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CpiFim

Annual Report Mar 29, 2024

2269_rns_2024-03-29_a30e7c70-d0b7-4242-8418-d01806edb9d4.pdf

Annual Report

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FINANCIAL INFORMATION

2023

Including the

Consolidated financial statements

and

Report of the Réviseur d'Entreprises

for the financial year ended as at 31 December 2023

CPI FIM SA * Société Anonyme * 40 rue de la Vallée, L2661 Luxembourg

R. C. S. Luxembourg – B 44.996

SUMMARY

Part I. Management report
Part II. Declaration letter
Part III. Consolidated financial statements of the Group
Part IV. Auditors'
Report
Part V. Statutory financial statements

CPI FIM SA | Société Anonyme | 40 Rue de la Vallée, L-2661 Luxembourg RCS Luxembourg B 44996

MANAGEMENT REPORT | 2

MESSAGE FROM THE MANAGEMENT6
YEAR 2023 AND POST-CLOSING KEY EVENTS 7
Annual general meeting of shareholders7
Change of Managing Director 7
Intragroup Transactions7
Reconstruction of Hrad Office, Brno7
Disposal of Mayhouse, Prague 7
New bank financing 7
Intergroup financing 8
MARKET ENVIRONMENT9
OPERATIONS OF THE GROUP IN 202311
Financing of CPIPG Group 11
PROPERTY PORTFOLIO12
Total Property Portfolio12
Property Valuation 13
Office…17
Land bank20
Residential22
Hotels… 24
Retail…. 25
Development26
FINANCING 27
Cash and cash equivalents27
Financial liabilities27
RESULTS AND NET ASSETS28
Income statement 28
Balance sheet 29
CORPORATE GOVERNANCE31
Principles31
Board of Directors32
Committees of the Board of Directors34
Description of internal controls relative to financial information processing35
Remuneration and benefits 35
Corporate Governance rules and regulations35
MANAGEMENT REPORT 3

Additional information 38
SHAREHOLDING41
Share capital and voting rights41
Shareholder holding structure 41
Authorized capital not issued41
POTENTIAL RISKS AND OTHER REPORTING REQUIREMENTS42
Subsequent closing events42
Other reporting requirements 42
Financial risks exposure 42
Certain subsidiaries may be in breach of loan covenants 42
The Group's financing arrangements could give rise to additional risk 42
Market risk 43
Credit risk 43
Liquidity risk 44
Capital management44
Risks associated with real estate and financial markets 44
CORPORATE RESPONSIBILITY 46
Environmental, social and ethical matters 46
Environmental matters46
Social matters46
Ethical matters 46
EU TAXONOMY47
GLOSSARY & DEFINITIONS 52

CPI FIM SA, société anonyme (the "Company") and its subsidiaries (together the "Group" or "CPI FIM"), is an owner of income-generating real estate and land bank primarily in Poland and in the Czech Republic. The Company is a subsidiary of CPI Property Group (also "CPIPG" and together with its subsidiaries as the "CPIPG Group"), which holds 97.31% of the Company shares. The Company is also involved in providing equity loans to other entities within the CPIPG Group.

The Company is a joint stock company incorporated for an unlimited term and registered in Luxembourg. The address of its registered office is 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg. The trade registry number of the Company is B 44 996.

The Company's shares registered under ISIN code LU0122624777 are listed on the regulated markets of the Luxembourg Stock Exchange and the Warsaw Stock Exchange.

MESSAGE FROM THE MANAGEMENT

During 2023, the European economy remained under pressure due to high cost of living and monetary tightening as a reaction to high inflation, which also led to a weakening of external demand. However, the Group demonstrated resilient performance during that period. This was largely due to the Group's high exposure to office properties and landbank, the resilience of our tenants and careful cost management.

Total assets increased by €323.5 million (5%) to €7,191.1 million as at 31 December 2023. The EPRA Net Reinstatement Value (former EPRA NAV) per share as at 31 December 2023 was €1.23 compared to €1.19 as at 31 December 2022. At the end of 2023, the EPRA Net Disposal Value (former EPRA NNNAV) amounted to €1.11 per share compared to €1.07 at the end of 2022.

The Group achieved an operating profit of €7.1 million in 2023 compared to €93.1 million in 2022. Total net profit was €46.4 million in 2023 compared to €180.6 million in 2022.

Resulting from the Company's integration into CPIPG in 2016, one of its roles is to serve as an intergroup financing vehicle to the entities within the CPIPG Group. As at 31 December 2023, the outstanding balance of the loans provided to the CPIPG Group amounted to approximately €5,038.3 million.

