Grand City Properties S A : Supplement dated 22 May 2024

SUPPLEMENT DATED 22 MAY 2024 TO THE

OFFERING CIRCULAR DATED 7 SEPTEMBER 2023

Grand City Properties S.A.

(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 37, Boulevard Joseph II, L-1840 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés) under number B165560)

€10,000,000,000

Euro Medium Term Note Programme

This Supplement (the "Supplement") to the Offering Circular dated 7 September 2023, as supplemented on 24 November 2023 (as so supplemented, the "Offering Circular") which comprises a base prospectus for the purposes of the Prospectus Regulation constitutes a supplement to the prospectus for the purposes of Article 8 (10) and Article 23 (1) of the Prospectus Regulation and is prepared in connection with the €10,000,000,000 Euro Medium Term Note Programme established by Grand City Properties S.A. (the "Issuer"). Terms defined in the Offering Circular have the same meaning when used in this Supplement. When used in this Supplement, "Prospectus Regulation" means Regulation (EU) 2017/1129.

This Supplement has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under the Prospectus Regulation. The Central Bank only approves this Supplement as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of the Offering Circular and investors should make their own assessment as to the suitability of investing in the Notes.

This Supplement is supplemental to, and should be read in conjunction with, the Offering Circular and any other supplements to the Offering Circular issued by the Issuer.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer, the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (b) any other statement in or incorporated by reference in the Offering Circular, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Offering Circular which may affect the assessment of any Notes since the publication of the Offering Circular.

Purpose of the Supplement

The purpose of this Supplement is to (i) incorporate by reference the auditors' report and audited consolidated annual financial statements for the financial year ended 31 December 2023, (ii) incorporate by reference the unaudited condensed interim consolidated financial statements of the Issuer as at and for the

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three month period ended 31 March 2024, (iii) make certain amendments to the risk factors and disclosure relating to Alternative Performance Measures, (iv) make certain amendments to the section "General Information" in the Offering Circular, (v) make certain amendments to the last page of the Offering Circular,

1. make certain amendments to the section "Risk Facotrs" in the Offering Circular and (vii) make certain amendments to the section "Description of the Issuer" in the Offering Circular.

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Auditors' report and audited consolidated annual financial statements for the financial year ended 31 December 2023

On 13 March 2024, the Issuer published its auditors' report and audited consolidated annual report for the financial year ended 31 December 2023 (the "2023 Financial Statements") on its website at: https://www.grandcityproperties.com/grandcityproperties.com/Data%20Objects/Downloads/Financial%20Re ports/FY%202023%20Financials/GCP_FY_2023.pdf). By virtue of this Supplement, the 2023 Financial Statements are incorporated in, and form part of, the Offering Circular including the information set out at the following pages in particular:

Board of Directors' Report	Pages 6 - 137
EPRA Performance Measures	Pages 117 - 127
Alternative Performance Measures	Pages 128 - 135
Report of the Réviseur d'Enterprises Agréé (Independent auditor)	Pages 208 - 211
Consolidated Statement of Profit or Loss	Page 144
Consolidated Statement of Other Comprehensive Income	Page 145
Consolidated Statement of Financial Position	Pages 146 - 147
Consolidated Statement of Changes in Equity	Pages 148 - 149
Consolidated Statement of Cash Flows	Pages 150 - 151
Notes to the Consolidated Financial Statements	Pages 152 - 206

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Condensed Interim Consolidated Financial Statements as at and for the three month period ended 31 March 2024

On 16 May 2024, the Issuer published its unaudited condensed interim consolidated financial statements as at and for the three-month period ended 31 March 2024 (the "Q1 2024 Financial Statements") on its

websiteat: https://www.grandcityproperties.com/grandcityproperties.com/Data%20Objects/Downloads/Financial%20Re ports/Q1%202024%20Financials/GCP%20Q1%202024.pdf). By virtue of this Supplement, the Q1 2024 Financial Statements are incorporated in, and form part of, the Offering Circular including the information set out at the following pages in particular:

Board of Directors' Report	Pages 5 to 37
Alternative Performance Measures	Pages 32 to 36
Condensed Interim Consolidated Statement of Profit or Loss	Page 40
Condensed Interim Consolidated Statement of Comprehensive	Page 41
Income
Condensed Interim Consolidated Statement of Financial Position	Pages 42 to 43
Condensed Interim Consolidated Statement of Changes in Equity	Pages 44 to 45
Condensed Interim Consolidated Statement of Cash Flows	Pages 46 to 47
Condensed Notes to the Interim Consolidated Financial Statements	Pages 48 to 54

Copies of all documents incorporated by reference in the Offering Circular will be available for viewing on the website of the Issuer at https://www.grandcityproperties.com/investor-relations/.

