31/05/2025 - CPI Property Group SA: CPI Property Group – EGM 4 June 2025 Updated Draft Resolutions

CPI PROPERTY GROUP

Société Anonyme 40, rue de la Vallée L-2661 Luxembourg

R.C.S. LUXEMBOURG B 102254

(the "Company")

Dear Shareholders,

Please find below updated draft resolutions that will be proposed to the shareholders at the extraordinary general meeting of the shareholders of the Company (the "Meeting") to be held in front of a Luxembourg notary public at the registered office of the Company, 40, rue de la Vallée, L-2661 Luxembourg, on 4 June 2025 at 14:00 CEST, to discuss and to vote on the agenda (the "Agenda") indicated below.

This update relates to a minor non-material amendment in relation to the proposed resolution on agenda item 3. More precisely, the first paragraph of the new article 5.5 e) of the articles of association of the Company shall henceforth read as follows (amendments to the previously published proposed resolution underlined below):

"e) Form, recording and transfer of beneficiary units

As promptly as possible after the issuance of any beneficiary units, the number of beneficiary units issued shall be recorded in the articles of association of the Company by amending article 5.5 b) without the requirement of any shareholder approval or approval of the Board of Directors. Article 5.5 b) shall be amended to reflect the exact number of beneficiary units and the nominal value of beneficiary units at any given time, including, where applicable, the series or tranches of beneficiary units as a result of the conversion of a specific series of Conversion Instruments along with the use of the appropriate currency. For instance, for illustration, if the Company issues Conversion Instruments denominated "Euro denominated Type A Subordinated Notes Callable in 2030", article 5.5 b) shall be amended, after their conversion into beneficiary units, to reflect such number of "Euro denominated Type A Beneficiary Units Callable in 2030", having a nominal value of [amount and currency] each, and so forth with respect to any kind of Conversion Instruments converted into beneficiary units."

To avoid doubt, the change of reference from "Type B Subordinated Notes" to "Type A Subordinated Notes" is made for commercial and marketing reasons and does not impact the terms and conditions applicable to such notes.

In summary, the Agenda of the Meeting remains unchanged and is the following:

AGENDA

1. Decision to decrease the corporate capital of the Company by the amount of one million eight hundred twenty-nine thousand one hundred eighty-seven euro and sixty-six cents (EUR 1,829,187.66) by means of cancellation of one hundred eighty-two million nine hundred eighteen thousand seven hundred sixty-six (182,918,766) shares 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 the articles of association of the Company to reflect the changes necessary following the approval of agenda item 1.

3. Decision (i) to amend the articles of association of the Company to provide for the terms of the issuance by the Company of beneficiary units (parts bénéficiaires), including the issuance of instruments convertible into beneficiary units, as well as the rights for an extraordinary general meeting of the shareholders of the Company to delegate authority to the Company's board of directors to issue such beneficiary units or instruments convertible into beneficiary units, and (ii) to delegate authority to the Company's board of directors to issue any such beneficiary units or instruments convertible into beneficiary units up to an aggregate amount of two billion five hundred million euro (EUR 2,500,000,000.-), or the equivalent in any other currency.

UPDATED PROPOSED RESOLUTIONS

1. Decision to decrease the corporate capital of the Company by the amount of one million eight hundred twenty-nine thousand one hundred eighty-seven euro and sixty-six cents (EUR 1,829,187.66) by means of cancellation of 182,918,766 shares 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.

   Proposed resolution:

   The Meeting resolves to decrease the corporate capital of the Company by the amount of EUR 1,829,187.66 so as to reduce it from its current amount of EUR 86,195,227.91 down to the amount of EUR 84,366,040.25 by means of cancellation of one hundred eighty-two million nine hundred eighteen thousand seven hundred sixty-six (182,918,766) shares 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 Meeting acknowledged that in accordance with the LCA, such reserve will only be available for distribution after the expiry of a period of 30 days following the publication of the minutes of the Meeting in the Luxembourg Recueil Electronique des Sociétés et Associations.

2. Subject to approval of agenda item 1, decision to amend the articles of association of the Company to reflect the changes necessary following the approval of agenda item 1.

   Proposed resolution:

   The Meeting resolves 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, which shall henceforth read as follows:

   "ARTICLE 5:

   1. Issued Share Capital:

      The corporate capital is fixed at eighty-four million three hundred sixty-six thousand forty Euros and twenty-five cents (EUR 84,366,040.25), represented by eight billion four hundred thirty-six million six hundred and four thousand twenty-five (8,436,604,025) ordinary shares having a par value of one eurocent (EUR 0.01) each (the "shares").

