Plaza Centers N : RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023

29 March, 2024

PLAZA CENTERS N.V.

RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023

Plaza Centers N.V. ("Plaza" / "Company" / "Group") today announces its results for the year ended 31 December 2023.

Financial highlights:

•  Reduction in total assets by €2.5 million to €5.8 million mainly as a result of general and legal expenses.

•  Consolidated cash position as of December 31, 2023 decreased by circa €2.1 million to app. €5.7 million (December 31, 2022: €7.8 million) as result of general and legal expenses.

•  €1.7 million loss recorded at an operating level (December 31, 2022: €0.4 million gain) mainly due to general and legal expenses.

•  Recorded loss of €38.9 million (December 31, 2022: €8.5 million), mainly due to finance results on bonds and translation differences due to the realization of foreign operations, general and legal expenses.

•  Basic and diluted loss per share of €5.68 (31 December 2022: loss per share of €1.24).

Material events during the period:

Tax authority investigation:

On March 27, 2023 the Company announced that the Tax Authority of the state of India initiated certain actions at the office of Elbit Plaza India Management Services Private Limited (which is a private company wholly owned by Elbit Plaza India Real Estate Holdings Limited) (hereinafter: "EPM") including a search and seizer of certain documents relating to EPM's activities/transactions in India in recent years. At this stage it is not yet clear what the purpose of the investigation is, including whether EPM is the purpose of the investigation or whether the investigation is related to any third party.

Update regarding a change in Elbit Imaging Ltd holdings:

During 2023, Elbit Imaging sold about 1 375 thousand shares of the Company, thus, Elbit Imaging holdings in the Company have diminished to 0% of the Company's issued and paid-up capital as of December 31, 2023.

Deferral of payment of Debentures and partial interests' payment:

Refer to the below in Liquidity & Financing.

Dutch statutory auditor:

Refer to Note 16 (b)(6) in the annual consolidated financial statements.

Update regarding submission of a request for arbitration against Romania with respect to the "Casa Radio" project:

On April 11, 2023 the Company announced, that having on May 16, 2022 issued a Request for Arbitration against Romania with respect to the "Casa Radio" project (the "Project"), on April 6, 2023 the Company filed its Memorial and supporting evidence at the International Centre for the Settlement of Investment Disputes, setting out its claims against Romania. The Company seeks full compensation for its losses with respect to the Project, currently estimated to be up to EUR 367,700,000 as at 31 March, 2023.

Further, on May 18, 2023 the Company submitted its objection to Romania's Request for Bifurcation into separate phases on jurisdiction and the merits. Romania's application has been rejected and it has now been determined that the Arbitration will not be bifurcated. Romania is now required to file its defence to the Company's claims.

On July 12, 2023, Plaza and Dambovita Center SRL (a subsidiary of Plaza and the Project Company in charge of the Casa Radio Project) received a notice of default from the Ministry of Finance under the public-private partnership contract governing the Casa Radio Project. The Company denies all claims formulated by the Ministry of Finance, including any made in the ongoing ICSID arbitration with Romania.

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

On June 19, 2023 the Company announced, further to its announcements, regarding the filing of a lawsuit by the Company and Elbit Imaging Ltd. ("Elbit") against certain parties (certain officers of the Company and Elbit, a portion of the heirs of the late Mr. Motti Zisser (the Company's and Elbit's former controlling shareholder) and other parties) (the "Respondents") who were involved in a transaction of the Company and Elbit for the sale of real estate properties in the U.S.A. in 2011 and for which funds (brokerage fees) were allegedly illegally transferred to private companies controlled by the late Mr. Motti Zisser (the "Lawsuit"); and further to the Company's announcement dated August 10, 2021 and to the details provided in Note 16(b)(5) in the Company's annual consolidated financial statements for the year 2022 regarding the approval by the District Court of an application submitted by one of the respondents, Mr. Philip Meyer, for the dismissal in limine of the Lawsuit and the appeal submitted by the Company and Elbit to the Supreme Court on November 14, 2021; and further to the Company's announcement dated May 31, 2023 regarding the fact that the Company's and Elbit's appeal was accepted by the Supreme Court; the Company hereby announces that a settlement agreement has been reached between the plaintiffs and two of the Respondents. The court approved the settlement agreement and gave it the effect of a judgment and imposed a publication ban on its details. According to the provisions of the settlement agreement, the Company's portion after deducting expenses is a few hundred thousand euros and should be received over a period of several months, and the Company and Elbit will continue to handle the legal proceeding in the District Court while each party shall maintain all of its claims in the main proceeding.

