EQS-News: Tender Offer Results Announcement

THE ANNOUNCEMENT REPRODUCED BELOW CONTAINS INFORMATION THAT QUALIFIED AND WAS ALREADY PUBLISHED THROUGH THE REQUIRED CHANNELS AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED. THIS ANNOUNCEMENT REPRESENTS VOLUNTARY PUBLICATION OF THE SAME INFORMATION VIA EQS.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

6 February 2026

Further to the announcement made by CPI PROPERTY GROUP (the “Company”) on 29 January 2026 (the “Launch Announcement”) in relation to its invitation to holders (subject to certain offer and distribution restrictions) of (A) its outstanding (i) EUR 750,000,000 2.875 per cent. Senior Notes due 23 April 2027 (ISIN: XS2069407786) (of which EUR 317,059,000 is currently outstanding) (the “2027 Notes”) to tender the 2027 Notes for purchase by the Company for cash (the “2027 Notes Offer”); (ii) GBP 400,000,000 4.000 per cent. Senior Notes due 22 January 2028 (ISIN: XS2106589471) (of which GBP 329,816,000 is currently outstanding) (the “2028 Notes”) to tender the 2028 Notes for purchase by the Company for cash (the “2028 Notes Offer”); and (iii) EUR 600,000,000 7.000 per cent. Senior Unsecured Green Notes due 7 May 2029 (ISIN: XS2815976126) (of which EUR 420,000,000 is currently outstanding) (the “2029 Notes”) to tender the 2029 Notes for purchase by the Company for cash (the “2029 Notes Offer”) and (B) the outstanding EUR 500,000,000 2.500 per cent. Notes due 15 October 2027 issued by CPI Europe AG (formerly Immofinanz AG) (ISIN: XS2243564478) (of which EUR 108,200,000 is currently outstanding) (the “CPIE Notes” and, together with the 2027 Notes, the 2028 Notes and the 2029 Notes, the “Notes”) to tender the CPIE Notes for purchase by the Company for cash (the “CPIE Notes Offer” and, together with the 2027 Notes Offer, the 2028 Notes Offer and the 2029 Notes Offer, the “Offers” and each an “Offer”), the Company today announces (i) the Maximum Acceptance Amount, (ii) the aggregate nominal amount of the Notes of each Series validly tendered, (iii) the Applicable Sterling/Euro Exchange Rate, (iv) the Final Acceptance Amount, (v) each Series Acceptance Amount, (vi) the details of any Scaling Factor to be applied to Notes for each Series, and (vii) the aggregate nominal amount of the Notes of each Series that will remain outstanding following completion of the Offers.

The Offers were made on the terms and were subject to the conditions set out in the tender offer memorandum dated 29 January 2026 (the “Tender Offer Memorandum”).

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Final Results

The Expiration Deadline for the receipt of valid Tender Instructions in order for Noteholders to participate in the Offers was 4.00 p.m. (London time) on 5 February 2026. As at the Expiration Deadline, a total of (A) (in each case, rounded to the nearest EUR 1,000 or GBP 1,000, as applicable) (i) EUR 240,950,000 in aggregate nominal amount of 2027 Notes were validly tendered for purchase pursuant to the 2027 Notes Offer, (ii) GBP 163,569,000 in aggregate nominal amount of 2028 Notes were validly tendered for purchase pursuant to the 2028 Notes Offer and (iii) EUR 245,210,000 in aggregate nominal amount of 2029 Notes were validly tendered for purchase pursuant to the 2029 Notes Offer and (B) (rounded to the nearest EUR 100,000) EUR 34,100,000 in aggregate nominal amount of CPIE Notes were validly tendered for purchase pursuant to the CPIE Notes Offer.

The Company confirms that the Maximum Acceptance Amount has been increased to an aggregate nominal amount of Notes (converted into the Euro Equivalent, where applicable) expressed in Euro such that the total amount payable (converted into the Euro Equivalent, where applicable) by the Company for all Notes so accepted for purchase pursuant to the Offers (including Accrued Interest) is no greater than EUR 500,000,264.28.

The Company has decided to set the Final Acceptance Amount at EUR 463,548,000 in aggregate nominal amount of Notes (converted into the Euro Equivalent, where applicable). Therefore, the total amount payable by the Company for all Notes so accepted for purchase pursuant to the Offers (including Accrued Interest) is EUR 500,000,264.28 (converted into the Euro Equivalent, where applicable). The Company has decided to set the Series Acceptance Amount in relation to (i) the 2027 Notes at EUR 184,238,000, (ii) the 2028 Notes at GBP 0, (iii) the 2029 Notes at EUR 245,210,000 and (iv) the CPIE Notes at EUR 34,100,000.

The Applicable Sterling/Euro Exchange Rate is 1.1470.

In addition, on 5 February 2026, settlement occurred on the Company's new issue of GBP 400,000,000 6.875 per cent. Senior Unsecured Green Notes due 5 February 2033 under its Euro Medium Term Note Programme. As a result, the New Financing Condition has been satisfied.

Accordingly, as the aggregate nominal amount of the 2029 Notes and the CPIE Notes validly tendered for purchase does not exceed the relevant Series Acceptance Amount, the Company has accepted all the 2029 Notes and the CPIE Notes validly tendered for purchase (without proration) and as the aggregate nominal amount of the 2027 Notes validly tendered for purchase exceeds the relevant Series Acceptance Amount, the Company has applied a Scaling Factor of 76.82610 per cent. to the 2027 Notes. The Company has not accepted any of the validly tendered 2028 Notes for purchase.

The expected Settlement Date for the Offers is 12 February 2026. Following settlement of the Offers, EUR 132,821,000 in aggregate nominal amount of the 2027 Notes will remain outstanding, GBP 329,816,000 in aggregate nominal amount of the 2028 Notes will remain outstanding, EUR 174,790,000 in aggregate nominal amount of the 2029 Notes will remain outstanding and EUR 74,100,000 in aggregate nominal amount of the CPIE Notes will remain outstanding.

For Further Information

A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

DEALER MANAGERS
Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Boadilla del Monte Madrid Spain Attention: Liability Management Email: LiabilityManagement@gruposantander.com	Barclays Bank Ireland PLC One Molesworth Street Dublin 2 Ireland D02 RF29   Attention: Liability Management Group Email: eu.lm@barclays.com
Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom   Tel: +44 207 774 4836 Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com	Société Générale 17, cours Valmy 92987 Paris La Défense cedex France   Attention: Liability Management Email: liability.management@sgcib.com
TENDER AGENT
Kroll Issuer Services Limited The News Building  3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 207 704 0880 Attention: Arlind Bytyqi Email: cpi@is.kroll.com Website:  https://deals.is.kroll.com/cpi

This announcement is released by the CPI Property Group and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Greenbaum, Chief Executive Officer at CPI Property Group.

Disclaimer

This announcement must be read in conjunction with the Launch Announcement and the Tender Offer Memorandum. The offer period for the Offers has now expired and no further tenders of Notes may be made. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement, the Launch Announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Launch Announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.