Convening Notice of the Company’s Extraordinary General Meeting to be held on 28 May 2026

EQS-News: CPI PROPERTY GROUP / Key word(s): AGM/EGM Convening Notice of the Company’s Extraordinary General Meeting to be held on 28 May 2026 27.04.2026 / 18:20 CET/CEST The issuer is solely responsible for the content of this announcement.

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CPI PROPERTY GROUP
Société Anonyme
40, rue de la Vallée
L-2661 Luxembourg
R.C.S. Luxembourg B 102254
(the “Company”)
 

CONVENING NOTICE
OF THE COMPANY’S EXTRAORDINARY GENERAL MEETING
TO BE HELD ON 28 MAY 2026

Dear Shareholders,
You are invited to attend the extraordinary general meeting of the shareholders of the Company (the “Meeting”) to be held at the registered office of the Company at 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg, on 28 May 2026 at 10:00 a.m. CEST, in the presence of a Luxembourg notary public, to discuss and to vote on the agenda indicated below.

The Meeting is convened in accordance with article 450-8 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “LCA”) and article 3 of the Luxembourg law dated 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended from time to time, with the following points on the agenda:

AGENDA

1. Decision to decrease the corporate capital of the Company by the amount of one million nine hundred twenty thousand one hundred three euro and nine cents (EUR 1,920,103.09) by means of cancellation of one hundred ninety‑two million ten thousand three hundred nine (192,010,309) ordinary shares having a par value of one euro cent (EUR 0.01) each held in treasury by the Company, with allocation of the reduction proceeds to a reserve (share premium) of the Company which will be available for distribution to the shareholders of the Company in accordance with the LCA. The purpose of this capital decrease is to cancel shares of the Company held in treasury by the Company.
2. Subject to approval of agenda item 1, decision to amend (i) the first paragraph of article 5.1 and (ii) the first paragraph of article 5.2 of the articles of association of the Company to reflect the changes necessary following the approval of agenda item 1.
3. Decision to approve the report issued by the board of directors according to article 420-26 (5) of the LCA, relating to the possibility for the board of directors of the Company to cancel or limit any preferential subscription right of the shareholders upon the increases of capital in the framework of the authorised share capital as mentioned in agenda item 4.
4. Subject to approval of agenda item 3, decision to introduce a new authorised share capital and to set it to an amount of three hundred eighty-eight million five hundred seventy-one thousand four hundred twenty-eight euro and fifty-seven cents (EUR 388,571,428.57) for a period of five (5) years from the date of the general meeting of the shareholders held on 28 May 2026 (or in case of adjourning or reconvening the general meeting because no quorum has been reached, the date of the adjourned or reconvened general meeting) at 23h59 Luxembourg time, which would authorize the issuance of up to thirty-eight billion eight hundred fifty-seven million one hundred forty-two thousand eight hundred fifty-seven (38,857,142,857) new ordinary shares in addition to the shares currently outstanding. Decision to grant to the board of directors of the Company, based on the report drawn up by the board of directors as referred to in Article 420-26 (5) of the LCA, all powers for a period of five (5) years from the date of the general meeting of the shareholders held on 28 May 2026 (or in case of adjourning or reconvening the general meeting because no quorum has been reached, the date of the adjourned or reconvened general meeting) at 23h59 Luxembourg time, in order to carry out capital increases within the framework of the authorised capital under the conditions and methods it will set with the possibility to cancel or limit any preferential subscription right of the shareholders on the issue of new shares to be issued within the framework of the authorised corporate capital, being understood that all financial instruments carrying an entitlement to, or the right to subscribe for, shares issued until the expiry of that period may still be converted or exercised subsequently to that date.
5. Subject to approval of agenda items 3 and 4, decision to amend article 5.2 of the articles of association of the Company to reflect the changes necessary following the approval of agenda items 3 and 4.
6. Decision to (i) increase the aggregate amount of the authorized amount of the beneficiary units (parts bénéficiaires) or instruments convertible into beneficiary units that may be issued by the board of directors of the Company from two billion five hundred million euro (EUR2,500,000,000.-), or the equivalent in any other currency, to three billion five hundred million euro (EUR3,500,000,000.-), or the equivalent in any other currency, (ii) renew the authorization period for the board of directors of the Company to set the terms of and issue beneficiary units, on one or more occasions, up to the increased authorized amount, for a period ending five (5) years from 28 May 2026 (or in case of adjourning or reconvening the general meeting because no quorum has been reached, the date of the adjourned or reconvened general meeting) at 23h59 Luxembourg time, (iii) amend article5.5(a) and the first paragraph of article 5.5(c) of the articles of association of the Company to reflect said renewed authorization period and increased authorized amount and (iv) delegate authority to the board of directors of the Company to issue any such beneficiary units or instruments convertible into beneficiary units up to an aggregate amount of three billion five hundred million euro (EUR 3,500,000,000.-), or the equivalent in any other currency.

 

ATTENDING THE MEETING