Risk Factors

The risk factors set out in the section entitled "Risk Factors" shall be amended as set out in Schedule 1 to this Supplement.

Description of the Issuer

The Issuer description set out in the section entitled "Description of the Issuer" shall be amended as set out in Schedule 2 to this Supplement.

Alternative Performance Measures

By virtue of this Supplement, the following paragraphs shall be deemed to be inserted immediately at the end of the section entitled "Alternative Performance Measures" on page 75 of the Offering Circular:

According to the ESMA Guidelines on Alternative Performance Measures ("APMs"), the Issuer considers the following information presented in the Q1 2024 Financial Statements and the 2023 Financial Statements as APMs: Adjusted EBITDA, FFO I (Funds from Operations I) and FFO I per share, FFO II (Funds from Operations II), AFFO (Adjusted Funds from Operations), Rental Yield, Rent Multiple, LTV (Loan-to- Value), Equity Ratio, Unencumbered Assets Ratio, Net Debt to EBITDA, Net Debt to EBITDA including Perpetual Notes, ICR (Interest Coverage Ratio), DSCR (Debt Service Coverage Ratio), EPRA Earnings and

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EPRA Earnings per share, EPRA NRV (EPRA Net Reinstatement Value) and EPRA NRV per share, EPRA NTA (ERPA Net Tangible Assets) and EPRA NTA per share, EPRA NDV (EPRA Net Disposal Value) and EPRA NDV per share, EPRA NIY (EPRA Net Initial Yield), EPRA 'Topped-Up' NIY (EPRA 'Topped-Up' Net Initial Yield), EPRA Vacancy Rate, EPRA Cost Ratios, EPRA Capital Expenditure and EPRA LTV (EPRA Loan-to-Value).

For the definitions of certain of these APMs, please see pages 32 to 36 of the Q1 2024 Financial Statements and pages 128 to 135 of the 2023 Financial Statements.

For a reconciliation of certain of these APMs, their components as well as their basis of calculation, see the following pages of the Q1 2024 Financial Statements and of the 2023 Financial Statements:

Q1 2024 Financial Statements

2023 Financial Statements

Page 32	Adjusted EBITDA
Page 32	FFO I and FFO I per share
Page 32	FFO II
Page 33	AFFO
Page 33	Rental Yield
Page 33	Rent Multiple
Page 33	LTV
Page 34	Equity Ratio
Page 34	Unencumbered Assets Ratio
Page 34	Net Debt to EBITDA and Net Debt
	to EBITDA including Perpetual
	Notes
Page 34	Interest Coverage Ratio (ICR)
Page 34	Debt Service Coverage Ratio
	(DSCR)
Page 35	EPRA NRV and EPRA NRV per
	share
Page 35	EPRA NTA and EPRA NTA per
	share
Page 36	EPRA NDV and EPRA NDV per
	share
Page 36	EPRA LTV
Page 128	(Adjusted EBITDA)
Page 128	(FFO I and FFO I per
	share)
Page 128	(FFO II)
Page 129	(AFFO)
Page 129	(Equity Ratio)
Page 129	(Rental Yield and Rent
	Multiple)
Page 129	(LTV)
Page 130	(Unencumbered Assets
	Ratio)
Page 130	(Net Debt-to-EBITDA and
	Net Debt-to-EBITDA

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	including Perpetual Notes)
Page 131	(Interest Cover Ratio
	(ICR) and Debt Service
	Cover Ratio (DSCR))
Page 131	(EPRA NRV and EPRA
	NRV per share)
Page 131	(EPRA NTA and EPRA
	NTA per share)
Page 132	(EPRA NDV and EPRA
	NDV per share)
Page 132	(EPRA Earnings and
	EPRA Earnings per share)
Page 133	(EPRA LTV)
Page 134	(EPRA NIY)
Page 134	(EPRA 'Topped-Up' NIY)
Page 134	(EPRA Vacancy)
Page 134	(EPRA Cost Ratios)
Page 135	(EPRA Capital
	Expenditure)

