Atrium European Real Estate : Proposed merger between Atrium and Gazit Hercules 2020 Limited - Publication of the Shareholder Circular

Proposed merger between Atrium and Gazit Hercules 2020 Limited - Publication

of the Shareholder Circular

Jersey, 23 November 2021 - On 18 October 2021, the Independent Committee of the Board of Directors (the "Independent Committee") of Atrium European Real Estate Limited (VSE/Euronext: ATRS), ("Atrium" or the "Company") and the board of directors of Gazit Hercules 2020 Limited ("Newco"), which is an indirect wholly-owned subsidiary of Gazit-Globe Ltd ("Gazit") announced that they had signed a definitive merger agreement for a recommended cash acquisition (the "Acquisition") of the entire issued and to be issued ordinary share capital of Atrium that is not already owned directly or indirectly by Gazit or its affiliates.

The Acquisition is to be implemented by means of a statutory merger between the Company and Newco under Part 18B of the Companies (Jersey) Law 1991, as amended (the "Merger").

Atrium and Gazit are pleased to announce that Atrium has today published a circular and notice of an extraordinary general meeting ("EGM") to consider, and if thought fit, approve the Merger (the "Shareholder Circular"). The EGM to consider the Merger Resolutions (and the steps contemplated by the Merger) is scheduled to be held at 10.00 a.m. on Thursday, 23 December 2021 at the offices of Aztec Financial Services (Jersey) Limited at 11-15 Seaton Place St Helier, Jersey JE4 0QH.

The Shareholder Circular is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Atrium's website at www.aere.com and on Gazit's website at www.gazitglobe.com/investor- relations/news-and-updates/. A German translation of the Shareholder Circular will be made available later today on Atrium's website.

The Shareholder Circular, together with the associated Form of Instruction (for those Atrium Shareholders who hold interests in Atrium Shares through Euroclear) and Form of Proxy (for Atrium Shareholders who hold their Atrium Shares directly) for the EGM, will be sent to registered holders of Atrium Shares today. The Shareholder Circular, together with the associated Form of Instruction for the EGM, will be distributed by Euroclear to the account holding banks and brokers (via an intermediary of Euroclear), with the instruction to the account holding banks and brokers to provide the Shareholder Circular and the associated Form of Instruction to persons holding interests in Atrium Shares through such account holding banks or brokers.

The EGM is required to enable Atrium Shareholders to consider, and if thought fit, vote in favour of the resolutions to approve the Merger (amongst other ancillary matters).

Save as otherwise defined, capitalised terms used but not defined in this press announcement shall have the meaning given to them in the Shareholder Circular.

Recommendation of the Independent Committee

The Independent Committee continues to unanimously recommend that Atrium Shareholders vote in favour of the Merger. The Independent Committee has received a fairness opinion letter from UBS AG London Branch ("UBS") as to the financial terms of the Acquisition.

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In the event the Independent Committee receives a proposal from a third party which the Independent Committee determines, acting reasonably and in good faith, to be more beneficial to the Company and its shareholders (a "Superior Proposal"), the Independent Committee has discretion to withdraw its recommendation of the Acquisition in favour of the Superior Proposal. If this takes place, Gazit has confirmed to the Independent Committee that it will duly consider any Superior Proposal in good faith. Since the announcement of the Initial Proposal, the Independent Committee has not received any third-party proposals.

Action required

As further described in the Shareholder Circular, in order for the Merger to become effective, the Merger must be approved by:

• two-thirdsof the Atrium Shareholders entitled to vote and voting on the Merger Resolutions at the EGM; and
• the holders of a majority of the Atrium Shares (other than the Excluded Shares or any Atrium Shares beneficially held by a Gazit Connected Person) entitled to vote and voting on the Merger Resolutions at the EGM.

Accompanying the Shareholder Circular, registered holders of Atrium Shares will find a Form of Proxy, for the EGM. The Form of Instruction will be provided by Euroclear to the account holding banks and brokers (via an intermediary of Euroclear) with an instruction to provide the Form of Instruction to persons holding interests in Atrium Shares through such account holding banks or brokers. The Form of Instruction and the Form of Proxy are available on Atrium's website at www.aere.com. The deadlines for submitting the Form of Instruction and the Form of Proxy for the EGM are set out below.

Atrium Shareholders and persons holding interests in Atrium Shares through Euroclear are strongly urged to complete, sign and return the Form of Instruction or the Form of Proxy (as applicable) in accordance with the notes contained therein.

The expected timetable of principal events for the implementation of the Merger is set out below. All references in this document to times are to Jersey time unless otherwise stated. The dates and times given are indicative only and are based on Atrium's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Atrium Shareholders by announcement.

Expected timetable of principal events

The following indicative timetable sets out expected dates for the implementation of the Merger:

Event	Time and/or date
Date of Merger Implementation Agreement	17 October 2021
Announcement of the proposed Merger	18 October 2021