      […]

   2. Authorised capital:

   In addition to the issued and subscribed corporate capital of eighty-four million three hundred sixty-six thousand forty Euros and twenty-five cents (EUR 84,366,040.25), the Company also has an authorised, but unissued and unsubscribed share capital set at three billion eight-hundred eighty-five million seven hundred fourteen thousand two hundred eighty-five Euros and seventy cents (EUR 3,885,714,285.70) consisting 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 (the "Authorised Capital").

   […]"

3. Decision (i) to amend the articles of association of the Company to provide for the terms of the issuance by the Company of beneficiary units (parts bénéficiaires), including the issuance of instruments convertible into beneficiary units, as well as the rights for an extraordinary general meeting of the shareholders of the Company to delegate authority to the Company's board of directors to issue such beneficiary units or instruments convertible into beneficiary units, and (ii) to delegate authority to the Company's board of directors to issue any such beneficiary units or instruments convertible into beneficiary units up to an aggregate amount of two billion five hundred million euro (EUR 2,500,000,000.-), or the equivalent in any other currency.

   Proposed resolution:

   The Meeting resolves to amend the articles of association of the Company to create a new article 5.5 in order to provide for the terms of the issuance by the Company of beneficiary units (parts bénéficiaires), including the issuance of instruments convertible into beneficiary units, and to delegate authority to the Company's board of directors to issue such beneficiary units or instruments convertible into beneficiary units up to an aggregate amount of two billion five hundred million euro (EUR 2,500,000,000.-), or the equivalent in any other currency, and which shall henceforth read as follows:

   "5.5. Beneficiary units

   1. General

      The Company may issue, in accordance with the provisions of article 430-1 of the LCA, beneficiary units (parts bénéficiaires) by a resolution of the Extraordinary General Meeting. The articles of association of the Company may authorize the Board of Directors to set the terms of and issue beneficiary units, on one or more occasions, up to a specified amount. Such authorization of the Board of Directors is only valid for a period ending five (5) years from 4 June 2025 at 23h59 Luxembourg time (the "Authorization Period"). The Authorization Period may be renewed on one or more occasions by the Extraordinary General Meeting deliberating in accordance with the requirements for amendments to the articles of association, for a period which, for each renewal, may not exceed five years.

   2. Issued beneficiary units

      The amount of issued beneficiary units is zero euro (EUR 0) divided into zero (0) beneficiary units.

   3. Authorization of the Board of Directors and authorized amount for beneficiary units

      In accordance with article 5.5 a), the Board of Directors is specifically authorized to set the terms of and issue, during the Authorization Period, beneficiary units in the manner set out in this article up to an aggregate amount of two billion five hundred million euro (EUR 2,500,000,000.-), or the equivalent in any other currency, divided into a maximum number of two hundred and fifty billion (250,000,000,000)

      beneficiary units, in one or several series or tranches, having a nominal value of one cent (EUR 0.01), or when the beneficiary units are issued in another currency, the lowest unit of that currency (e.g. one cent of a United State Dollars (USD 0.01), one British penny (GBP 0.01), or one cent of a Singapore dollar (SGD 0.01)) (the "Authorized BU Amount").

      The Board of Directors is authorized and empowered within the limits of the Authorised BU Amount to

      (i) realize any issuance of new beneficiary units it being understood that the Board of Directors is authorized to issue such new beneficiary units in one or several issues and (ii) issue bonds, preferred equity certificates, warrants, options or any other instruments convertible, exchangeable or exercisable into new beneficiary units, in one or several issues (collectively the "Conversion Instruments"), it being understood that if such Conversion Instruments are issued before the end of the Authorization Period, and within the limit of the

      then Authorised BU Amount, the new beneficiary units issued upon the conversion or exercise of such instruments may be issued after the expiry of the Authorization Period in one or several issuances, series or tranches of beneficiary units, as applicable, irrespective of whether the authorization of the Board of Directors set forth in article 5.5 c) is renewed pursuant to article 5.5. a) or not.

      The Conversion Instruments to be issued in accordance with the above provisions may be paid up through contributions in cash or in kind. Upon their conversion, the relevant beneficiary units will be issued as fully paid up by using the principal, any premium or any accrued but unpaid interest or any arrears of interest payable under the relevant Conversion Instruments.