General Information

The second paragraph under the heading "Listing of Notes" on page 249 of the Offering Circular shall be deemed to be updated and superseded with the following paragraph:

"Matheson LLP is acting solely in its capacity as listing agent for the Issuer (and not on its own behalf) in connection with the application for admission of the Notes to the Official List and to trading on the Euronext Dublin Regulated Market."

The paragraph under the heading "Auditors" on page 250 of the Offering Circular shall be deemed to be updated and superseded with the following paragraph:

"The approved independent auditor of the Issuer is KPMG Audit S.à r.l., société à responsabilité limitée (formerly KPMG Luxembourg SA, société anonyme) ("KPMG"), who has audited the Issuer's accounts, without qualification, in accordance with IFRS for each of the two financial years ended on 31 December 2022 and 31 December 2023. The auditor of the Issuer has no material interest in the Issuer. KPMG is a member of the Institut des Réviseurs d'Entreprises. The reports of the auditor of the Issuer are included or incorporated in the form and context in which they are included or incorporated, with the consent of the relevant auditor who has authorised the contents of that part of the Offering Circular."

The paragraph under the heading "Significant Change in the Financial Performance or Position" on page 251 of the Offering Circular shall be deemed to be updated and superseded with the following paragraph:

"There has been no significant change in the financial performance or position of the Issuer or the GCP Group since 31 March 2024."

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The paragraph under the heading "Trend Information" on page 251 of the Offering Circular shall be deemed to be updated and superseded with the following paragraph:

"There has been no material adverse change in the prospects of the Issuer since 31 December 2023."

Last Page

The section entitled "Listing Agent" on page 253 of the Offering Circular shall be deemed to be updated and superseded with the following:

"

LISTING AGENT

Matheson LLP

70 Sir John Rogerson's Quay

Dublin 2

Ireland

D02 R296

"

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SCHEDULE 1

AMENDMENTS TO THE RISK FACTORS

The risk factors set out in the Offering Circular in the Section entitled "Risk Factors" on pages 17 to 70 of the Offering Circular shall be amended as follows:

1. The sub-sectionentitled "The GCP Group is dependent on demographic and economic developments in Germany and regional market conditions in areas where its properties are primarily located, in particular in North Rhine-Westphalia, Berlin and the metropolitan areas of Dresden/Leipzig/Halle as well as in London." of the section "Risks Relating to the Real Estate Market" on pages 17 to 19 of the Offering Circular shall be deleted and replaced with the following:

"The GCP Group is dependent on demographic and economic developments in Germany and regional market conditions in areas where its properties are primarily located, in particular in North Rhine-Westphalia, Berlin and the metropolitan areas of Dresden/Leipzig/Halle as well as in London.

The Issuer is a specialist real estate company focused on investing in and managing value-add opportunities predominantly in densely populated areas in the German residential real estate market as well as in London. As of 31 December 2023, the GCP Group's portfolio, excluding assets held for sale properties and properties under development, comprised 63,303 units primarily located in North Rhine-Westphalia ("NRW"), Germany's largest federal state and the cities of Berlin, Dresden, Leipzig, Halle, Nuremberg, Munich, Mannheim, Frankfurt, Mainz, Bremen, Hamburg and London. By fair value, the GCP Group holds 21% of its portfolio in NRW, 23% in Berlin and 14% in Dresden, Leipzig and Halle as well as significant holdings in other major cities such as Mannheim, Frankfurt and Mainz, Nuremberg-Fürth, Munich, Bremen and Hamburg in Germany and 19% in London in the UK. Accordingly, the GCP Group's business activities are affected by numerous demographic, economic and political factors. In particular, the economic developments in and related to the residential property market in Germany and in its regional sub-markets are of significant importance for the GCP Group's business and future prospects. These developments play a decisive role in determining property prices, rent levels, turnover and vacancy rates and may vary significantly across Germany and within regional sub-markets.

