PLAZA CENTERS N.V. - PROPOSED PAYMENT OF CONSENT FEE TO NOTEHOLDERS

POLISH FINANCIAL SUPERVISION AUTHORITY

UNI - EN REPORT No 48 / 2016

Date of issue: 2016-11-17

Short name of the issuer

PLAZA CENTERS N.V.

Subject

PROPOSED PAYMENT OF CONSENT FEE TO NOTEHOLDERS

Official market - legal basis

Unofficial market - legal basis

Contents of the report:

Further to the Company's announcement on 7 November 2016 regarding a proposed amendment to an early prepayment term under the restructuring plan (the "Proposed Amendment"), the Company announces that as part of the approval of the Proposed Amendment by holders of the Company's Series A Notes, Series B Notes and Polish notes (collectively, the "Notes"), and subject to such approval, the Company will pay on 31 March 2018 a one-time consent fee in the amount of Circa €488,000 (which is equal to 0.25% from the Company's outstanding debt under the Notes) (the "Consent Fee"). The Consent Fee shall be paid to the Company's Noteholders on a pro rata basis. The Company expects to publish the revised deeds of trust for the Series A and Series B Notes to reflect the payment of the Consent Fee, within the next few days. The Company has today made available on its website a Company presentation for the forthcoming Noteholders meeting. A full copy of the presentation is available to view on Plaza’s website at: http://www.plazacenters.com/index.php?p=company_presentation For further details, please contact: Plaza Dori Keren, Acting CEO [phone] FTI Consulting Dido Laurimore/ Claire Turvey/ Tom Gough [phone] Notes to Editors Plaza Centers N.V. (www.plazacenters.com) is an emerging markets developer of shopping and entertainment centres. It focuses on constructing new centres and, where there is significant redevelopment potential, redeveloping existing centres in both capital cities and important regional centres. The Company is listed on the Main Board of the London Stock Exchange, as of 19 October 2007, on the Warsaw Stock Exchange (LSE:”PLAZ”, WSE: “PLZ/PLAZACNTR”) and, on the Tel Aviv Stock Exchange. Plaza Centers N.V. is an indirect subsidiary of Elbit Imaging Ltd. (“EI”), an Israeli public company whose shares are traded on both the Tel Aviv Stock Exchange in Israel and on the NASDAQ Global Market in the United States. Plaza Centers has been active in real estate development in emerging markets for over 20 years.

Annexes

File Description

16 11 16_ Payment of consent fee to Noteholders_draft2.pdf

PLAZA CENTERS N.V.

(fullname of the issuer)

PLAZA CENTERS N.V. Budownictwo (bud)

(short name of the issuer) (sector according to clasification of the WSE in Warsow)

1016EA Amsterdam

(post code) (city)

Keizergracht 241

(street) (number)

(phone number) (fax)

(e-mail) (web site)

(NIP) (REGON)

SIGNATURE OF PERSONS REPRESENTING THE COMPANY

Date Name Position / Function Signature

2016-11-17 Dori Keren Acting CEO