CPI Property S A : Group announces Tender Offers for its outstanding 2023 Hybrid and 2024 Senior Notes

FINAL VERSION

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA 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 ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

CPI Property Group announces Tender Offers for its outstanding (i) EUR550,000,000 4.375 per cent. Fixed Rate Resettable Undated Subordinated Notes; and (ii) EUR 825,000,000 2.125 per cent. Notes due 4 October 2024

18 January 2021. CPI Property Group (the Offeror) announces today invitations to holders of its outstanding

1. EUR550,000,000 4.375 per cent. Fixed Rate Resettable Undated Subordinated Notes (the Undated Notes); and (ii)
   EUR 825,000,000 2.125 per cent. Notes due 4 October 2024 (the 2024 Notes and, together with the Undated Notes, the Notes and each a Series) to tender their Notes for purchase by the Offeror for cash (each such invitation an Offer and, together, the Offers).

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 January 2021 (the Tender Offer Memorandum) prepared by the Offeror, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

Notes	ISIN /	First Optional	Outstanding	Rate	Purchase	Purchase	Amount
	Common	Redemption	Nominal		Spread	Price	subject to the
	Code	Date/Par Call	Amount				Offer
		Period
		Commencement
		Date
Undated	XS181953	12 August 2023	EUR	N/A	N/A	107 per	Any and all
Notes*	7132 /		221,808,000			cent. of the
	181953713					principal
						amount
2024	XS169395	4 July 2024	EUR	Interpolated	85 bps	N/A	Up to EUR
Notes	9931 /		368,327,000	EUR Mid-			100,000,000
	169395993			Swap Rate			in aggregate
							nominal
							amount

• Pursuant to the terms and conditions of the Undated Notes, in the event that 75 per cent. or more of the initial principal amount of the Undated Notes has been repurchased (and cancelled) or redeemed by the Offeror, including pursuant to the Offer, prior similar offers, or otherwise, the Offeror may, at its option, redeem all (but not some only) of the remaining outstanding Undated Notes at their principal amount together with any accrued and unpaid interest (including any deferred interest) up to (but excluding) the redemption date, subject to the Offeror having given the holders of the Undated Notes not less than 30 nor more than 60 days' notice and certain other conditions being satisfied. See "Risk Factors and Other Considerations - The Offeror's right to redeem following the repurchase (and cancellation) or redemption of 75 per cent. of the Undated Notes" in the Tender Offer Memorandum.

Rationale for the Offers

The purpose of the Offers is primarily to replace short-term maturities of debt and hybrid capital with the longer-dated New Notes. In addition to the Offers, the Offeror intends to retire the EUR 335 million of outstanding 1.45 per cent. Senior Notes due 14 April 2022 (ISIN: XS1894558102) and EUR 71.5 million Schuldschein due in 2023 through call provisions. The Offeror will continue to explore selective debt purchases in the open market, including but not limited to its outstanding hybrid capital.

Purchase Prices and Accrued Interest

The Offeror will pay for any Undated Notes validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer a purchase price (expressed as a percentage, the Undated Notes Purchase Price) equal to 107 per cent. of the principal amount of such Undated Notes.

The Offeror will pay for any 2024 Notes validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer a purchase price (the 2024 Notes Purchase Price) to be determined at or around 11.00 a.m. (London time) on 26 January 2021 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (the 2024 Notes Purchase Yield) of:

1. the 2024 Notes Purchase Spread specified in the table above; and
2. the Interpolated EUR Mid-Swap Rate.

The 2024 Notes Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the 2024 Notes accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to the Par Call Period Commencement Date of the 2024 Notes on the Settlement Date based on the 2024 Notes Purchase Yield. Specifically, the 2024 Notes Purchase Price in respect of 2024 Notes accepted for purchase pursuant to the relevant Offer will equal (a) the value of all remaining payments of principal and interest on such 2024 Notes up to and including the Par Call Period Commencement Date of the 2024 Notes, discounted to the Settlement Date at a discount rate equal to the 2024 Notes Purchase Yield, minus (b) any Accrued Interest for such 2024 Notes.

The Offeror will also pay an Accrued Interest Payment in respect of any Notes accepted for purchase pursuant to the relevant Offer(s).

2024 Notes Maximum Acceptance Amount

The Offeror proposes to accept 2024 Notes for purchase up to a maximum aggregate nominal amount of EUR 100,000,000 (the 2024 Notes Maximum Acceptance Amount) on the terms and subject to the conditions contained in the Tender Offer Memorandum (although the Offeror reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the 2024 Notes Maximum Acceptance Amount).

