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Voluntary public tender offer by G City Ltd.

Unconditional voluntary public cash tender offer by G City Ltd. for all the outstanding shares in Citycon Oyj.

The subsequent offer period will commence on 6 August 2026 at 9:30 a.m. (Finnish time) and expire on 27 August 2026 at 4:00 p.m. (Finnish time).

Tender offer in brief

Final result of G City Ltd.’s unconditional voluntary public cash tender offer for all the issued and outstanding shares in Citycon Oyj; 

As announced previously, G City Ltd. (the “Offeror”) commenced a voluntary unconditional public tender offer on 6 July 2026 for all the issued and outstanding shares in Citycon Oyj (“Citycon”) that are not held by Citycon or any of its subsidiaries (the “Shares”) (the “Tender Offer”). The Offeror has published a tender offer document relating to the Tender Offer, dated 3 July 2026, and a supplement to the tender offer document, dated 27 July 2026 (the tender offer document as supplemented with the aforementioned supplement, the “Tender Offer Document”). The offer period for the Tender Offer commenced on 6 July 2026 at 9:30 a.m. (Finnish time) and expired on 3 August 2026 at 4:00 p.m. (Finnish time).

Based on the final results of the Tender Offer, the 5,203,206 Shares validly tendered and not validly withdrawn in the Tender Offer represent approximately 2.8 percent of all the Shares and voting rights in Citycon (the “Tender Offer Shares”). The Tender Offer Shares, together with the current holdings of G City and G City’s fully owned subsidiary Gazit Europe Netherlands, represent in aggregate a holding of 164,631,860 Shares, corresponding to approximately 89.68 percent of all the Shares and voting rights in Citycon.

G City commences a subsequent offer period

In order to provide also the remaining shareholders of Citycon the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”).

The Subsequent Offer Period will commence on 6 August 2026 at 9:30 a.m. (Finnish time) and expire on 27 August 2026 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. As the Tender Offer is unconditional, all acceptances will be binding and cannot be withdrawn.

The Offeror will announce the preliminary percentage of the Shares validly tendered during the Subsequent Offer Period on or about 28 August 2026 and the final percentage on or about 31 August 2026. The offer price for the Shares validly tendered during the Subsequent Offer Period will be paid to the shareholders on or prior to 1 September 2026 in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment by an individual shareholder will in each case depend on the schedules for payment transactions between financial institutions and agreements between the individual shareholder and their respective account operator, custodian or nominee.

Key information

The share offer price is EUR 2.90 in cash for each share validly tendered in the Tender Offer, subject to any adjustments as set out in the Tender Offer Document. The share offer price represents a premium of approximately:

  • 7.0 per cent compared to the closing price (EUR 2.71) of the share on the regulated market of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on 16 June 2026, the last day of trading preceding the announcement of the Tender Offer; and
  • -4.3 per cent compared to the adjusted volume-weighted average trading price (EUR 3.03) of the share on the regulated market of Nasdaq Helsinki during the three (3) months preceding the announcement of the Tender Offer.

Most of the Finnish book-entry account operators are expected to send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders’ register of the Company maintained by Euroclear Finland Oy. Shareholders who do not receive such notification from their account operator or asset manager should primarily contact their account operator or asset manager and secondarily Evli by telephone +358 9 4766 9573 (weekdays between 9:00 a.m. and 4:00 p.m. (Finnish time)) or by email operations@evli.com in order to receive the necessary information and submit their acceptance of the Tender Offer.

The acceptance period for the Subsequent Offer Period will commence on 6 August 2026 at 9:30 a.m. (Finnish time) and expire on 27 August 2026 at 4:00 p.m. (Finnish time).