During the first half of 2023, the Group completed two new bank loans, a €288 million bank loan encompassing three office properties in Warsaw, and a €58 million facility related to Czech residential assets.

In August 2023, the Group finished the reconstruction of Hrad Office building in Brno, Czech Republic and immediately started to lease the office space to various tenants. The Group also sold the Mayhouse property in Prague to S IMMO AG. As a result of these transactions, the Group´s office gross leasable area decreased by 6,000 sqm.

The Group will continue to focus on efficient operational performance and the well-being of our tenants and employees.

David Greenbaum, Managing Director

YEAR 2023 AND POST-CLOSING KEY EVENTS

Annual general meeting of shareholders

The annual general meeting of shareholders of the Company was held on 31 May 2023 in Luxembourg (the "AMG"), with approximately 97.41% of the voting rights present or represented.

The AGM approved the statutory annual accounts and consolidated annual accounts for the financial year ending 31 December 2022, as well as the allocation of financial results for the financial year ending 31 December 2022.

The AGM further granted a discharge to the members of the Company's Board of Directors as well as to the approved auditor of the Company for the performance of their duties during the financial year ending 31 December 2022.

The AGM also resolved to re-appoint the following persons as members of the Company's Board of Directors until the annual general meeting to be held in 2024: Anita Dubost, David Greenbaum, Edward Hughes, and Scot Wardlaw. The AGM also re-appointed Ernst & Young S.A., Luxembourg as the approved auditor of the Company until the annual general meeting to be held in 2024.

The AGM re-elected David Greenbaum and Martin Němeček to serve as Managing Directors (administrateurs délégués) of the Company. Martin Němeček resigned from this function in November 2023.

Change of Managing Director

On 22 November 2023, the Company's Board of Directors accepted the resignation of Martin Němeček as Managing Director (administrateur délégué) and appointed Pavel Měchura as a new Managing Director (administrateur délégué) of the Company.

Intragroup Transactions

In September 2023, the Company became a 100% shareholder of five Czech companies (Bubny Development, s.r.o., MQM Czech, a.s., Polygon BC, a.s., STRM Alfa, s.r.o. and Vysočany Office, a.s.), which primarily hold landbank in the Czech Republic. Prior to the transaction, the Company held 20% stakes in each of the Czech companies and already consolidated them. Both CPI FIM SA and the seller, GSG Europa Beteiligungs GmbH, are fully consolidated by CPIPG. The disposal price for this intragroup transaction was based on the IFRS NAV value of the Czech companies.

Reconstruction of Hrad Office, Brno

In August 2023, a reconstruction of the historic building located in the Zbrojovka brownfield site in Brno was completed. The property offers over 2,000 sqm of lettable space on four floors, a large roof terrace and outdoor parking in front of the property.

Disposal of Mayhouse, Prague

In April 2023, the Group sold the Mayhouse office building in Prague 4 – Nusle to S IMMO AG. The property was built in May 2019 and it is located close to the Pankrác office district, with a gross leasable area of approximately 8,000 sqm and a rental income of €1.3 million per year. The modern building is easily accessible through public transport.

New bank financing

During the first half of 2023, CPI FIM completed two bank loans. In Poland, the Group signed a €288 million bank loan encompassing three office properties in Warsaw: Warsaw Financial Center, Eurocentrum and Equator IV. The loan has a 5-year term and was provided by Aareal Bank. In the Czech Republic, a subsidiary of the Company also signed a €58 million 4-year facility with Raiffeisen related to residential assets.

Intergroup financing

Resulting from the Company's integration into the CPIPG Group in 2016, one of its roles is to function as an intergroup financing vehicle to the entities within the CPIPG Group. In 2023, the Group continued to provide equity loans to other entities within the CPIPG Group. At the end of 2023, loans provided increased because of new drawings on existing loans between the Company and CPI PG SA. As at 31 December 2023, the outstanding balance of the provided loans to CPIPG Group amounted to €5,038.3 million (31 Dec 2022: €4,713.0 million).

MARKET ENVIRONMENT

Global macro-economic conditions

Czech Republic1

In the Q4 2023, the GDP in the Czech Republic declined by 2.0% y-o-y. This was mainly due to a decrease in household consumption, changes in inventories, accommodation, and food service activities. However, foreign demand had a positive impact.

Unemployment continued to slightly decline from already low levels, with the unemployment rate falling by - 0.2% to 3.7%. This resilience of labour markets is even more remarkable as the Czech Republic integrated a significant number of Ukrainian refugees into its labour market. Unemployment rates below 4% are typically considered full employment.