Annual General Meeting:

Annual general meeting of the Shareholders of the Company was held on December 01, 2023, all the proposed resolutions were rejected.

Appointment of Company's auditor:

On December 27, 2023 the Compay announced that further to its previous announcement dated December 04, 2023 regarding results of Annual General Meeting, the Board of Directors of the Company decided to reappoint KOST FORER GABBAY & KASIERER (a member of the global network of EY firms) as the audit company authorised to audit the consolidated financial statements of the Company for the year ended December 31, 2023 in order to ensure the reporting requirements and enable the Company's proper operations.

Key highlights since the period end:

Tax authority investigation:

On March 25, 2024 the Company announced that further to its announcement dated March 27, 2023 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 favorable order under which investigation for one of the three years under investigation is completed without imposing any liability on EPIM. Inquiry into the remaining periods of the investigation is continuing and the Company will update on any development.

Update regarding a change in Ragnar Trade holdings:

On January 31, 2024 the Company announced that Ragnar Trade spółka z ograniczoną odpowiedzialnością ("Ragnar Trade") acquired about 343.9 thousand shares of the Company, which amounted to 5.02% of the Company's issued and paid capital. On February 5, 2024 the Company announced that Ragnar Trade acquired share of the Company up to level of 11.70% of the Company's issued and paid capital and on February 19, 2024 it was announced that Ragnar Trade holdings in the Company is decreased below 5% of the Company's issued and paid capital, thus Ragnar Trade ceased to be related party of the Company.

Update regarding submission of a request for arbitration against Romania with respect to the "Casa Radio" project:

On March 29, 2024 the Company announced, that it has received a further engagement letter ("Further Engagement Letter"), from the Company's primary legal advisers in connection with the arbitration for the "Casa Radio" project (the "Project"). The Further Engagement Letter is in line with Company's projected cash flow that was approved at Bondholders' Meeting from October 11, 2023.

Commenting on the results, executive director Ron Hadassi said:

"The Company is continuing to take all necessary steps with Casa Radio Project. 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. The Company expects the Hearing on Jurisdiction to take place in 4th quarter of 2024 after which the Tribunal's decision will be taken."

For further details, please contact:

Plaza

Ron Hadassi, Executive Director

972-526-076-236

Notes to Editors

Plaza Centers N.V. (www.plazacenters.com) is listed on the Main Board of the London Stock Exchange, on the Warsaw Stock Exchange (LSE: "PLAZ", WSE: "PLZ/PLAZACNTR") and, on the Tel Aviv Stock Exchange.

Forward-looking statements

This press release may contain forward-looking statements with respect to Plaza Centers N.V. future (financial) performance and position. Such statements are based on current expectations, estimates and projections of Plaza Centers N.V. and information currently available to the Company. Plaza Centers N.V. cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements.

MANAGEMENT STATEMENT

During 2023 the Company continued cost reductions and partial repayments to its bondholders.

In connection with Casa Radio Project, as stated above, the Company submitted the Request and we hope this will help us to unblock the current status of the Project. In addition, on December 04, 2023 the Company and AFI Europe N.V. ("AFI Europe") 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, 2024.

Due to the board and management estimation that the Company is unable to serve its entire debt according to the current redemption date (July 1, 2024) in its current liquidity position, the Company intends to request from the bondholders of both series (Series A and Series B) postponement of the repayment of the remaining balance of the bonds.

Results

During the year, Plaza recorded a €38.9 million loss attributable to the shareholders of the Company. This is an increase compared to the losses reported in 2022 (loss of €8.5 million). The losses were mainly from the Net Finance Costs which were increased to €37.2 million in 2023, from €8.9 million in 2022 mainly due to foreign currency losses on bonds (including inflation), interests' expenses accrued on the debentures (partlydue to penalty interest calculated on the deferred principal) and translation differences due to the realization of foreign operations; and from administrative expenses and legal costs.

Total result of operations excluding finance income and finance cost was a loss of €1.7 million in 2023 compared to the reported gain of €0.4 million in 2022.

The consolidated cash position (cash on standalone basis as well as fully owned subsidiaries) as of 31 December 2023 was €5.7 million (31 December 2022: €7.8 million).

Liquidity & Financing

Plaza ended the period with a consolidated cash position of circa €5.7 million, compared to €7.8 million at the end of 2022.

As of December 31, 2023, the Group's outstanding obligation to bondholders (including accrued interests) are app. €134.3 million.

As disclosed by the Company in Note 8 in the annual consolidated financial statements, the Company was not able to meet its final redemption obligation to its (Series A and Series B) bondholders, due on July 1, 2023. During June 2023 the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to January 1, 2024; ; (ii) that on July 1, 2023 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 750,000 and to deferral all other unpaid interest.

