EQS-Adhoc: Aroundtown announces Acquisition Offer for shares of Grand City Properties, publishes 2025 Consolidated Financial Report, proposes Dividend Payment combined with updated Dividend Policy

Ad-hoc Release pursuant to Article 17 Market Abuse Regulation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Aroundtown SA announces Voluntary Public Acquisition Offer for up to 47,451,773 shares of Grand City Properties S.A., publishes Consolidated Financial Report for Financial Year 2025, and proposes Dividend Payment combined with updated Dividend Policy

Grand Duchy of Luxembourg, March 4, 2026. The board of directors of Aroundtown SA (“Aroundtown“) has resolved to offer to the shareholders of Grand City Properties S.A. (“Grand City Properties“) to acquire up to 47,451,773 shares of Grand City Properties by way of a voluntary public acquisition offer in the form of an exchange offer (the “Offer“). Aroundtown will offer 4 existing shares of Aroundtown held in treasury as consideration in exchange for 1 tendered share of Grand City Properties. The shares of Aroundtown exchanged for shares of Grand City Properties will carry the dividend rights from January 1, 2025. The Offer will be neither subject to the German Securities Acquisition and Takeover Act nor the Luxembourg Takeover Act. The Offer will be limited to the maximum holding of up to 89.5% of the share capital of GCP (including the shares held prior to the Offer) and not subject to any minimum acceptance threshold or other conditions. In case tendered shares together with the existing shareholding exceed the maximum offer volume, all tendered shares will be scaled back on a pro‑rata basis. The Offer is expected to conclude by beginning of April. The final terms of the Offer will be set forth in the full offer document to be published in the coming days.

Further, Aroundtown publishes the consolidated financial report for the financial year ended on December 31, 2025 on March 4, 2026, i.e. earlier than announced in Aroundtown’s previous communication.

Moreover, the board of directors of Aroundtown has resolved to propose to the next annual general meeting which is scheduled for June 24, 2026, to approve the distribution of a dividend relating to the financial year 2025 in an amount of EUR 0.08 (gross) per share. Any GCP shares tendered in the Offer will be fully eligible for the dividend. This proposal marks the reinstatement of a dividend proposal from the board of directors of Aroundtown since its last dividend proposal in respect of the financial year 2021. Going forward, Aroundtown has updated its dividend payout policy from 2026 onward to 50% of FFO 1 per share.

Important information

This announcement is neither an offer to purchase nor a solicitation to purchase Aroundtown or Grand City Properties shares. The final terms and further provisions regarding the Offer will be in the offer document. Investors and holders of Grand City Properties shares are strongly recommended to read the offer document and all other documents in connection with the Offer as soon as they are published, as they will contain important information.

Subject to the exceptions described in the offer document and any exceptions granted by the relevant regulatory authorities, an Offer is not being made directly or indirectly, in or into those jurisdictions where to do so would constitute a violation pursuant to the laws of such jurisdiction.

In particular, the Aroundtown shares that are intended to be transferred to Grand City Properties shareholders as consideration (the “Offer Shares“) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act“), or under the securities laws of any state, district or other jurisdiction of the United States of America. The Offer Shares may not be offered, sold or delivered, directly or indirectly, to Grand City Properties shareholders located in the United States of America (the “U.S. Shareholders“), or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of U.S. Shareholders, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

The Offer Document was neither submitted to nor approved by the U.S. Securities and Exchange Commission. The Offer is being made with respect to U.S. Shareholders pursuant to Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) in reliance on certain exemptions available for cross-border tender offers pursuant to Rule 14d-1(d). These exemptions permit a bidder to satisfy certain United States substantive and procedural Exchange Act rules governing tender offers by complying with home jurisdiction law or practice and exempts the bidder from compliance with certain other rules of the Exchange Act. As a result, the Offer is made in accordance with the applicable regulatory, disclosure and procedural requirements under German and Luxembourg law to the extent applicable, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under United States domestic tender offer procedures and law. The Offer will result in the acquisition of securities of a Luxembourg company and is subject to German and Luxembourg disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documentation has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Aroundtown or its brokers may purchase, or conclude agreements to purchase, Grand City Properties shares, directly or indirectly, outside of the scope of the Offer, before, during or after the acceptance period. This applies to other securities that are directly convertible into, exchangeable for, or exercisable for Grand City Properties shares. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and will also be published on the internet website of Aroundtown under www.aroundtown.de/investor-relations. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. With respect to any such acquisitions of GCP Shares outside of the Offer from the date of public announcement of the Offer until expiration of the Offer, for any GCP Shares acquired outside of the Offer for consideration paid outside the Offer that is greater than the Offer Consideration (as defined in the Offer Document for the voluntary public takeover offer for GCP Shares), the Offer Consideration will be increased to match such greater consideration.. No purchases or arrangements to purchase otherwise than pursuant to the Offer will be made in the United States.

If any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words ‘will’, ‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘contemplate’, ‘aim’, ‘assume’ or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Aroundtown and the persons acting together with Aroundtown. Such forward-looking statements are based on current plans, estimates and forecasts which Aroundtown and the persons acting together with Aroundtown have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Aroundtown or the persons acting together with Aroundtown. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

Contact

Timothy Wright
T: +352 288 313
E: info@aroundtown.de
www.aroundtown.de  

2285200  04-March-2026 CET/CEST