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CPI PROPERTY GROUP - TERMS AND CONDITIONS OF A BUY-BACK OFFER BY THE COMPANY - Seite 2

If the total number of shares indicated in all Participation Forms (as defined below) exceeds the 650,000,000 shares that the Company is willing to repurchase in the context of the Offer, then the final number of CPIPG shares that the Company will repurchase in the context of the Offer from the shareholders who choose to participate in the Offer (the "Participating Shareholders") shall be calculated on a pro rata basis between the Participating Shareholders, according to the number of CPIPG shares held on 12 February 2021 at 23:59 (CET time) by the Participating Shareholders and within the limit of their respective Participation Form. Thus, the Company may then repurchase fewer shares than the number the Participating Shareholders indicated in their respective Participation Form. This could occur where the total number of shares indicated in all Participation Forms exceeds the 650,000,000 shares that the Company is willing to repurchase in the context of the Offer. In this case, the Participating Shareholders will nonetheless still be obliged to sell to the Company the number of shares that will be calculated by the Company for each Participating Shareholder by applying the pro rata rule mentioned above.

If upon application of the above pro rata rule the number of shares that a Participating Shareholder is entitled to sell to the Company is not a whole number of shares, then such number of shares shall be rounded down to the nearest whole number of shares. Then, as a result of the application of the above pro rata rule, the Company may finally repurchase fewer than 650,000,000 shares.

The Offer is also conditional to a minimum number of 100,000,000 CPIPG shares being presented to the Offer. If such threshold is not reached, the Offer shall be deemed cancelled and the Company shall have no obligation to repurchase the CPIPG shares presented to the Offer.

Price for the shares: The Company proposes to pay a price of EUR 0.616 (zero point six hundred sixteen Euros) per share presented to the Offer. Price for the shares shall be paid in cleared funds on the bank account indicated by the Participating Shareholder in the Participation Form mentioned below.

III. Participation to the Offer

All shareholders wishing to participate to the Offer must send back to the Company the participation form available on the Company website (the "Participation Form"). The Participation Form must include the number of shares a Participating Shareholder tenders in the Offer. The Participation Form must be accompanied by a proof of shareholding indicating the identification details and the exact number of the Company shares held by the Participating Shareholder on 12 February 2021 at 23:59 (CET time). The Participating Form shall be issued by the bank, professional securities' depositary or financial institution where the shares are on deposit. No proof of shareholding is needed for shares that are only recorded in the shareholders register of the Company. By signing such Participation Form and subject to the satisfaction of the Conditions, the Participating Shareholders already agree to enter into a standard share transfer agreement for the repurchase of their shares presented to the Offer.