During November 2023, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to July 1, 2024; (ii) that on January 1, 2023 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 200,000 and to deferral all other unpaid interest.

Due to the board and management estimation that the Company is unable to serve its entire debt according to the current bonds repayment schedule in its current liquidity position, the Company intends to request the bondholders of both series for 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.

Strategy and Outlook

The Company's priorities are focused on efforts to unblock the current status of the Casa Radio project. The Company also intends to seek for bondholders' approval for postponement of the repayment of the bonds.

OPERATIONAL REVIEW

The Company's current assets are summarised in the table below (as of balance sheet date):

FINANCIAL REVIEW

Results

In 2023, the administrative expenses amounted to €1.7 million, an increase comparing to €1.4 million in 2022. The increase was a result of additional expenses for legal services in respect to initiated by the Company of an arbitration process in Romania as states above in connection with Casa Radio Project.

Net finance costs changed from €8.9 million loss in 2022 to €37.2 million loss in 2023. The main components of net finance costs were foreign currency gain on bonds (including inflation), interests' expenses accrued on the debentures which includes also penalty interest calculated on the deferred principal and translation differences due to the realization of foreign operations.

As a result, the loss for the period amounted to circa €38.9 million in 2023, representing a basic and diluted loss per share for the period of €5.68 (2022: €8.5 loss).

Balance sheet and cash flow

The balance sheet as of 31 December 2023 showed total assets of €5.8 million compared to total assets of €8.3 million at the end of 2022, mainly as a result of general expenses and legal costs.

The consolidated cash position (cash on standalone basis as well as fully owned subsidiaries) as of 31 December 2023 decreased to €5.7 million (31 December 2022: €7.8 million).

As of 31 December 2023, Plaza has a balance sheet liability of app. €95.5 million from issuing bonds on the Tel Aviv Stock Exchange. Additionally, Plaza recorded provision for interests on bonds as of December 31, 2023, in amount of €38.8 million (31 December 2022: €29.9 million).

Disclosure in accordance with Regulation 10(B)14 of the Israeli Securities Regulations (periodic and immediate reports), 5730-1970

1.

General Background

According to the abovementioned regulation, upon existence of warning signs as defined in the regulation, the Company is obliged to attach its report's projected cash flow for a period of two years, commencing with the date of approval of the report ("Projected Cash Flow").

The material uncertainty related to going concern was included in the independent auditors' report and in Note 1(b) in the consolidated financial statements as of December 31, 2023. In light of the material uncertainty that the SPA between the Company and AFI Europe N.V. will eventually be executed and/or that the transaction will be consummated as presented above or at all (refer to Note 5 in the consolidated financial statements as of December 31, 2023), the board and management estimates that the Company is unable to serve its entire debt according to the due date the bond holders approved to postpone the final redemption date. Accordingly, it is expected that the Company will not be able to meet its entire contractual obligations in the following 12 months.

With such warning signs, the Company is providing projected cash flow for the period of 24 months following for the coming two years.

2.

Projected cash flow

The Company has implemented the restructuring plan that was approved by the Dutch Court on July 9, 2014 (the "Restructuring Plan"). Under the Restructuring Plan, principal payments under the bonds issued by the Company and originally due in the years 2013 to 2015 were deferred for a period of four and a half years, and principal payments originally due in 2016 and 2017 were deferred for a period of one year. During first three months 2017, the Company paid to its bondholders a total amount of NIS 191.7 million (EUR 49.2 million) as an early redemption. Upon such payments, the Company complied with the Early Prepayment Term (early redemption at the total sum of at least NIS 382 million) and thus obtained a deferral of one year for the remaining contractual obligations of the bonds.

In January 2018, a settlement agreement was signed by and among the Company and the two Israeli Series of Bonds.

On November 22, 2018 the Company announced based on its current forecasts, that the Company expected to pay the accrued interest on Series A and Series B Bonds on December 31, 2018, in accordance with the repayment schedule determined in the Company's Restructuring Plan and Settlement Agreement with Series A and Series B Bondholders from 11 January 2018 (the "Settlement Agreement"). The Company noted that it will not meet its principal repayment due on December 31, 2018 as provided for in the Settlement Agreement. On February 18, 2019 the Company paid principal of circa EUR 250,000 and Penalty interest on arrears of EUR 150,000 following the bondholder's approval to defer principal repayment to July 1, 2019.

