DGAP-HV: CPI Property Group / Bekanntmachung der Einberufung zur Hauptversammlung CPI Property Group: Bekanntmachung der Einberufung zur Hauptversammlung am 26.05.2016 in Grand Duchy of Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG 2016-04-28 / 15:09 Für den Inhalt der Mitteilung ist der Emittent verantwortlich. 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 26 MAY 2016 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 26 May 2016 at 11:00 CET, 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 70 of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the 'LCA') and article 3 of the law dated 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, with the following points on the agenda: AGENDA 1. Decision to decrease the corporate capital of the Company by the amount of EUR 55,069,491.50 by means of cancellation of 550,694,915 shares held in treasury by the Company, without distribution of the reduction proceeds to the shareholders of the Company, such reduction proceeds being allocated to a non-distributable reserve of the Company. The purpose of this capital decrease is to cancel some of the shares of the Company held in treasury by the Company. 2. Decision to approve the report issued by the board of directors according to article 32-3 (5) of the LCA, relating to the possibility for the board of directors 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 point 3 of the agenda. 3. Subject to approval of the point 2 of the agenda, decision to modify, renew and replace the existing authorised share capital and to set it to an amount of one billion euros (EUR 1,000,000,000.00) for a period of five (5) years from the date of the general meeting of the shareholders held on 26 May 2016 (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), which would authorize the issuance of up to ten billions (10,000,000,000) 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 32-3 (5) of the LCA, all powers for a period of five (5) years 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. 4. Decision to acknowledge and ratify the capital increases paid up by the contribution in kind of bonds issued by the Company and the Company's fully owned subsidiary Czech Property Investments, a.s implemented between 21 April 2016 and the date of the Meeting, through the existing authorized share capital of the Company and realized within the framework of the EUR 350 million share capital raising goal approved by the board of directors of the Company on 30 March 2016 (the 'In Kind Increases'). 5. Subject to approval of the points 2 and 3 of the agenda, decision to acknowledge, approve and ratify the decision of the board of directors of the Company of 20 April 2016 approving in principle the capital raising goal of EUR 330,376,830.- of the Company, such additional EUR 330,376,830.- to be raised through the new authorized share capital of the Company pursuant to points 2 and 3 of the agenda, by giving to the Company shareholders a possibility to participate at a future capital increase of the Company, on terms to be further determined, through contributions in cash for a global amount of EUR 330,376,830.- at an issue price of EUR 0.10 per new share to be issued, such issue price being equivalent to the par value of the Company's existing shares and equal to the issue price of the shares that have been issued through the In Kind Increases. This capital increase would be realized by offering to all the shareholders of the Company, who are shareholders as at 23:59 CET (end of day) on 20 April 2016, the possibility to subscribe for cash to additional shares in the Company pro rata to their shareholding as at 23:59 CET (end of day) on 20 April 2016, being understood however that the terms of this capital increase are to be further determined and that this capital increase is also subject to final approval of the board of directors of the Company as well as to further legal and regulatory requirements, including the prospectus approved by the Luxembourg Commission de Surveillance du Secteur Financier. 6. Subject to approval of the points 1, 2 and 3 of the agenda, decision to amend the articles of association of the Company to reflect points 1, 2 and 3 above. ATTENDING THE MEETING In order to attend the Meeting, shareholders must provide the Company with the following three items as explained in greater detail below: (i) Record Date Confirmation, (ii) Attendance and Proxy Form, and (iii) Proof of Shareholding. Record Date Confirmation: This document shall be provided to the Company by a shareholder at the latest by 23:59 CET on the Record Date. The Record Date is 12 May 2016 (the 'Record Date', i.e. the day falling fourteen (14) days before the date of the Meeting). The Record Date Confirmation must be in writing and indicate that a shareholder holds the Company shares and wishes to participate in the Meeting. A template form of the Record Date Confirmation is available on the Company's website at www.cpipg.com. The Record Date Confirmation must be sent to the Company by post or electronic means so that it is received by the Company at the latest by 23:59 CET on the Record Date, i.e. 12 May 2016, to: CPI PROPERTY GROUP 40, rue de la Vallée L-2661 Luxembourg Fax: + 352 26 47 67 67; email: generalmeetings@cpipg.com Attendance and Proxy form: A template form is available on the Company's website at www.cpipg.com and is to be duly completed and signed by shareholders wishing to attend or be represented at the Meeting. Proof of Shareholding: This document must indicate the shareholder's name and the number of Company shares held at 23:59 CET on the Record Date. The Proof of Shareholding shall be issued by the bank, the professional securities' depositary or the financial institution where the shares are on deposit. Please note that Proof of Shareholding is not necessary for those shareholders whose shares are still recorded as registered shares in the Company's shareholders register. Shareholders wishing to attend the Meeting must send the Attendance and Proxy form together with the relevant Proof of Shareholding by post or electronic means so that they are received by the Company at the latest by noon (12:00 noon CET) on 23 May 2016, to: CPI PROPERTY GROUP 40, rue de la Vallée L-2661 Luxembourg Fax: + 352 26 47 67 67; email: generalmeetings@cpipg.com Please note that only persons who are shareholders at the Record Date and have timely submitted their Record Date Confirmation, Attendance and Proxy form, and Proof of Shareholding shall have the right to participate and vote in the Meeting. Documentation and information: The following documents and information are available for the shareholders on our website: www.cpipg.com: - the present convening notice; - the total number of shares and the voting rights in the Company as at the date of this convening notice; - the draft resolutions of the Meeting. Any draft resolution(s) submitted by shareholder(s) shall be added to the website as soon as possible after the Company has received them; - the report issued by the board of directors according to article 32-3 (5) of the LCA to be approved by the Meeting, relating to the possibility for the board of directors to cancel or limit any preferential subscription right of the shareholders; - the Record Date Confirmation form; and - the Attendance and Proxy Form The above documents may also be obtained by shareholders upon written request sent to the following postal address: CPI PROPERTY GROUP, 40, rue de la Vallée, L-2661 Luxembourg. For further information, visit our website: www.cpipg.com. Quorum Requirement: With respect to items 1, 2, 3, and 6 of the agenda, the Meeting shall not validly deliberate, unless at least one half of the corporate capital is represented and if the agenda of the meeting includes the statutory changes to be considered. In the event that such quorum condition is not fulfilled, a second meeting may be convened by publishing this convening notice in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations), a Luxembourg newspaper and in such media which may reasonably be expected to be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which are accessible rapidly and on a non-discriminatory basis, seventeen (17) days prior to the date of the reconvened meeting provided
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