   4. Automatic Conversion of Conversion Instruments into beneficiary units

      Conversion Instruments issued in accordance with this article 5.5 which provide for automatic conversion into beneficiary units are automatically convertible into beneficiary units in accordance with the terms of such Conversion Instruments, the terms of issue resolved upon prior to their issuance by a resolution of the Extraordinary General Meeting and/or of the Board of Directors and the following terms:

      Immediately prior to an Automatic Conversion Event occurring (such time being the "Conversion Time"), without any further formalities whatsoever, including in particular without the consent of the holder(s) of the Conversion Instruments, the right to repayment of the holder of the Conversion Instruments (together with any premium (if any) and any rights to accrued but unpaid interest and any arrears of interest payable under the such instruments) will be mandatorily and automatically exchanged for such number of fully paid-up issued beneficiary units as determined in accordance with the Calculation (as defined below) (the "Automatic Conversion"). The principal, any premium and accrued but unpaid interest and any arrears of interest payable under the relevant Conversion Instruments shall be applied, directly or indirectly, to the payment of or conversion of such Conversion Instruments into beneficiary units. To avoid doubt, the recording in accordance with article 5.5 e) shall not be constitutive of the Automatic Conversion.

      For the purpose of this article, "Automatic Conversion Event" shall occur if:

      1. Downgrade: the long term corporate family rating, or such successor nomenclature as is used by any reputable rating agency appointed by the Company or specified in the Conversion Instruments to reflect its opinion of the Company group's ability to honour all of its financial obligations, as if there was a single class of debt and a single consolidated legal entity structure, assigned to the Company or its corporate group by such rating agency is lowered to 'Caa1' (or equivalent) or below;

      2. Insolvency: the Company (a) is determined to be insolvent or unable to pay its debts as they fall due by a court of competent jurisdiction or (b) stops or suspends payment of its debts generally, makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in

         respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Company; or

      3. Winding-up: (i) an administrator, liquidator, receiver, trustee in bankruptcy or any other similar officer is appointed through an effective resolution for the opening of insolvency proceedings in respect of the Company; (ii) an effective resolution is passed for the winding-up, dissolution, liquidation or administration of the Company, (iii) a court order is made for the winding-up, dissolution, liquidation or administration of the Company or (iv) an event analogous to (c)(i), (ii) or (iii) under any insolvency, bankruptcy or similar law applicable to the Company occurs,

      in each of the cases (a), (b) or (c) above, except for the purposes of and followed by a solvent winding-up solely for the purposes of a reorganisation, restructuring, reconstruction, merger, conversion, amalgamation or the substitution in place of the Company of a substituted obligor under the relevant Conversion Instruments (as further determined in the terms and conditions of such Conversion Instruments), (x) the terms of which reorganisation, restructuring, reconstruction, merger, conversion or amalgamation have previously been approved in writing in accordance with the terms and conditions of the relevant Conversion Instruments, and do not provide that the Conversion Instruments shall thereby become redeemable or repayable in accordance with their terms and conditions or (y) which substitution is effected in accordance with the relevant terms and conditions of such Conversion Instruments.

      The number of beneficiary units to be issued per series of Conversion Instruments in the event of an Automatic Conversion will be calculated as follows:

      Number of beneficiary units = ⌊A / B⌋ where:

      A = the quantum of all principal, premium (if any), accrued but unpaid interest and/or arrears of interest aggregate owing to all holders under the relevant series of Conversion Instruments

      B = the lowest unit of currency of the currency in which the relevant series of Conversion Instruments is denominated

      and where the resulting quotient is rounded down to the nearest whole number of beneficiary units in order to ensure only fully paid beneficiary units are issued and that no fractional entitlements to beneficiary units arise (the "Calculation").

      The Calculation shall be carried out by either the Board of Directors, or such agent designated by the Board of Directors (either in the term and conditions of the relevant Conversion Instruments, or in other contractual arrangements), or any substituted agent designated in accordance with the terms of appointment of the original agent (the "Calculation Agent").

   5. Form, recording and transfer of beneficiary units

As promptly as possible after the issuance of any beneficiary units, the number of beneficiary units issued shall be recorded in the articles of association of the Company by amending article 5.5 b) without the requirement of any shareholder approval or approval of the Board of Directors. Article 5.5 b) shall be amended to reflect the exact number of beneficiary units and the nominal value of beneficiary units at any given time, including, where applicable, the series or tranches of beneficiary units as a result of the conversion of a specific series of Conversion Instruments along with the use of the appropriate currency. For instance, for illustration, if the Company issues Conversion Instruments denominated "Euro denominated Type A Subordinated Notes Callable in 2030", article 5.5 b) shall be amended, after their conversion into beneficiary units, to reflect such number of "Euro denominated Type A Beneficiary

Attachments

• Original document
• Permalink

Disclaimer

CPI Property Group SA published this content on May 31, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 31, 2025 at 15:48 UTC.