In addition, during June 2019 the bondholders approved the deferral of the full payment of principal due on July 1, 2019 and of 58% ("deferred interest amount") of the sum of interest (consisting of the total interest accrued for the outstanding balance of the principal, including interest for part of the principal payment which was deferred as of February 18, 2019, plus interest arrears for part of the principal which was fixed on February 18, 2019 and was not paid by the Company and all in accordance with the provisions of the trust deed; "the full amount of interest"), the effective date of which is June 19, 2019, and the payment date was fixed as of July 1, 2019. The company paid on the said date a total amount of circa EUR 1.17 million, which is only 42% of the full amount of interest.

On July 11, 2019, the Company announced that its Romanian subsidiary had signed a binding agreement to sell a land in Romania, and that the Company would use part of the proceeds now received by it EUR 0.75 million (hereinafter: "the amount payable"), in order to make a partial interest payment to the bondholders

(Series A) and (Series B) issued by the Company. The payment required changes in the repayment schedule and amendments of the trust deeds which was approved unanimously by the Bondholders. The amount payable was paid on August 14, 2019 and reflects 30% of accrued interest as of that date.

On November 17, 2019, the bondholders of Series A and Series B approved a deferral of all the scheduled Principal payment and app. 87% of deferral of the scheduled Interest payment, both, as of December 31, 2019 to July 1, 2020.

On May 4, 2020, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to January 1, 2021 of all the scheduled Principal; (ii) that on July 1, 2020 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 250,000 and to deferral all other unpaid scheduled Interest payment.

Following receiving the Settlement Amount related to the final price adjustment of the sale of Belgrade Plaza and in light of the potential negative impact of the Covid-19 on the possibility to receive future proceeds from the Company's plots in India, the Company decided to increase the amount to be paid to the bondholders on July 1, 2020, from EUR 250,000 to EUR 500,000. The amount reflected 6.74% of accrued interest as of that date.

On November 12, 2020, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to July 1, 2021 of all the scheduled Principal; that on January 1, 2021 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 200,000 and to deferral all other unpaid scheduled Interest payment. The amount reflected 1.84% of accrued interest as of that date.

On April 12, 2021, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to January 1, 2022; (ii) that on July 1, 2021 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 125,000 and to deferral all other unpaid interest. The amount reflected 0.84% of accrued interest as of that date.

On November 25, 2021, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to July 1, 2022; (ii) that on January 1, 2022 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 200,000 and to deferral all other unpaid interest. The amount reflected 0.92% of accrued interest as of that date.

On June 16, 2022, the bondholders of Series A and Series B approved to postpone the final redemption date to January 1, 2023.

On November 8, 2022, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to July 1, 2023; (ii) that on January 1, 2023 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 2,000,000 and to deferral all other unpaid interest. The amount reflected 6.08% of accrued interest as of that date.

During June 2023 the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to January 1, 2024; ; (ii) that on July 1, 2023 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 750,000 and to deferral all other unpaid interest.

During November 2023, the bondholders of Series A and Series B approved: (i) to postpone the final redemption date to July 1, 2024; (ii) that on January 1, 2023 the Company will pay to its bondholders a partial interest payment in the total amount of EUR 200,000 and to deferral all other unpaid interest.

The materialization, occurrence consummation and execution of the events and transactions and of the assumptions on which the projected cash flow is based, including with respect to the proceeds and timing thereof, although probable, are not certain and are subject to factors beyond the Company's control as well as to the consents and approvals of third parties and certain risks factors. Therefore, delays in the realization of the Company's assets and investments or realization at a lower price than expected by the Company, as well as any other deviation from the Company's Assumptions (such as additional expenses due to suspension of trading, delay in submitting the statutory reports etc.), could have an adverse effect on the Company's cash flow and the Company's ability to service its indebtedness in a timely manner.

In € millions

• (1) The above cash flow is subject to the approval of the bondholders of both series to postponement of the repayment of the remaining balance of the bonds which are due on July 1, 2023.

• (2) Total cash on standalone basis as well as fully owned subsidiaries.

• (3) The Company did not include any proceeds from pre-sale agreement signed with AFI, due to the uncertainty as to the fulfilment of the conditions set out in the preliminary agreement as mentioned in Note 5(1)€ of the consolidated financial statements as of December 31, 2023, thus there can be no certainty an the SPA will eventually be executed and/or that the Transaction will be completed.

• (4) Payments of interests are subject to the approval of the bondholders of both series.

• (5) The cost includes a provision for arbitrations / legal costs based on projection of arbitration process.

• (6) Total general and administrative expenses includes both cost of the Company and of all the subsidiaries.

Ron Hadassi

Executive Director 29 March 2024

PLAZA CENTERS N.V.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

IN 000 EURCONTENTS

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Plaza Centers NV published this content on 31 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2024 10:27:07 UTC.