As of the date of this Offering Circular, numerous factors are contributing to considerable economic uncertainty. The Russian military invasion of Ukraine on 24 February 2022 has already had a negative effect on both European and global markets and led to a high degree of uncertainty (see also "The GCP Group's business may be negatively affected by the geopolitical situation involving Russia and Ukraine.").

In addition, the outbreak and continuing repercussions of the COVID-19 pandemic in 2020 have continued to negatively impact the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets, and increased unemployment levels (see also "Risks related to the COVID-19pandemic."). In Europe, the most recent changes to monetary policy, renewed doubts about the future of the Eurozone, political uncertainty arising from populist movements, insufficient deleveraging in the private and public sectors, a halt in implementing structural and financial reforms, and an elevated level of political uncertainty could adversely affect the GCP Group's operations.

In Germany, an aging society and other demographic changes are expected to reduce the size of the overall population. At the same time, the number of households is expected to increase while the average household size is expected to decrease. Therefore, a population decline might not have a significant influence on the demand for residential real estate in general if there are sufficient offsetting increases in the number of households and/or the amount of space required per person. However, the number of households and the amount of space required per person might not increase to the extent projected or at all. In addition, if the population begins to decline at a faster rate than expected, and the number of households and average amount of space required per person does not increase or increases more slowly than expected, demand for residential units may decline.

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Demographic forecasts for large and fast-growing cities in Germany deviate from forecasts for less densely populated areas, and it is expected that the demographics of urban and rural areas will continue to grow further apart. A declining population in rural areas will likely result in decreased demand in the respective housing markets and in an oversupply of housing. This trend of high vacancies affects cities and municipalities in the eastern part of Germany as well as regions in the western part facing structural problems. Conversely, it is expected that big cities in Germany will continue to attract national and international migration. In these areas, the number of households could grow significantly in the medium term due to population gains and the trend towards smaller household sizes.

A decline in the population in the markets in which the GCP Group holds properties, which is not counterbalanced by a rising number of households or an increase of the average amount of space needed, would lead to lower demand, and, as a result, may adversely affect the GCP Group's ability to achieve higher occupancy rates and average rent levels. Economic developments, such as local employment conditions in these locations, or in case of a significant decline of the income or liquidity situation of the respective tenants, may also lead to losses with respect to rental income. In addition to the loss of rent, the GCP Group could also be exposed to increased vacancies. In such circumstances the GCP Group may not be able to re-let the properties on attractive terms or might only be able to do so after making additional investment.

In terms of fair value, approximately 44% of the GCP Group's properties held as of 31 December 2023 were located in NRW and Berlin. Thus, there is also a dependence on the general macroeconomic developments of these regions. The economic conditions throughout NRW differ substantially from region to region. For example, the Ruhr region is still facing structural challenges following the decline of the coal and steel industry, while the neighbouring Rhineland is one of the strongest economic areas in Germany. Berlin also faces challenges to the economic and demographic developments in certain parts of the city. The same applies to other densely populated areas in Germany. Approximately 19% of the GCP Group's properties were located in London as of 31 December 2023 and include mainly newly built and renovated units as well as social housing units. The economic climate in London is dependent not only on the broader economic developments in the UK, but also on economic developments in the EU as well as the eventual outcome of the withdrawal of the UK from the European Union (see "The withdrawal of the United Kingdom from the European Union may cause significant political and economic uncertainty in the European Union, potentially limiting access to debt and equity financing for the GCP Group and resulting in defaults by the GCP Group's counterparties."). Thus, the GCP Group is not only dependent on general economic and demographic developments in Germany, but also on the particular circumstances in the other regions and areas where the GCP Group's properties are located.

While the GCP Group has taken steps to absorb the effects of the expected changing economic and demographic conditions, in particular through the repositioning of units, as well as the targeted modernisation of its properties to comply with the expectations of its tenants, the GCP Group may nevertheless be negatively affected by unfavourable economic and demographic developments in Germany, or in the regional sub-markets and other areas where its properties are located.