Inflation accelerated sharply in 2022, reaching levels not seen since the 1990s and peaking at around 18% in September 2022. In December 2023, the year-on-year inflation rate stood at 6.9%. The Czech central bank started to cut its key interest rate several times from 7.0% at the end of 2023 to rate 5.75% in March 2024. The Czech Koruna has slightly depreciated compared to the Euro since the end of 2022. The Czech Republic continue to benefit from low public debt-to-GDP ratios.

Poland2

In recent years, CEE countries have benefited from solid fundamentals. Between 2013 and 2023, all CEE countries achieved GDP growth rates above the EU27 average, with Poland among the top ten fastest-growing economies in the EU27 bloc.

The Polish economy returned to growth in the second quarter of 2021, with healthy growth throughout 2022. In 2023, the picture for GDP growth was more mixed. Poland recorded a slight decline in GDP of -0.2%.

Unemployment continues to decline in the first six months of 2023 from already low levels, with the unemployment rate falling by -0.5% to 5.0%. The decline in unemployment is even more remarkable when considering the migration of refugees fleeing the war in Ukraine into neighbouring countries.

Inflation has been considerably higher in the CEE region over the last 12 to 24 months. As a result, the Polish central bank has raised interest rates several times, which has been reflected in declining inflation rates since the end of last year. In Poland, inflation fell to 11.5%.

Selected market focus

Warsaw office market 3

At the end of 2023, Warsaw's modern office stock amounted to 6.2 million m². The new supply delivered to the Warsaw office market in 2023 was modest, with 60,870 m² across six projects, the lowest total since 2010.

Currently, there is only 238,000 m² of office space under construction between 2024 and 2026, which is around a third of previous years. The supply is relatively evenly split, with around 100,000 m² to be delivered in 2024.

1 Sources: Czech Statistical Office, Trading Economics, Eurostat

2 Sources: Central Statistical Office of Poland, Trading Economics, Eurostat

3 Source: PINK, CBRE, BNP Paripas Real Estate

Leasing activity was high, with over 748,800 m² with the most active tenants from Manufacturing & Energy (22%), Business Services (21%) and IT (12%). Companies are also taking a more conservative approach to leasing, renegotiating existing leases rather than moving to new locations.

Since the start of the year, Warsaw's vacancy rate has declined by 1.2% p.p. to 10.4%, with lower rates inside central zones at 8.5%.

Prime office property rents increased by 3.8% YoY to €27.00/m²/month in the city centre. Average rents increased by 4.2% YoY to €20.64/m²/month.

Poland's commercial real estate investment market recorded €2.1 billion in transactions, with office properties accounting for €429 million.

OPERATIONS OF THE GROUP IN 2023

The Group is engaged in financing of entities within the CPIPG Group and also holds and operates a significant property portfolio.

Financing of CPIPG Group

The Group acts as an internal financing entity within the CPIPG Group and shall finance the real estate companies (SPVs) by intra-group loans. In order to fund the intra-group loans, CPIPG raises external financing and provides these funds to CPI FIM. Subsequently, CPI FIM provides the funds in a form of loans to the respective SPVs.

In 2023, the Group continued to provide the equity loans to other entities within the CPIPG Group.

The Group generated interest income of €267.8 million in 2023, which represents an increase by €51.8 million, compared to 2022.

As at 31 December 2023, the Group provided loans to related parties in the amount of €5,038.3 million, which represents an increase by €325.3 million compared to 31 December 2022. As at 31 December 2023, the loans provided in the amount of €719.3 million and €4,319.0 million were classified as current and non-current, respectively.

PROPERTY PORTFOLIO

Total Property Portfolio

The Group concentrates on long-term investments and real-estate leases, primarily in the Central European region. The Group owns rental income-generating properties mainly in the office segment but is also focused on an extensive portfolio of land plots in the Czech Republic. Additionally, the Group has some development projects.

The property portfolio of the Group is reported on the balance sheet under the following positions:

  • Investment property
  • Property, plant and equipment
  • Inventories
  • Assets held for sale

"Investment property" consists of rental properties, investment property under development and land bank. Investment property under development represents projects currently in progress, which will be reclassified by the Group as rental properties after completion. Land bank represents properties held for development and/or capital appreciation.

"Property, plant and equipment" comprises hotel properties or advances paid for construction works on the projects.

"Inventories" comprise properties that are under development or have been finished and are intended for a future sale in the ordinary course of business.

