EANS-Adhoc

Atrium European Real Estate Limited / Atrium's Independent Committee and Gazit Globe announce proposed merger for EUR3.63 per Atrium share in cash - ATTACHMENT - Seite 2

22.3% premium to the 30-day volume weighted average price (VWAP) to 30 July 2021
(EUR2.97 per share) and a 23.9% premium to the 90-day VWAP to 30 July 2021
(EUR2.93 per share), being the last trading day prior to announcement of the
Initial Proposal.

The Offer Price is to be paid in cash. Prior to the effective date of the
Merger, the Company expects to pay the Special Dividend to all holders of Atrium
shares on the Special Dividend Record Date of EUR0.60 per Atrium Share in
connection with the Merger, provided the Merger is approved by Atrium
shareholders at the EGM (as defined below). The Offer Price payable by Newco
will be reduced by such Special Dividend.

The Independent Committee has received a fairness opinion from UBS AG London
Branch as to the financial terms of the Merger, subject to the terms and
conditions set out therein. Having taken into account the advice received, the
Independent Committee unanimously recommends that Atrium shareholders vote in
favour of the Merger.

Full details of the Merger, including terms and conditions to the implementation
of the Merger, will be set out in a shareholder circular which is expected to be
published by the Company within 4 weeks of this announcement ("Shareholder
Circular").

The Shareholder Circular shall include an expected timetable of principal events
in relation to the Merger and a notice of meeting in respect of an extraordinary
general meeting of shareholders ("EGM") which is expected to take place in
December 2021. The EGM is required to enable Atrium shareholders to consider,
and if thought fit, vote in favour of the resolution to approve the Merger
(amongst other ancillary matters). Subject to the conditions of the merger being
met, including receiving support of the majority of the minority (i.e excluding
Gazit and its affiliates) of Atrium shareholders that vote at the EGM, the
transaction is expected to close in early 2022.

The shares of the Company are currently listed and admitted to trading on the
Amsterdam Stock Exchange and the Vienna Stock Exchange and will be delisted from
both stock exchanges after the effective date of the Merger.

A more detailed announcement will be published and made available on the
Company's website shortly after this announcement.

Further information:
Doron Lavi Segelson: [e-mail]

Press & Shareholders:
FTI Consulting Inc.: [phone]
Richard Sunderland/Claire Turvey/Ellie Sweeney/Andrew Davis:
[e-mail] [[e-mail]]

About Atrium European Real Estate
Atrium is a leading owner, operator and redeveloper of shopping centres and