.6. To the report Nofinancial statements were attached pursuant to Regulation 6(f) of the Securities Regulations (Transaction between a Company and its controlling shareholder); name of accountant ______

The review report/opinion of the accountant regarding attached financial statements is identical to the originally signed copy delivered to the Company.

If financial statements were not attached, specify the reason The corporation is a public company ______

3.3. To the report Noprofessional opinions were attached:

No.	Name of opinion provider	Validity date of opinion
1	_____	_____

Attachment of the meeting convening report: ______

Attachments

4.1 Attachment of a file including the text of a voting instrument / position statements: ______

☐ Text of voting instrument

☐ Position statements

Explanation: If a voting instrument and/or position statement is attached, it must be ensured that they are drafted in accordance with the Companies Regulations (Written Vote and Position Statements), 2005. The Company must consolidate all position statements (as defined in section 88 of the Companies Law) in one file, which shall indicate the date of publication of the statement, from whom it was received, and a reference to the relevant page in the consolidated file.

4.2 Attachment of a file including candidates' declarations / other accompanying documents: ______

☐ Declaration of a candidate to serve as director in the corporation

☐ Declaration of an independent director

☐ Declaration of an external director

☐ Declaration of appointment of a representative to a trusteeship

☐ Amended deed of trust

Application for approval of a creditors' arrangement under section 350

Other

The legal quorum for holding the meeting:

A legal quorum shall be formed when at least two shareholders are present, in person or by proxy, holding together at least $35\%$ of the voting rights in the Company. If, after half an hour from the time set for the meeting, the legal quorum is not present, the meeting shall be postponed to the same day in the following week, at the same time and at the same place. If at the deferred meeting a legal quorum is not present after half an hour from the time set for the meeting, then a legal quorum shall be formed if at least two shareholders with voting rights are present, in person or by proxy, holding together at least $30\%$ of the voting rights in the Company..

In the absence of a legal quorum, the deferred meeting will be held on 01/07/2026, at 15:00,

At the address: At the Company offices at 8 Aharon Becker Street, Tel Aviv.

In the absence of a legal quorum, the meeting will not be held.

The place and times at which each proposed resolution whose wording has not been fully set out in the detailed agenda above can be inspected

As detailed in the meeting convening report..

Meeting ID: 2026-01-039655

Note: The meeting ID is the reference number of the initial report. In the initial report on the meeting this field remains empty.

Details of the authorized signatories on behalf of the corporation:

	Name of signatory	Position
1	Revital Kahlon	Other Vice President, Legal Counsel and Company Secretary
2	Gil Kotler	Chief Financial Officer

Explanation: Pursuant to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these Regulations shall be signed by those authorized to sign on behalf of the corporation. Staff's position on the matter can be found on the ISA website: click here.

Reference numbers of previous documents on the subject (the reference does not constitute incorporation by reference):

Securities of the corporation are listed for trading on the Tel-Aviv Stock Exchange Date of form structure update: 09/12/2025

Short name: G City

Address: Aharon Becker8, Tel Aviv6964316 Telephone: 03-6948000, Fax: 03-6961910

Email: [email protected] Company website:www.gazitglobe.com

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

Name of electronic reporter: Klein Ben David TalPosition: Attorney/Legal CounselName of employing company:

Address: Aharon Becker8, Tel Aviv6964316Telephone: 03-6948000Fax: 03-6961910Email: [email protected]

AI assistant

G City Proxy Solicitation & Information Statement 2026

6798_rns_2026-05-31_15cff9b6-f05a-4abf-a28b-c18031e3db7d.pdf

Type and identification number

Type and identification number

In the case of a bonds meeting

Details of the other interest

Request for additional details from the holders:

Type and identification number

Type and identification number

In the case of a bonds meeting

Details of the other interest

Request for additional details from the holders:

3

Type and identification number

___

_____

In the case of a bonds meeting

Request for additional details from the holders:

AI assistant

G City — Proxy Solicitation & Information Statement 2026

6798_rns_2026-05-31_15cff9b6-f05a-4abf-a28b-c18031e3db7d.pdf

Type and identification number

Type and identification number

In the case of a bonds meeting

Details of the other interest

Request for additional details from the holders:

Type and identification number

Type and identification number

In the case of a bonds meeting

Details of the other interest

Request for additional details from the holders:

3

Type and identification number

___

_____

In the case of a bonds meeting

Request for additional details from the holders:

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G City Proxy Solicitation & Information Statement 2026