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Publication and posting of this document, the Notice of	23 November 2021
Extraordinary General Meeting, the Form of Proxy and the
Form of Instruction
Recommended date for submission of Forms of Instruction by	By 13 December 2021
persons holding an interest in Atrium Shares through
Euroclear to their account holding banks or brokers
Latest time for lodging Forms of Instruction by persons holding	10.00 a.m. on 17 December 2021
an interest in Atrium Shares through Euroclear for the Merger
Extraordinary General Meeting
Latest time for lodging Forms of Proxy by Atrium Shareholders	10.00 a.m. on 21 December 2021
for the Merger Extraordinary General Meeting
Merger Voting Record Time	6.00 p.m. on 21 December 2021
Merger Extraordinary General Meeting	10.00 a.m. on 23 December 2021
Announcement of results of the Merger Extraordinary General	To be released immediately following
Meeting via a Regulatory Information Service	the Merger Extraordinary General
	Meeting on 23 December 2021
Despatch of notice to creditors of Atrium and Newco in relation	23 December 2021
to the proposed Merger
Publication of notice in Jersey Gazette	23 December 2021
Last date for creditors of Atrium and/or Newco to deliver to	13 January 2022
Atrium a written objection to the Merger pursuant to Article
127FE(2)(a) of the Companies Law
Last date for holders of Atrium Shares to apply to the Court for	13 January 2022
an order under Article 143 of Companies Law
Publication and posting of the notice of extraordinary general	17 January 2022
meeting in respect of the Reduction Extraordinary General
Meeting (including a form of proxy and form of instruction)
Ex-dividend date for Special Dividend	6.00 p.m. on 31 January 2022
Reduction Extraordinary General Meeting	10.00 a.m. on 1 February 2022
Filing of solvency statement and minute of reduction with	1 February 2022
Registrar in connection with reduction of capital
Delivery to the Registrar of all relevant documents in relation	1 February 2022
to the Merger, as required under Article 127FJ of the
Companies Law
Special Dividend Record Time	6.00 p.m. on 1 February 2022
Special Dividend Payment Date	4 February 2022
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Last day of trading in Atrium Shares	14	February 2022
Suspension of trading in Atrium Shares on the Exchanges	From, and including, 15 February 2022
Merger Record Time	6.00 p.m. on 17	February 2022
Expected date of completion and effectiveness of the Merger	18	February 2022
and reduction of capital (subject to the Conditions being
satisfied or waived) i.e. Closing and the date that the Registrar
of Companies in Jersey registers the final notices in
connection with the Merger pursuant to Article 127FM of the
Companies Law
Settlement of the consideration payable under the Merger to	18	February 2022
each Merger Shareholder
De-listing of Atrium Shares in Amsterdam and Vienna	As soon as practicable after Closing
Longstop Date		17 April 2022*

• This is subject to extension in the event that objections are raised from creditors or Atrium Shareholders.

All references in this document to times are to Jersey time unless otherwise stated. The dates and times given are indicative only and are based on Atrium's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). Furthermore, the indicative dates have been prepared on the basis that there are no lawful objections filed by any Atrium Shareholders or creditors in accordance with Jersey law. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Atrium Shareholders and persons who hold interests in Atrium Shares through Euroclear by announcement.

Shareholder helpline

If you have any questions about the Shareholder Circular, the Merger, the EGM or how to complete the Form of Instruction or Form of Proxy, please refer to the FAQs which are available on Atrium's website at www.aere.com or email Georgeson at [e-mail]. You can also call the shareholder helpline on 0043 800 017876 (for calls outside of Austria, which are charged at the applicable international rate) or 0800 017876 (freephone, for calls from within Austria). If you would prefer to receive a call back, please contact [e-mail]. The helpline is open between 8.00 a.m. and 4.00 p.m. GMT, Monday to Friday excluding public holidays. Please note that the helpline cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Advisors

UBS is acting as financial adviser and fairness opinion provider to the Independent Committee with Allen & Overy LLP as international legal adviser and Appleby as Jersey law legal advisers to the Independent Committee.

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Goldman Sachs Israel LLC is acting as financial adviser to Gazit and Newco with Kirkland & Ellis International LLP as international legal adviser and Ogier (Jersey) LLP as Jersey law legal advisers to Gazit and Newco.

Enquiries

FTI Consulting Inc.: [phone]

Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis: [e-mail]

Or Ackerman, Investor Relations, Gazit Globe Ltd: [e-mail]

About Atrium European Real Estate

Atrium is a leading owner, operator and redeveloper of shopping centres and residential for rent apartments in Central Europe. Atrium specializes in locally dominant food, fashion and entertainment shopping centres in the best urban locations. Atrium owns 26 properties with a total gross leasable area of over 809,000 sqm and with a total market value of approximately €2.5 billion. These properties are located in Poland, the Czech Republic, Slovakia and Russia, and with the exception of one, are all managed by Atrium's internal team of retail real estate professionals. In February 2020 Atrium announced a strategy to diversify its portfolio by investing in and managing residential for rent real estate, with a primary focus on Warsaw.

The Company is established as a closed-end investment company incorporated and domiciled in Jersey and regulated by the Jersey Financial Services Commission as a certified Jersey listed fund, and is listed on both the Vienna Stock Exchange and the Euronext Amsterdam Stock Exchange. Appropriate professional advice should be sought in the case of any uncertainty as to the scope of the regulatory requirements that apply by reason of the above regulation and listings. All investments are subject to risk. Past performance is no guarantee of future returns. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.

About Gazit Globe

Gazit Globe is a global real estate company focused on the ownership, development, and management of mixed-use income producing real estate for a variety of uses including commercial, offices and residential in highly populated urban areas in key cities. As of September 30, 2021, the Group held and managed 102 properties covering a built-up area for lease of 2.5 million sq. m with a value of NIS 37 billion.

Additional information available on the Company's website: www.gazitglobe.com.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Atrium in any jurisdiction in contravention of applicable law. For the avoidance of doubt, this announcement does not constitute, and should therefore not be perceived as, an (announcement of a contemplated) public offer under the public offer rules in Austria and / or the Netherlands.

Important notices relating to financial advisers

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