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 29 AUGUST 2024
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 29 August 2024 at 9:30 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
- Decision to decrease the corporate capital of the Company from its present amount of EUR 861,952,279.10 to EUR 86,195,227.91 without cancellation of shares, by decreasing the par value of the existing shares from ten eurocents (EUR 0.10) to one eurocent (EUR 0.01) per share with allocation of the reduction proceeds to a reserve (which is available for distribution following the fulfilment of the conditions set out in Article 450-5 of the LCA). The purpose of this capital decrease is to adapt the share capital and the par value of the shares of the Company to future potential group simplification measures.
- 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 (including, for the avoidance of doubt, the first paragraph of articles 5.1 and 5.2. of the articles of association of the Company).
ATTENDING THE MEETING
In order to participate in 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 on the Record Date, i.e. by 24:00 CEST (midnight) on 15 August 2024. The Record Date is 15 August 2024 at 24:00 CEST (midnight) (the “Record Date”, i.e. the day falling fourteen (14) days before the date of the Meeting at midnight (Luxembourg time)).
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 on the Record Date, i.e. by 24:00 CEST (midnight) on 15 August 2024, 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 on the Record Date, i.e. at 24:00 CEST (midnight) on 15 August 2024. 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 participate to 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 CEST) on 22 August 2024, 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 on 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 including the proposed changes to the articles of association of the Company. 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 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.
Quorum Requirement: With respect to all items 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 (Recueil Electronique 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 that (i) the first Meeting was properly convened; and (ii) the agenda for the reconvened Meeting does not include any new item.
The second meeting shall deliberate validly whatever the part of the corporate capital represented thereat.
At both meetings, resolutions, in order to be adopted, must be carried by a majority of two-thirds of the votes cast. Votes cast shall not include votes attaching to shares in which the shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.
Right to add new items on the agenda: One or more shareholders together representing at least five per cent of the share capital have the right to (i) put one or more items on the agenda of the Meeting and (ii) table draft resolutions for items included or to be included on the agenda of the Meeting.
Such requests must:
- be in writing and sent to the Company by post (at the following address: CPI PROPERTY GROUP, 40, rue de la Vallée, L-2661 Luxembourg) or electronic means (at the following email address: generalmeetings@cpipg.com) and be accompanied by a justification or draft resolution to be adopted in the Meeting;
- include the postal or electronic address at which the Company may acknowledge receipt of the requests;
- be received by the Company at least twenty-two (22) days before the date of the Meeting, i.e. 7 August 2024.
The Company shall acknowledge receipt of requests referred to above within (forty-eight) 48 hours from receipt. The Company shall prepare a revised agenda including such additional items on or before the fifteenth (15th) day before the date of the Meeting.
For further information, visit our website: www.cpipg.com.
If you need further assistance or information, please contact: CPI PROPERTY GROUP, 40, rue de la Vallée, L-2661 Luxembourg, Tel: + 352 26 47 67 58; Fax: + 352 26 47 67 67; email: generalmeetings@cpipg.com.
Luxembourg, 26 July 2024
Yours faithfully,
The Board of Directors of the Company
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