Plaza Centers N.V.

Interim / Quarterly Report • Sep 30, 2025

PLAZA CENTERS N.V.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2025

NOT AUDITED AND NOT REVIEWED

IN '000 EUR

CONTENTS

Page

Interim condensed consolidated statements of financial position
Interim condensed consolidated statements of profit or loss	4
Interim condensed consolidated statements of comprehensive income	5
Interim condensed consolidated statements of changes in equity	6
Interim condensed consolidated statements of cash flows	7
Notes to interim condensed consolidated financial statements	8 - 12

---

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

ASSETS	June 30, 2025 EUR '000 Not audited Not reviewed	December 31, 2024 EUR '000 Audited
Cash and cash equivalents Restricted bank deposits Prepayments and other receivables	2,207 31 54	2,588 14 28
Total current assets	2,292	2,630
Total assets	2,292	2,630

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

LIABILITIES AND EQUITY	June 30, 2025 EUR '000 Not audited Not reviewed	December 31, 2024 EUR '000 Audited
LIABILITIES AND SHAREHOLDERS' EQUITY
Bonds Accrued interests on bonds Trade payables Other liabilities	60,662 102,009 7 234	55,131 104,040 39 548
Total current liabilities	162,912	159,758
Share capital Other reserves Share based payment reserve Share premium Retained losses	6,856 (19,983) 35,376 282,596 (465,465)	6,856 (19,983) 35,376 282,596 (461,973)
Total equity	(160,620)	(157,128)
Total equity and liabilities	2,292	2,630

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

August 28, 2025

Date of approval of the financial statements

Ron Hadassi David Dekel Executive Director Chairman of the Board of Directors

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

		Six months ended June 30,
	2024	2024
	EUR '000	EUR '000
	(except per share data) Not audited Not reviewed	(except per share data) Not audited Not reviewed
Gains and other Other income	411	29
Total gains	411	29
Total revenues and gains	411	29
Expenses and losses
Cost of operations	(65)	(48)
Administrative expenses	(337)	(869)
Expenses and losses	402	917
Finance income	4,250	75
Finance costs	(7,751)	(8,073)
Finance income (costs), expenses and losses	(3,903)	(8,915)
Loss before income tax	(3,492)	(8,886)
Income tax expense	-	-
Loss for the period	(3,492)	(8,886)
Earnings per share Basic and diluted loss per share (in EURO)	(0.51)	(1.30)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Six months ended June 30,
	2025 EUR '000	2024 EUR '000
	(except per share data) Not audited Not reviewed	(except per share data) Not audited Not reviewed
Loss for the period	(3,492)	(8,886)
Other comprehensive gain (loss) for the period	-	-
Total comprehensive loss for the period	(3,492)	(8,886)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share based
	Share capital	Share Premium	payment reserves	Translation Reserve	Other reserves	Retained losses	Total
Balance on January 1, 2025	6,856	282,596	35,376	-	(19,983)	(461,973)	(157,128)
Comprehensive loss for the period
Net loss for the period	-	-	-	-	-	(3,492)	(3,492)
Total comprehensive loss for the period	-	-	-	-	-	(3,492)	(3,492)
Balance on June 30, 2025 (Not audited, not reviewed)	6,856	282,596	35,376	-	(19,983)	(465,465)	(160,620)

