Grand City Properties S.A. publishes reasoned statement of Board of Directors on voluntary public exchange offer by Aroundtown SA, recommends that shareholders accept the offer

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS

GRAND CITY PROPERTIES S.A. PUBLISHES REASONED STATEMENT OF BOARD OF DIRECTORS ON VOLUNTARY PUBLIC EXCHANGE OFFER BY AROUNDTOWN SA, RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER

Luxembourg, March 17, 2026 – Grand City Properties S.A. ("GCP" or the “Company”) today published the reasoned statement (the “Reasoned Statement”) of its board of directors (the “Board of Directors”) regarding the voluntary exchange offer (the "Offer") made by Aroundtown SA ("Aroundtown") to shareholders of GCP.

On March 6, 2026, Aroundtown published an offer document (the “Offer Document”) to GCP Shareholders (as defined in the Offer Document) to exchange up to 47,451,773 GCP shares, representing up to approximately 26.9% of GCP's total share capital, into Aroundtown shares in a ratio of 4 Aroundtown shares for 1 GCP share. The Acceptance Period started on March 6, 2026 and is expected to expire on April 9, 2026 at 24:00 hours (midnight) CET. GCP Shareholders intending to tender GCP shares are advised to contact their respective custodian bank to tender their shares and inquire about any relevant deadlines set by their custodian bank, which may require action before the formal end of the Acceptance Period.

The Board of Directors has carefully reviewed the terms of the Offer and obtained a Fairness Opinion issued by an independent financial adviser concluding that the Offer Consideration is fair from a financial perspective. After a comprehensive assessment of the economic and strategic background, Aroundtown’s intentions, and the Offer Consideration, the Board of Directors unanimously recommends that GCP Shareholders accept the Offer. The Board of Directors considers that the Offer provides a compelling investment opportunity into Aroundtown shares and reflects a fair premium for GCP Shareholders. The members of the Board of Directors and of GCP’s Management holding GCP shares have accepted the Offer.

The Reasoned Statement is available on GCP's website at https://www.grandcityproperties.com/investor-relations. The GCP Shareholders are advised to read the Reasoned Statement and the Offer Document carefully before making any decision.

Important Notice

The Reasoned Statement and this press release are voluntary publications. Neither the Reasoned Statement nor this press release constitutes a reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) or pursuant to Article 10(5) of the Luxembourg Takeover Act. Each GCP Shareholder must make an own independent decision regarding the Offer, taking into account their individual circumstances, including their personal tax and legal situation. The Board of Directors recommends that shareholders seek independent tax and legal advice where necessary.

Contact:

Grand City Properties S.A.
37, Boulevard Joseph II,
L-1840 Luxembourg
T: +352 28 77 87 86
E: info@grandcity.lu
www.grandcityproperties.com 

Investor Relations Team:
Grand City Properties S.A.
E: gcp-ir@grandcity.lu

DISCLAIMER: 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS COMMUNICATION MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC, AS AMENDED (THE PROSPECTUS DIRECTIVE) (QUALIFIED INVESTORS). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY OFFER (AN INVESTOR) OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE COMPANY OR ANY OF THE MANAGERS OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT MAY CONTAIN PROJECTIONS OR ESTIMATES RELATING TO PLANS AND OBJECTIVES RELATING TO OUR FUTURE OPERATIONS, PRODUCTS, OR SERVICES, FUTURE FINANCIAL RESULTS, OR ASSUMPTIONS UNDERLYING OR RELATING TO ANY SUCH STATEMENTS, EACH OF WHICH CONSTITUTES A FORWARD-LOOKING STATEMENT SUBJECT TO RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS COULD DIFFER MATERIALLY, DEPENDING ON A NUMBER OF FACTORS.