"Assets held for sale" consist of properties presented in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" which are to be sold due to the intention of the management.

The property portfolio report covers all properties held by the Group, independent of the balance sheet classification. These properties are reported as income-generating properties (generating rental income or income from operations), development projects (investment property projects under development and inventories) or landbank.

The following chart reconciles the property assets of the Group as reported on the balance sheet as at 31 December 2023 with the presentation in our portfolio report:

Property Valuation

The consolidated financial statements of the Group as at 31 December 2023 were prepared in compliance with International Financial Reporting Standards (IFRS) as adopted by the European Union, which include the application of the fair value method. Since the Investment properties owned by the Group must be stated at fair value, the annual valuation of these properties by independent experts is recommended.

The property portfolio valuation as at 31 December 2023 is based on reports issued by:

  • iO partner (further "iO"). iO is a JLL Preferred Partner with over 30 years of experience in the CEE markets. Backed by JLL, iO serves corporate clients and investors in the areas of Leasing solutions, real estate investment and advisory services.
  • CBRE is a commercial real estate services and investment firm. It is the largest company of its kind in the world. It is based in Dallas, Texas and operates in over 500 offices worldwide and serves clients in more than 100 countries, employing more than 115,000 global professionals.
  • Colliers is a leading diversified professional services and investment management company. Colliers operates in 66 countries and draws on the expertise of over 19,000 professionals working collaboratively to provide expert real estate and investment advice to clients.
  • Savills. Savills provides in-depth knowledge and expert advice across all property sectors, so they can help with everything from asset management to valuation. Savills operates in 70 countries around the world (across the Americas, Europe, Asia Pacific, Africa and the Middle East) and draws on the expertise of over 40,000 professionals.
  • Jones Lang LaSalle (further "JLL"). JLL is a financial and professional services company specializing in real estate services and investment management. JLL has more than 102,000 employees in 42 countries and serve the local, regional and global real estate needs of their clients.
  • Cushman&Wakefield (also "C&W"). C&W is one of the leading commercial real estate services companies, providing a full range of services to real estate tenats, developers and investors on a local and international basis. C&W has about 400 offices in 60 countries, employing more than 52,000 professionals.
  • RSM in CZ&SK (also "RSM"). RSM is part of the sixth largest network of professional firms RSM International. RSM International operates in 120 countries, has 830 offices and more than 57,000 professionals. RMS provides clients with services in the field of mergers & acquisitions, valuations, tax, trustee services, accounting and payroll.

*Cushman&Wakefield, RMS CZ&SK, internal

The following table shows the carrying value of the Group's property portfolio as at 31 December 2023 and 31 December 2022:

PROPERTY
PORTFOLIO as
at
31 December
No of No.
of
No. of
hotel
GLA
thousand
Office
Residential Develop. Hotel
Retail
Land
bank
PP
value
PP
value
2023 properties units rooms sqm million € million € million million million million million %
Czech Republic 3 -- -- 3 5 -- 61 -- 2 952 1,020 62%
Poland 4 -- -- 158 542 -- -- -- -- 0.4 542 33%
Italy 1 5 97 -- -- 25 -- 25 -- -- 50 3%
France -- 2 -- -- -- 26 -- -- -- -- 26 2%
The GROUP 8 7 97 161 547 51 61 25 2 952 1,638 100%
PROPERTY
PORTFOLIO as
at
31 December
2022
No of
properties
No.
of
units
No. of
hotel
rooms
GLA
thousand
sqm
Office

million
Residential
€ million
Develop.
€ million
Hotel

million
Retail

million
Land
bank

million
PP
value

million
PP
value
%
Czech Republic 3 -- -- 9 25 -- 13 -- 2 930 970 59%
Poland 4 -- -- 157 592 -- -- -- -- 0.4 592 36%
Italy 1 5 97 -- -- 25 -- 26 -- -- 51 3%
France -- 2 -- -- -- 27 -- -- -- -- 27 2%
The GROUP 8 7 97 166 617 52 13 26 2 930 1,640 100%

The Group's property value totals €1,638 million as at 31 December 2023 (31 Dec 2022: €1,640 million), of which 58% is represented by land bank and 33% is represented by office The majority of the Group's property portfolio is located in the Czech Republic with 62%, Poland with 33%, followed by Italy with 3% and France with 2%.

The total net change of €2 million in the portfolio value in 2023 was mainly attributable to the following:

  • Acquisition of €13 million relating to the land bank in the Czech Republic;
  • Disposals of €25 million, comprising primarily the sale of an office property in Prague to S IMMO AG;
  • Additions of €50 million, mainly spent on Investment Property within the whole Group;
  • Change in fair value of €40 million, driven primarily by negative revaluation of the Warsaw office portfolio, partially offset by positive revaluation of Czech land plots.

