DGAP-News

CPI PROPERTY GROUP - TERMS AND CONDITIONS OF A BUY-BACK OFFER BY THE COMPANY

DGAP-News: CPI PROPERTY GROUP / Key word(s): Share Buyback CPI PROPERTY GROUP - TERMS AND CONDITIONS OF A BUY-BACK OFFER BY THE COMPANY 16.02.2021 / 08:14 The issuer is solely responsible for the content of this announcement. CPI PROPERTY GROUP Société Anonyme 40, rue de la Vallée L-2661 Luxembourg R.C.S. Luxembourg B 102254 (hereinafter the "Company" or "CPIPG")

TERMS AND CONDITIONS OF A BUY-BACK OFFER BY THE COMPANY

I. Introduction

On 28 May 2020, the shareholders of the Company approved the terms of a share buy-back programme enabling the Company to repurchase up to 1,000,000,000 shares of CPIPG (the "Programme") in accordance with the provisions of article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the "1915 Law"), and have authorized the board of directors of the Company (the "Board") to implement such Programme in one or several steps.

On the basis of such authorization, the Board has decided on 15 February 2021, to proceed to a buy-back of certain shares of the Company under the Programme, the terms of which are set forth hereafter (the "Offer"). It is intended that the shares acquired by the Company within the Offer will be cancelled afterwards through a share capital reduction.

II. Conditions of the Offer

Shares concerned: CPIPG shares - both listed (ISIN LU0251710041) and unlisted shares. Only fully paid-up shares may be repurchased and such shares must not be subject to any Encumbrance. For the purposes of this Offer, "Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement having similar effect.

Participating shareholder: only shareholders holding CPIPG shares on 12 February 2021 at 23:59 (CET time) can participate to the Offer.

Conditions of the Offer (the "Conditions"): The Company is willing to repurchase in the context of the Offer a maximum number of up to 650,000,000 CPIPG shares. Shareholders have the ability to present all or part of their shares to the Offer and must indicate the precise number of shares they present to the Offer in their respective Participation Forms (as defined below).