. S V . U N T rs C e t E n e C SP a O z a l PR P Plaza Centers N.V. Prospectus October 2006 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult a person authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) or the Dutch Act on the supervision of the securities trade 1995 (Wte 1995) who specialises in advising on the acquisition of shares and other securities. This document, which comprises a prospectus relating to the Company, has been approved by and filed with the Netherlands Authority for the Financial Markets (the Stichting Autoriteit Financi¨ele Markten (‘‘AFM’’)). The Company has requested that the AFM provide the competent authority in the United Kingdom, the UK Listing Authority, with a certificate of approval attesting that the prospectus has been drawn up in accordance with the Wte 1995 and related regulations which implement Directive 2003/71/EC (the ‘‘Prospectus Directive’’) in Dutch law (‘‘Notification’’). The Company may request that the AFM provide the Notification to competent authorities in additional Member States within the European Economic Area. The Offer Shares have not been and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offer or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Company and its Directors, whose names appear in Part V of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and its Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts stated in it and does not omit anything likely to affect the import of such information. Application has been made to the UK Listing Authority for the whole of the Ordinary Shares in issue and to be issued pursuant to the Offer, to be admitted to the Official List of the UK Listing Authority (‘‘Admission’’) and to London Stock Exchange plc for such shares to be admitted to trading on its main market for listed securities. Conditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 27 October 2006. It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares will commence on the Official List on 1 November 2006. Dealings on the London Stock Exchange before Admission will only be settled if Admission takes place. All dealings before the commencement of unconditional dealings will be of no effect if Admission does not take place and such dealings will be at the sole risk of the parties concerned. Although the whole text of this document should be read, the attention of persons receiving this document is drawn, in particular, to the section headed ‘‘Risk Factors’’ contained in Part II of this document. All statements regarding the Group’s business, financial position and prospects should be viewed in light of the risk factors set out in Part II of this document. PLAZA CENTERS N.V. (incorporated and registered in The Netherlands with company registration number 33248324) Offer of up to 85,714,286 Ordinary Shares of g0.01 each at 180 pence per Ordinary Share and Admission of up to 285,714,286 Ordinary Shares to the Official List and to trading on the London Stock Exchange UBS Investment Bank Sponsor and Sole Bookrunner Bridgewell Limited Lead manager EXPECTED SHARE CAPITAL IMMEDIATELY FOLLOWING ADMISSION Authorised Issued and Fully Paid Nominal Nominal value Number value Number A10,000,000 1,000,000,000 Ordinary Shares of B0.01 each A2,857,142.86 285,714,286 The new Ordinary Shares to be issued pursuant to the Offer will, upon Admission, rank equally in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after Admission. The new Ordinary Shares are not being made generally available to the public in conjunction with the Offer. All references to the Ordinary Shares shall be deemed, where the context so permits, to be or include references to the Depositary Interests. Up to 85,714,286 Ordinary Shares are being offered by the Company in the Offer. The Ordinary Shares are only being offered to certain institutional investors in the United Kingdom and the rest of the world (excluding the Prohibited Territories) by way of the Offer. UBS has been appointed as sponsor to the Company. In accordance with the Listing Rules, UBS has come to the reasonable opinion that the Directors have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the Company, that the Company has satisfied all requirements of the relevant Listing Rules, that the Directors have established procedures which enable the Company to comply with the Listing Rules, the disclosure rules (in accordance with section 73A(3) of the Financial Services and Markets Act 2000), the Wte 1995 and the Dutch Disclosure Act and the Directors have a reasonable basis on which to make the working capital statement in Part X of this document. No liability whatsoever is accepted by UBS for the accuracy of any information or opinions contained in this document or for the omission of any material information. The new Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the ‘‘Securities Act’’) and may not be offered or sold, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Certain new Ordinary Shares are being offered (a) in the United States to qualified institutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A (‘‘Rule 144A’’) under the Securities Act and (b) outside the United States in offshore transactions in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act. In connection with the Offer, UBS (or any agent or other person acting for UBS), as Stabilising Manager, may over-allot or effect transactions intended to enable it to satisfy any over-allocations or which stabilise, maintain, support or otherwise affect the market price of the Ordinary Shares at a level higher than that which might otherwise prevail for a period of 30 days after the announcement of the Offer Price. However, there is no obligation on UBS, or any agent acting for UBS, to do this. Such transactions may be effected on the London Stock Exchange and any other securities market, over the counter market, stock exchange or otherwise. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end 30 days after the announcement of the Offer Price. Save as required by law, UBS do not intend to disclose the extent of any over-allotments and/or stabilisation transactions under the Offer or the amount of any long or short positions it may take. In connection with the Offer, the Company has granted UBS the Over-allotment Option, exercisable for 30 days after the date of announcement of the Offer Price, to make available up to 8,571,428 additional Ordinary Shares (equivalent to 10% of the Offer Shares) at the Offer Price to cover any over-allotments, if any, made in connection with the Offer and short positions resulting from stabilisation transactions. UBS, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sole bookrunner to the Offer and sponsor in connection with Admission. UBS is advising the Company and no-one else in connection with the Offer and UBS will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Offer, the contents of this document, any transaction or arrangement referred to herein or Admission. In connection with the Offer, UBS and any of its affiliates, acting as investors for their own accounts, may take up Ordinary Shares in the Offer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal in for their own accounts such securities and any other securities of the Company or related investments and may offer or sell such securities or other investments other than in connection with the Offer. Accordingly, references in this document to the Ordinary Shares being issued, offered, subscribed, acquired or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by UBS and any of its affiliates acting as an investor for their own accounts. UBS does not intend to disclose the extent of any such investments or transactions other than in accordance with any legal or regulatory obligation to do so. This document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, Ordinary Shares in any jurisdiction in which such an offer, invitation or solicitation is unlawful and this document is not for distribution in or into the Prohibited Territories.