	Share based
	Share capital	Share Premium	payment reserves	Translation Reserve	Other reserves	Retained losses	Total
Balance on January 1, 2024	6,856	282,596	35,376	-	(19,983)	(433,840)	(128,995)
Comprehensive loss for the period
Net loss for the period	-	-	-	-	-	(8,886)	(8,886)
Total comprehensive loss for the period	-	-	-	-	-	(8,886)	(8,886)
Balance on June 30, 2024 (Not audited, not reviewed)	6,856	282,596	35,376	-	(19,983)	(442,726)	(137,881)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,
	2025 EUR '000 Not audited Not reviewed	2024 EUR '000 Not audited Not reviewed
Cash flows from operating activities:
Loss for the period	(3,492)	(8,886)
Adjustments necessary to reflect cash flows used in operating activities
Net finance costs (incomes)	3,501	7,998
Changes in:	9	(888)
Trade receivables Other receivables Trade payables Other liabilities, related parties' liabilities and provisions	1 (27) (32) (314)	(26) (4) 29 (227)
	(372)	(228)
Interest received	14	75
Net cash used in operating activities	(349)	(1,041)
Cash from investing activities
Investment in restricted deposit	(17)	19
Net cash provided by investing activities	(17)	19
Cash from financing activities
Net cash used in financing activities	-	-
Effect of exchange fluctuations on cash held Decrease in cash and cash equivalents during the period	(15) (366)	(64) (1,022)
Cash and cash equivalents as of January 1st	2,588	5,705
Cash and cash equivalents as of June 30	2,207	4,619

NOTE 1: - CORPORATE INFORMATION

a. Plaza Centers N.V. ("the Company" and together with its subsidiaries, "the Group") was incorporated and is registered in the Netherlands. The Company's registered office is at Tolstraat 112, 1074 VK, Amsterdam, the Netherlands. In the past the Company conducted its activities in the field of establishing, operating and selling of shopping and entertainment centres, as well as other mixed-use projects (retail, office, residential) in Central and Eastern Europe (starting 1996) and India (from 2006). Following debt restructuring plan approved in 2014 the Group's main focus is to reduce corporate debt by early repayments following sale of assets and to continue with efficiency measures and cost reduction where possible.

The condensed interim consolidated financial statements for each of the periods presented comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in jointly controlled entities.

The Company is listed on the premium segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange ("LSE"), the Warsaw Stock Exchange ("WSE") and on the Tel Aviv Stock Exchange ("TASE").

b. Going concern and liquidity position of the Company:

As of June 30, 2025, the Company's outstanding obligations to bondholders (including accrued interests) are app. EUR 162.7 million due date of which was postponed to January 1, 2026 (the "Current Due date") (please refer to Note 6(d)).

Due to the above the Company's primary need is for liquidity. The Company's current and future resources include the following:

• 1. Cash and cash equivalents (including the cash of fully owned subsidiaries) of approximately EUR 2.2 million.
• 1. The Company and AFI Europe N.V. ("AFI Europe") entered into an addendum to the pre-sale agreement entered into between the Parties in connection with the sale of its subsidiary (the "SPV") which holds 75% in the Casa Radio Project (the "Project") (the "Addendum" and the "Agreement", respectively) pursuant to which the Parties agreed to extend the Long Stop Date, which is the date on which the parties will execute a share purchase agreement, subject to the satisfaction of conditions precedent (the "SPA"), until December 31, 2025. There can be no certainty that the SPA will eventually be executed and/or that the transaction will be consummated as presented above or at all.
• 1. In addition, as detailed in note 5(2) of the annual financial statements as of December 31, 2024, the Company has submitted with the International Centre for Settlement of Investment Disputes ("ICSID") a Request for Arbitration (the "Request") against Romania for compensation of losses incurred due to failure of the Romanian authorities to cooperate, negotiate and adjust the PPP agreement as described in the note 5(1)(c) of the annual financial statements as of December 31, 2024 which include the Company's investment in the Project SPV, loss of potential profit, and costs and expenses of the arbitration.

At this stage there is no certainty about the result of the dispute, hence no resources are expected to be available in the foreseeable future.

NOTE 1: - CORPORATE INFORMATION (Cont.)

As of June 30, 2025, the Company is not in compliance with the main Covenants as defined in the restructuring plan (for more details refer also to Note 8 of the annual financial statements as of December 31, 2024), hence under defaulted which could also trigger early repayment clause by the bondholders.

