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CpiFim

Transaction in Own Shares Dec 22, 2025

2269_rns_2025-12-22_0bd0ad5a-04a4-4d17-aac5-9ee313c1bfdc.pdf

Transaction in Own Shares

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CPI FIM SA

(société anonyme) 40, rue de la Vallée L-2661 Luxembourg R.C.S. Luxembourg: B 44.996

22 December 2025

CPI FIM SA - Extraordinary General Meeting of Shareholders

Corporate news and notification under article 15 (1) of the Law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the "Luxembourg Transparency Law").

The extraordinary general meeting of the shareholders of CPI FIM SA (the "Company") was held on 22 December 2025 in Luxembourg (the "Extraordinary Meeting"), with approximately 97.51 % of the voting rights present or represented.

The Extraordinary Meeting approved the introduction of a new authorized share capital and to set it to an amount of forty million Euros (EUR 40,000,000) for a period of five (5) years from the date of the Extraordinary Meeting. The Extraordinary Meeting resolved to grant to the board of directors of the Company all powers for a period of 5 years from the date of the Extraordinary Meeting in order to carry out capital increases within the framework of this authorized share 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 this authorized share capital.

The Extraordinary Meeting also resolved to amend the Company's corporate object by adding two new paragraphs to the existing object clause of the Company, now permitting to the Company to, among other things, grant any assistance, loan, advance or guarantee to companies in which it has a participation or in which it has a direct or indirect interest.

In addition, the Extraordinary Meeting resolved to approve a full restatement of the Company's articles of association in order to, among others things, reflect the points above, reclassify one billion existing registered shares of the Company which are not listed (and are all held by CPI Property Group) into category B shares having the rights and obligations set forth in the restated articles of association of the Company (the "B Shares" and the "Reclassification", respectively), increase the size of the board of directors of the Company to seven (7) members and increase the quorum and majority rules for shareholders meetings.

In accordance with article 15 (1) of the Luxembourg Transparency Law, the Company hereby makes public the following changes in the rights attaching to the shares of the Company resulting from the Reclassification:

  1. The articles of association of the Company, as restated by the Extraordinary Meeting, set fourth that henceforth four (4) out of the seven (7) members of the board of directors of the

Company shall be appointed among candidates proposed by the unanimity of the B Shares.

  1. Furthermore, under the articles of association of the Company, as restated by the Extraordinary Meeting, henceforth the quorum and majority requirements for any general meeting of the shareholders of the Company (except as otherwise required by applicable law or the articles of association of the Company) have been amended such that resolutions at any duly convened general meeting of the shareholders of the Company shall be passed only if (i) a quorum is present or represented consisting of shareholders holding (a) at least 50% of all votes attached to the issued shares of the Company and (b) all the votes attached to the B Shares in issue, and (ii) at least 80% of the votes so present or represented are cast in favour of the resolution, including the favourable vote of all the B Shares present or represented. For the avoidance of doubt, the above quorum and majority rules shall apply to any general meeting of the shareholders of the Company, including any reconvened or postponed general

meeting of the shareholders of the Company.

  1. The B Shares are subject to the transfer restrictions set forth in the articles of association of

the Company, as restated by the Extraordinary Meeting.

Save for the changes described above, there was no other changes to the rights attached to the existing

shares of the Company.

The Extraordinary Meeting further resolved to modify, renew and replace the existing share buy-back programme of the Company enabling the redemption of Company's own shares, and authorized the board of directors to repurchase, in one or several steps, under the conditions set forth in the buyback programme and applicable law, a maximum number of 500,000,000 shares in the Company from the existing and/or future shareholders of the Company, for a purchase price comprised in the range between one eurocent (EUR 0.01-) and one euro (EUR 1.-), for a period of five (5) years from the date

of the Extraordinary Meeting.

Finally, the Extraordinary Meeting resolved to appoint (1) CPI Director A, a.s. (represented by Zdeněk Havelka); (2) CPI Director B, a.s. (represented by Pavel Měchura); and (3) CPI Director C, a.s. (represented by Jan Kratina), to the board of directors, with immediate effect and until the annual general meeting of shareholders to be held in 2031 concerning the approval of the annual accounts of the Company for the financial year ending on 31 December 2030.

For more on CPI FIM SA, visit our website: www.cpifimsa.com

Contact:

David Greenbaum, Director

Tel: + 352 26 47 67 1

Email: [email protected]

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