These economic and demographic developments have an impact on the demand for properties owned by the GCP Group, rent levels and the solvency of its tenants. Thus, these factors have a significant impact on vacancy levels, results from operations of the GCP Group and the value of its properties. Negative developments in the indicators discussed above, the dependency of the GCP Group on macro-economic factors beyond its control and any misjudgement, miscalculation or failure or inability to react to such developments may have a material adverse effect on the business, net assets, cash flows, financial condition, results of operations and prospects of the GCP Group."

1. The sub-sectionentitled "The GCP Group's business may be negatively affected by the geopolitical situation involving Russia and Ukraine" of the section "Risks Relating to the Real Estate Market" on page 19 of the Offering Circular shall be deleted and replaced with the following:

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"The GCP Group's business may be negatively affected by the geopolitical situation involving Russia and

Ukraine.

The Russian military invasion of Ukraine on 24 February 2022 ("Russia-UkraineWar") has already had a negative effect on both European and global markets and led to a high degree of uncertainty. The further development of the Russia-Ukraine War as well as its long-term repercussions on the global economy and markets are still unclear and may result in a severe decline in growth of the overall economy. The sanctions imposed against Russia have resulted in a significant disruption of gas supplies to the EU and could lead to further unpredictable reactions from Russia. Germany has made efforts to replace Russian gas with other sources of gas. However, this has resulted in a significant increase in gas and energy prices in Germany and could result in shortages of energy supplies. This may further contribute to the currently high levels of overall inflation, a decline of the overall economy and widespread unemployment.

Although the GCP Group is not directly impacted by the Russia-Ukraine War, as neither its portfolio nor its operations have direct exposure to Ukraine or Russia, inflationary pressures have increased, specifically heating and energy costs, which could have an impact on the operating costs of the GCP Group. Such pressures may also have an impact on the ability of the GCP Group's tenants to pay rent and/or for the GCP Group to recover expenses from tenants. Furthermore, higher levels of inflation have impacted bond yields, while increased volatility in the capital markets have reduced the GCP Group's ability to raise capital at attractive prices, resulting in an increase in its cost of capital and potentially limiting its growth opportunities.

The large number of refugees entering Germany and the European Union is likely to result in increased strain on the residential real estate market in Germany. This may further exacerbate the supply and demand mismatch, increase political pressure for home construction and lead to higher utilisation of already limited construction capacity, which may result in increased construction costs and delays, particularly in the event of a prolonged Russia-Ukraine War. The full impact of the Russia-Ukraine War are currently still unclear and will depend significantly on its duration and final outcome as well as the distribution of refugees across the European Union.

Continued escalation may result in other countries joining the conflict and at this stage the Issuer is unable to assess the full impact of such a scenario on the GCP Group, and the likelihood of its occurrence."

1. The sub-sectionentitled "An increase in interest rates could have a material adverse effect on the real estate markets in which the GCP Group operates." of the section "Risks Relating to the Real Estate Market" on pages 20 to 21 of the Offering Circular shall be deleted and replaced with the following:

"An increase in interest rates could have a material adverse effect on the real estate markets in which the GCP

Group operates.

The low interest rate environment over the past decade has generally benefitted the Eurozone economies and supported the demand for real estate, including commercial and residential real estate, due to the resulting availability of inexpensive financing. The benign interest rate environment has also had a positive impact on real estate valuations, as it tends to result in an increase of the value of future cash flows. As inflation levels rose through the disruption of supply chains and the Russia-Ukraine War in early 2022, the European Central Bank raised interest rate levels numerous times in 2022 and 2023 to a rate of 4.5%, increasing the deposit facility rate to 4.0% as of September 2023, whereas prior to July 2022 the deposit facility rate had been negative since 2014. This is expected to lead to a rise in interest rates in Germany and throughout the Eurozone and could result in a decrease in the attractiveness of real estate investments, resulting in lower demand for real estate and broad declines in real estate valuations, among other effects. This could further lead to an increased default on loan repayments, which could also cause banks to increase their interest rates. An increase in interest rates could adversely impact the GCP Group's business in a number of ways, including:

• The discount rate used to calculate the value of the GCP Group's properties recorded on the Issuer's balance sheet in accordance with International Accounting Standard ("IAS") IAS 40 tends to increase in an environment of rising interest rates, which in turn could result in the GCP Group's properties having a lower fair value. For more information, see: "The GCP Group may not be able to extend its existing credit

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