Due to the abovementioned and due to the board and management estimation that the Company is unable to serve its entire debt on the Current Due Date, the Company intends to request the bondholders of both series an additional postponement of the repayment of the remaining balance of the bonds. However, there is an uncertainty if the bondholders will approve the request. In the case that the bondholders would declare their remaining claims to become immediately due and payable, the Company would not be in a position to settle those claims and would need to enter to an additional debt restructuring or might cease to be a going concern basis.

Due to the abovementioned conditions a material uncertainty exists that casts significant doubt about the Company's ability to continue as a going concern.

The interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet the mandatory repayment obligations of its bonds and other working capital requirements.

NOTE 2: - BASIS OF PREPARATION

a. Basis of preparation of the interim condensed consolidated financial data:

The interim condensed consolidated financial data for the six months period ended June 30, 2025 have been prepared in accordance with the International Financial Reporting Standard IAS 34 ("Interim Financial Reporting") as adopted by the European Union.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual consolidated financial statements as of 31 December 2024. These interim condensed consolidated financial statements as of June 30, 2025 have been neither audited nor reviewed by the Company's auditors.

The financial information for the half year ended 30 June 2024 has neither been audited nor reviewed by the auditors.

Selected explanatory notes are, however, included to explain events and transactions that are significant to understanding the changes in the Group's financial position and performance since the last annual consolidated financial statements as of and for the year ended December 31, 2024.

The interim condensed consolidated financial statements as of June 30, 2025 were authorized by the Board of Directors on 28 August 2025.

NOTE 3: - USE OF JUDGEMENT AND ESTIMATES

In preparing this interim condensed consolidated financial information, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing this interim condensed consolidated financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were principally the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2024, save for the changes highlighted above. Refer also to Note 1(b) above for significant estimations performed.

NOTE 4: - FINANCIAL INSTRUMENTS

Carrying amounts and fair values

In respect to the Company's financial instruments assets not presented at fair value, being mostly short-term market interest bearing liquid balances, the Company believes that the carrying amount approximates its fair value. In respect of the Company's financial instruments liabilities:

Fair value of the quoted debentures is based on price quotations at the reporting date.

	Carrying amount		Fair value
	June 30, 2025	December 31, 2024	June 30, 2025	December 31 2024
	Not audited		Not audited
	Not reviewed	Audited	Not reviewed	Audited
	EUR '000	EUR '000	EUR '000	EUR '000
Statement of financial position
Debentures A – Israeli NIS bonds	42,105	42,943	2,909	3,204
Debentures B – Israeli NIS bonds	59,904	61,097	4,586	4,514
Total	102,009	104,040	7,495	7,718

The total contractual liability of the Debentures was EUR 162.7 million as of June 30, 2025.

NOTE 5: - CASA RADIO

• a. Following Note 5(1)(c) to the annual financial statements relating the discussions with the Romanian authorities, on July 15, 2024 the Company received a notice, on behalf of the Ministry of Finance of Romania (for more details refer to Note 5(2) to the annual financial statements).
• b. Following Note 5(1)(e) to the annual consolidated financial statements as of December 31, 2024 which discloses that the The Company and AFI Europe N.V. ("AFI Europe") entered into an addendum to the pre-sale agreement entered into between the Parties in connection with the sale of its subsidiary (the "SPV") which holds 75% in the Casa Radio Project (the "Project") (the "Addendum" and the "Agreement", respectively) pursuant to which the Parties agreed to extend the Long Stop Date, which is the date on which the parties will execute a share purchase agreement, subject to the satisfaction of conditions precedent (the "SPA"), until December 31, 2025.

NOTE 5: - CASA RADIO (Cont.)

Following the above, the Parties continue their attempts to receive the authority's approval in order to be able to execute the SPA, still there has been no progress since the pre-sale has been signed. In light of the above the Company is exploring all its options in order to obtain progress, including among others its legal options. For details regarding the issuance of a notice of dispute and acceptance of offer and consent to arbitrate to Romania with respect to the "Casa Radio" project refer to Note 5(2) to the annual consolidated financial statements as of December 31, 2024. Accordingly, the Tribunal's decision is expected in the end of 2025.