Office

Key Figures – December 2023

Office portfolio represents an important segment of investment activities of the Group. As at 31 December 2023, the Group owns buildings in Poland and in the Czech Republic.

In April 2023, the Group sold the Mayhouse property in Prague to S IMMO AG, and in August 2023, the Group finished the reconstruction of the Hrad Office property in Brno.

OFFICE No of
properties
PP value PP value GLA Occupancy Rent per sqm Outstanding financing
31 December 2023 € million % thds. sqm % € million
Poland 4 542 99% 158 96.7% 18.5 286
Czech Republic 1 5 1% 2 100.0% 8.3 --
The GROUP 5 547 100% 160 96.7% 18.3 286
OFFICE No of
properties
PP value PP value GLA Occupancy Rent per sqm Outstanding financing
31 December 2022 € million % thds. sqm % € million
Poland 4 592 96% 157 93.1% 18.0 --
Czech Republic 1 25 4% 8 76.4% 14.2 --
The GROUP 5 617 100% 165 92.3% 17.8 --

Eurocentrum Office, Warsaw

Eurocentrum Office has the highest LEED certification level, i.e.PLATINUM and offers over 85,000 sqm of lettable space. Eurocentrum Office is a modern office building with many environmentally friendly solutions, for example: rainwater is used for flushing toilets and watering greenery in the atrium - savings in drinking water consumption; savings in electricity consumption for general building systems; reducing the heat island effect by using a highly light-reflecting roof membrane, etc.

Furthermore, Eurocentrum has 1,500 sqm atrium with natural vegetation, a wide range of shops and restaurants, excellent access to daylight as a result of large glazing areas, fresh air exchange process well above average, office space is not overheated in the summer and amenities dedicated to persons using alternative means of transportation: parking spaces for bicycles (over 200 parking places), changing rooms and showers and 22 charging stations for electric cars. In 2016, a sky apiary was created on the roof of the Eurocentrum office building.

Warsaw Financial Center, Warsaw

Warsaw Financial Center, one of Warsaw's most prestigious skyscrapers (LEED Gold), was completed in 1998 and offers almost 50,000 sqm of grade A office space across 32 floors. It was designed by the American architects Kohn Pedersen Fox Associates in cooperation with A. Epstein & Sons International. Warsaw Financial Center has a very good location. WFC is only 0.6 km from Warsaw Central Railway Station, 8.3 km from Warsaw Chopin International Airport and 39.3 km from Warsaw Modlin Airport.

Warsaw Financial Center is a 32-story high skyscraper with sixteen elevators, open space offices with colorful walls, huge Marylin Monroe prints, and comfortable sofas for creative brainstorming, and classic timeless interiors in understated hues that support the uniqueness of the building. The first six floors of the building provide 350 parking spaces for cars and bicycles at all times of the day.

Currently, WFC ranks among the most prestigious high-rise buildings in Poland. Top Polish and international corporations have been attracted by its outstanding quality (Google, BEC Financial Technologies, Bloomberg and Kompania Piwowarska).

Equator IV Offices, Warsaw

Equator IV Offices was constructed in 2018 and has a modern A-class specification (BREEAM Very Good). It has 16 above-ground and 4 underground levels with 226 car parking spaces. The property consists of a freestanding office building with over 21,000 sqm of lettable space on a plot of land with a total area of 2,900 sqm.

Property is located in Warsaw within the Ochota district, in a distance of ca. 3 km to the Palace of Culture and Science, considered as a central point of Warsaw. The office building is situated at the main east-west

arterial road in Warsaw – Al. Jerozolimskie within a third largest office district in Warsaw– "Jerozolimskie corridor". The area is a recognized office location providing direct access and reasonable distance to the city centre as well as convenient access to the Warsaw ring road.

Diana Office, Warsaw

The property was constructed in 2004 and comprises about 1,500 sqm of rentable area. The Property is located in Warsaw city centre, along Chmielna Street, which forms one of the best recognizable retail streets of the city. The building is of a reinforced concrete structure with hip roof. The property is fully let to one tenant - Goethe Institut.