There is no maximum acceptance amount in respect of the Undated Notes.

Scaling

In respect of the 2024 Notes, if the Offeror decides to accept any validly tendered Notes of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of the 2024 Notes validly tendered for purchase is greater than the 2024 Notes Purchase Amount, the Offeror intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of the 2024 Notes accepted for purchase pursuant to the relevant Offer is no greater than such 2024 Notes Purchase Amount.

New Issue Condition

The Offeror today announced its intention to issue certain new EUR denominated subordinated notes (the New Undated Notes), and new EUR denominated fixed rate notes (the New Senior Notes, and together with the New Undated Notes, the New Notes) under its EUR 8,000,000,000 Euro Medium Term Note Programme. Whether the Offeror will purchase any Notes validly tendered in the Offers is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of both series of the New Notes (the New Issue Condition).

Even if the New Issue Condition is satisfied, the Offeror is under no obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offers is at the sole discretion of the Offeror, and tenders may be rejected by the Offeror for any reason.

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The New Notes are not being, and will not be, offered or sold in the United States. Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

Compliance information for the New Notes: MiFID II professionals/UK MIFIR professionals/ECPs-only/No PRIIPs KID or UK PRIIPS KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA retail investors or UK retail investors; no key information document has been or will be prepared.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Allocation of the New Notes

When considering allocation of the New Notes, the Offeror may give preference to those Noteholders who, prior to such allocation, have validly tendered or have given a firm intention to the Offeror or any Dealer Manager that they intend to tender their Notes for purchase pursuant to the relevant Offer(s). Therefore, a Noteholder who wishes to subscribe for either series of New Notes in addition to tendering their Notes for purchase pursuant to the relevant Offer(s) may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the relevant series of New Notes, subject to the satisfaction of the New Issue Condition and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager or to Raiffeisen Bank International AG (each in its capacity as a joint lead manager of the issue of the New Notes, a Joint Lead Manager) in accordance with the standard new issue procedures of such Joint Lead Manager. However, the Offeror is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the relevant Offer(s) and, if any New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Noteholder and accepted for purchase by the Offeror pursuant to the relevant Offer(s). Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being EUR 100,000 in respect of each series of New Notes).

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and the relevant Accrued Interest Payment pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 25 January 2021, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than EUR 100,000, being the minimum denomination of the Notes, and may thereafter be submitted in integral multiples of EUR 1,000. In respect of the 2024 Notes, a separate Tender Instruction must be completed on behalf of each beneficial owner.

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Indicative Timetable for the Offers

Events

Commencement of the Offers

Offers and intention of the Offeror to issue the New Notes announced. Tender Offer Memorandum available from the Tender Agent.

Pricing of the New Notes

Expected pricing of the New Notes.

Expiration Deadline

Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.

Announcement of Indicative Results

Times and Dates

(All times are London time)

Monday, 18 January 2021

Tuesday, 19 January 2021

4.00 p.m. on Monday, 25 January

2021

Announcement by the Offeror of a non-binding indication of the level at which it expects to set the 2024 Notes Purchase Amount, and indicative details of any Scaling Factor applicable to valid tenders of Notes of such Series that will be applied in the event that the Offeror decides to accept valid tenders of 2024 Notes pursuant to the relevant Offer. The Offeror will also state at this time a non-binding indication of the amount of Undated Notes that it expects to accept for purchase pursuant to the relevant Offer.

Pricing Time

Determination of the Interpolated EUR Mid-Swap Rate, the 2024 Notes Purchase Yield and the 2024 Notes Purchase Price.

Announcement of Final Results and Pricing

Announcement of whether (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) the Offeror will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, the 2024 Notes Purchase Amount, the 2024 Notes Purchase Yield, the Interpolated EUR Mid-Swap Rate, the 2024 Notes Purchase Price and any Scaling Factor that will be applied to the 2024 Notes.

Expected Settlement Date

Expected Settlement Date for the Offers and the New Notes.

Prior to the Pricing Time on Tuesday, 26 January 2021

At or around 11.00 a.m. on Tuesday, 26 January 2021

As soon as reasonably practicable after the Pricing Time on Tuesday, 26 January 2021

Thursday, 28 January 2021

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate an Offer at any time (including, but not limited to, purchasing a higher or lower aggregate nominal amount of 2024 Notes than the 2024 Notes Maximum Acceptance Amount) (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to so extend, re-open, amend and/or terminate such Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above. The deadlines set by any such

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