Due to the above, there can be no certainty that the SPA will eventually be executed and/or that the transaction will be completed.

c. Write-down of trading properties:

As detailed in the annual consolidated financial statements, the value of the trading property of the Project was fully reduced (for more details refer to Note 5(2) to the annual consolidated financial statements as of December 31, 2024).

Still, the Company believes that despite this reduction there is no change in the value of the Company's rights under the PPP Agreement. In addition, the Company is actively pursuing all available options, including legal avenues, to achieve progress.

NOTE 6:- MATERIAL EVENTS DURING THE REPORTING PERIOD

a. Tax authority investigation:

On January 20, 2025 the Company announced that further to its announcement dated March 25, 2024 with regards to the search and seizure operations carried by the Indian tax authorities at the offices of Elbit Plaza India Management Services Private Limited (hereinafter: "EPIM") (which is a private company wholly owned by Elbit Plaza India Real Estate Holdings Limited), EPIM has received a tax assessment order (from the Indian Tax Authority) for the financial years 2022 – 2023 and with this the ongoing income tax investigations/assessments are completed without imposing any liability on EPIM.

b. Update regarding update regarding a lawsuit against entities involved in the sale of U.S.A. shopping centers in 2011:

On May 22, 2025 the Company announced that, further to its announcement dated June 19, 2023 regarding the filing of a claim by Plaza and Elbit Imaging Ltd. (hereinafter: "Elbit") (Plaza and Elbit shall be referred to hereinafter together as the: "Plaintiffs") against certain parties (a number of officers in Plaza and Elbit, some of the heirs of the late Moti Zisser (former controlling shareholder of Plaza and Elbit) and other parties) in relation to the Plaintiffs' transaction from 2011 for the sale of real estate assets in the US in 2011; that a mediation agreement has been reached to end the entire proceeding, according to which the Plaintiffs will be compensated in return for a final and full waiver of claims. Plaza's share of the settlement amount is approximately €0.3 million. On June 29, 2025 the Company received the settlement amount.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6:- MATERIAL EVENTS DURING THE REPORTING PERIOD (cont.)

c. Dutch statutory auditor:

Following Note 16(b)(6) to the annual consolidated financial statements as of December 31, 2024, which discloses statutory filing requirements, the Company submitted the annual consolidated financial statements as of December 31, 2024 which were filed to the London Stock Exchange, the Warsaw Stock Exchange and the Tel Aviv Stock Exchange, to the Authority for the Financial Markets and to other relevant Dutch authorities.

d. Deferral of payment of Debentures and partial interests' payment:

As previously disclosed by the Company in Note 8(c) to its annual consolidated financial statements as of December 31, 2024, the Company was not able to meet its final redemption obligation to its (Series A and Series B) bondholders, due on July 1, 2025. In light of the above the bondholders approved to postpone the final redemption date to January 1, 2026.

---

RESPONSIBILITY STATEMENT

Pursuant to section 5:25d, paragraph 2c, of the Dutch Financial Supervision Act (Wet op het financieel toezicht), the members of the Board of Directors (bestuur) of Plaza Centers N.V. state that to the best of their knowledge:

• I. The Interim Condensed Consolidated Financial Statements as of June 30, 2025, give a true and fair view of the assets, liabilities, financial position and profit or loss of Plaza Centers N.V. and the companies included in the consolidation;
• II. The Interim Condensed Consolidated Financial Statements for the six months period ending on 30 June 2025, gives a true and fair view of the information required pursuant to section 5:25d, paragraphs 8 and 9, of the Dutch Financial Supervision Act of Plaza Centers N.V. and the companies included in the consolidation.

30 September 2025 The Board of Directors Ron Hadassi, Executive Director David Dekel, Non-Executive Director and Chairman Maria Radu, Non-Executive Director