Hrad Office, Brno

The historic property was rebuilt in 2023. It is almost 100 years since the first opening in 1928. The reconstruction of the Hrad administration building was designed by the architect Bohumír Čermák. It has remained almost unchanged from the outside – an L-shaped building with flat roofs. The interior has been renovated and the property now offers a multipurpose use - it serves three floors of office, service and retail premises. Moreover the parking area is placed in front of the property. The property has over 2,000 sqm of lettable space and is located in Brno, Zábrdovice on

the corner of Lazaretní Street. The property is fully let to tenants such as EURO ACCESSORIES, s.r.o., Aero Vodochody, BJP Strore (official merchandise of the UFC champion Jiřího Procházky), CEVRE, etc.

Land bank

Key Figures – December 2023

Land bank is comprised of an extensive portfolio of land plots primarily in the Czech Republic. Plots are often in attractive locations, either separate or adjacent to existing commercial buildings or in the city centre and their value continues to increase with the growth of surrounding infrastructure. Out of the total plots area, approximately 12.6% are with zoning.

LAND BANK
31 December 2023
Total area
thds. sqm
Area with
zoning
thds. Sqm
Area without
zoning
thds. Sqm
PP value
€ million
PP value
%
Outstanding
financing
€ million
Czech Republic 18,252 2,294 15,958 952 99.9% 29
Poland 14 14 -- 0.4 0.1% --
THE GROUP 18,266 2,308 15,958 952 100% 29
LAND BANK
31 December 2022
Total area
thds. sqm
Area with
zoning
thds. Sqm
Area without
zoning
thds. Sqm
PP value
€ million
PP value
%
Outstanding
financing
€ million
Czech Republic 17,977 2,019 15,958 930 99.9% --
Poland 14 14 -- 0.4 0.1% --
THE GROUP 17,991 2,033 15,958 930 100% --

The landbank portfolio includes:

  • Former brownfield:
    • (1) Praga in Prague amounting to circa 64,200 sqm, which are zoned, are prepared for residential development;
    • (2) Nová Zbrojovka in Brno with over 230,300 sqm that will be used for mixed development (Commercial & Residential).
  • Bubny located close to the city centre. Bubny remains the last brownfield plot in the centre of Prague and the Group intends to develop mixed-use area consisting of residential and commercial units, offices and shops as well as educational, medical, and cultural facilities. In addition, a modern train terminal at Vltavská metro station and large green spaces will be incorporated. The main goal for the mid-term period is to continue the process of changing the Bubny masterplan. The plot of Bubny amounting to over 200,000 sqm of land in Prague 7 is at the core of the commercial development pipeline in Central Europe.

On 26 June 2018, the Group disposed of an 80% stake of Bubny Development, s.r.o. In accordance with IFRS 10, through its remaining 20% stake the Group retained control over this subsidiary which is why it is consolidated by the Company.

Land plot Holešovice (at the metro line C, station Nádraží Holešovice) of 10,000 sqm is strategically located nearby the Group's existing landbank in Bubny. The land plot was leased back to the seller and will continue to operate as a bus terminal.

Žižkov land plot is located to the north of Hartigova Street in the Žižkov district, Prague 3. The land of over 15,000 sqm can be used for the development of multi-functional buildings with a mix of residential and commercial use. A building permit has been already issued for the residential development.

During 2023, the Group extended its land plots area in the Czech Republic by 290,000 sqm. On the other hand, the Group sold 6,000 sqm of the Czech land plots in the Czech Republic.

Residential

Key Figures – December 2023

The Group currently owns 7 residential units. Two of them are located in the district of Saint-Anne and Mont Boron in France. A building with five residential units is located on Piazza della Pigna in Rome, Italy.

RESIDENTIAL
31 December 2023
PP value PP value Occupancy* No. of rented Outstanding
financing
€ million % % No. of units units € million
France 26 51% 0.0% 2 -- 21
Italy 25 49% 0.0% 5 -- --
The GROUP 51 100% 0.0% 7 -- 21

* Occupancy based on rented units

RESIDENTIAL
31 December 2022
PP value
€ million
PP value
%
Occupancy*
%
No. of units No. of rented
units
Outstanding
financing
€ million
France 27 53% 0.0% 2 -- 21
Italy 25 47% 0.0% 5 -- --
The GROUP 52 100% 0.0% 7 -- 21

* Occupancy based on rented units

Villa Lou Paradou

Neo provençal style villa dating from the 1970's is exposed to the SouthWest side and it is used as residential accommodation. It consists of walkup basement, a ground floor with an adjoining service house (studio) below the main house and a swimming pool. There is also a horse stable at the entrance of the property.

