The execution of binding agreements concerning the contemplated transaction is subject to, among other things, completion of necessary due diligence process, reaching agreement on transaction structure and its detailed terms and conditions, and the approval of the board of directors of each of the seller and the purchaser. The transaction will also be subject to the completion of a public offering of securities of a newly established company by G City (“New Entity”) which is planned to be the purchaser of the assets.

G City, G City's fully owned subsidiary Gazit Europe Netherlands and Chaim Katzman currently hold in aggregate 158,665,652 shares in Citycon, corresponding to approximately 86.4 percent of all the Shares and voting rights in Citycon. G City has a controlling interest in Citycon and is its parent company and a related party to the company.

Related party transactions that deviate from the ordinary course of business of the company or are made in deviation from ordinary market terms require approval by the board of directors to implement the related party transaction. Any decision to approve the contemplated transaction will be made by the independent board members.

Citycon emphasizes that there is no certainty at this stage regarding the completion of the contemplated divestment or the scope thereof, or, the structure, or timing of any offering, sale or distribution of securities of the New Entity established by G City, as these remain subject to factors largely beyond Citycon’s control. Such factors include, among other things, the receipt of required regulatory approvals and permits, arrangements with financing institutions, prevailing capital market conditions, approval of a prospectus by relevant regulatory authorities, potential listing approval by a stock exchange, and approvals by the corporate bodies of Citycon and other relevant parties.