Villa Mas Du Figuer

The property consists of a private villa used as residential accommodation, arranged over a basement, a ground floor and first upper floor. There is also a guest house (comprised of 4 bedrooms and a guard house), a gym and a garage. The outside facilites include two swimming-pools and a tennis court.

Residential property Piazza della Pigna

The sixteenth-century building has five above-ground floors, a warehouse and car parking on the underground level, and a winter garden on the ground floor. The rooms are arranged around a staircase that connects the five floors, all decorated with high quality finishes and exquisite marble and wood inlays.

Hotels

Key Figures – December 2023

In 2021, the Group acquired the Acaya resort in Puglia, Italy.

HOTELS
31 December 2023
No. of properties No. of rooms PP value PP value Outstanding financing
€ million % € million
Italy 1 97 25 100% --
The GROUP 1 97 25 100% --
HOTELS
31 December 2022
No. of properties No. of rooms PP value PP value Outstanding financing
€ million % € million
Italy 1 97 26 100% --
The GROUP 1 97 26 100% --

Hotel Acaya

The Acaya resort is surrounded by the natural oasis of Le Cesine, with its extraordinary biodiversity, and is located less than five kilometres from the Adriatic Sea. It offers 97 rooms and suites, an 18-hole golf course, a football pitch, an extraordinary 1,200 sqm spa, indoor and outdoor pools.

Retail

Key Figures – December 2023

The Group currently owns about 500 sqm of a rentable space suitable for a fast food operator. In October 2021, the space was provided to McDonald's, which also offers a drive-thru service. The lease agreement with McDonald's was signed until September 2041. The property is located in the Vysočany district, Prague.

RETAIL 31
December 2023
No of
properties
PP value
€ million
PP value
%
GLA
thds. sqm
Occupancy
%
Rent per
sqm
Outstanding financing
€ million
Czech Republic 1 2 100% 0.5 100% 19.7 --
The GROUP 1 2 100% 0.5 100% 19.7 --
RETAIL 31
December 2022
No of
properties
PP value
€ million
PP value
%
GLA
thds. sqm
Occupancy
%
Rent per
sqm
Outstanding financing
€ million
Czech Republic 1 2 100% 0.5 100% 17.6 --

Development

Key Figures – December 2023

During the second half of 2022, the Group started the development project Kolbenova in Prague 9 - Vysočany. The project is divided into four phases. Phase 1 was started in May 2022 and is expected to be completed in Q2 2024. In total, the project will comprise seven residential buildings with approximately 1,000 modern apartments, ranging from small studio apartments to large 3-bedroom apartments. Most apartments will have a balcony, terrace or green terrace, a reserved parking space and basement storage.

DEVELOPMENT
31 December 2023
No of properties Potential
GSA/GLA
thds. sqm
Development
€ million
Development
%
Outstanding
financing
€ million
Czech Republic 1 28 61 100% --
THE GROUP 1 28 61 100% --
DEVELOPMENT
31 December 2022
No of properties Potential
GSA/GLA
thds. sqm
Development
€ million
Development
%
Outstanding
financing
€ million
Czech Republic 1 12 13 100% --
THE GROUP 1 12 13 100% --

FINANCING

Cash and cash equivalents

As at 31 December 2023, cash and cash equivalents consist of cash at bank of €83.6 million (2022: €104.1 million) and cash on hand of €2 thousand (2022: €2 thousand).

Financial liabilities

Financial debts amount to €5,156.9 million, including mainly loans from CPIPG (€4,146.8 million).

Compared to 31 December 2022, financial debts increased by €257.1 million in 2023, mainly due to new bank financing in Poland. The balance of the loans received from the Group's parent company CPI PG decreased from €4,298.1 million as at 31 December 2022 to €4,146.8 million as at 31 December 2023. The loans bear interest rate between 0.65% - 6.12% p.a.

RESULTS AND NET ASSETS

Income statement

Income statement for the year ended 31 December 2023 is as follows:

12 month period ended
31 December 2023 31 December 2022
Gross rental income 35,948 34,685
Service charge and other income 14,307 11,150
Cost of service and other charges (13,463) (10,449)
Property operating expenses (3,951) (3,485)
Net service and rental income 32,841 31,901
Hotel revenue 841 597
Hotel operating expenses (744) (480)
Net service and rental income 97 117
Revenue from other business operations 4,142 -
Related operating expenses (4,246) -
Net income from other business operations (104) -
Total revenues 55,238 46,432
Total direct business operating expenses (22,404) (14,414)
Net business income 32,834 32,018
Net valuation gain/(loss) on investment property (18,487) 62,674
Net gain on the disposal of investment property and subsidiaries 1,261 7,839
Amortization, depreciation and impairments (1,067) (2,726)
Administrative expenses (7,638) (6,679)
Other operating income 330 513
Other operating expenses (165) (554)
Operating result 7,068 93,085
Interest income 267,760 215,972
Interest expense (148,952) (125,827)
Other net financial result (29,709) 35,826
Net finance income 89,099 125,971
Share of profit of equity-accounted investees (net of tax) 215 1,481
Profit before income tax 96,382 220,537
Income tax expense (49,949) (39,892)
Net profit from continuing operations 46,433 180,645

Service charge and other income

Service charge and other income increased to €14.3 million in 2023 (2022: €11.2 million). The increase is due to the increase in income charged by Poland offices of EUR 3.0 million.

Net valuation gain

The net valuation loss amounts to €18.5 million (valuation gain €62.7 million in 2022) and comprised of valuation gain of €44.8 million and valuation loss of €63.3 million. The valuation gain was mainly attributable to the Czech property portfolio (€43.8 million). The gain was driven primarily by the zoning approvals, for more details please refer to note 7.5 of the Consolidated Financial Statements as at 31 December 2023. Valuation loss was mainly realized on Poland property portfolio (€58.7 million).

Administrative expenses

Administrative expenses increased to €7.6 million in 2023 compared to €6.7 million in 2022. In 2023, administrative expenses increase due to management services provided to CPI FIM by related parties.

Net finance income

Total net finance income has decreased from €126.0 million in 2022 to €89.1 million in 2023. The interest income increased from €216.0 million in 2022 to €267.8 million in 2023. The increase in interest income reflects the increase of interest rates in loans provided by the Company to entities within the CPIPG Group and other related parties. The interest expense increased from €125.8 million in 2022 to €149.0 million in 2023. The increase in interest expense reflects the increase in loans received by the Company from entities within the CPIPG Group and other related parties.

The other net financial result has decreased from a gain of €35.8 million in 2022 to a loss of €29.7 million in 2023. The net foreign exchange gain was driven by retranslation of loans provided to related parties in foreign currencies.

Balance sheet

Balance sheet as at 31 December 2023 corresponds to consolidated financial statements.

31 December 2023 31 December 2022
NON-CURRENT ASSETS
Intangible assets 918 842
Investment property 1,589,610 1,640,110
Property, plant and equipment 2,494 2,752
Equity accounted investees 16,939 9,724
Other investments 54,571 61,655
Loans provided 4,319,000 4,568,394
Trade and other receivables 72 76
Deferred tax asset 92,933 120,370
Total non-current assets 6,076,537 6,403,923
CURRENT ASSETS
Inventories 50,344 402
Current tax receivables 1,466 522
Derivative instruments 1,810 13,730
Trade receivables 7,942 6,074
Loans provided 719,276 144,579
Cash and cash equivalents 83,602 104,082
Other receivables 238,917 188,058
Other non-financial assets 11,231 6,254
Total current assets 1,114,588 463,701
TOTAL ASSETS 7,191,125 6,867,624
EQUITY
Equity attributable to owners of the Company 1,457,147 1,408,219
Non-controlling interests 467 310,726
Total equity 1,457,614 1,718,945
NON-CURRENT LIABILITIES
Financial debts 4,965,233 4,653,862
Deferred tax liability 164,808 149,139
Other financial liabilities 14,033 5,383
Total non-current liabilities 5,144,074 4,808,384
CURRENT LIABILITIES
Financial debts 191,718 246,013
Trade payables 22,514 12,623
Income tax liabilities 437 10,063
Other financial liabilities 373,553 70,307
Other non-financial liabilities 1,215 1,289
Total current liabilities 589,437 340,295
TOTAL EQUITY AND LIABILITIES 7,191,125 6,867,624

Total assets and total liabilities

Total assets increased by €323.5 million (5%) to €7,191.1 million as at 31 December 2023. The main reason is the increase of short-term loans provided to entities within the CPIPG Group.

Non-current and current liabilities total €5,733.5 million as at 31 December 2023 which represents an increase of €584.8 million (11.3%) compared to 31 December 2022. The main driver was an increase of loans provided to CPIPG SA.

EPRA NRV (former EPRA NAV) and EPRA NDV (former EPRA NNNAV)

In October 2019, the European Public Real Estate Association (EPRA) published new Best Practice Recommendations (BPR). EPRA Net Asset Value (NAV) and EPRA Triple Net Asset Value (NNNAV) are replaced by three new Net Asset Valuation metrics: EPRA Net Reinstatement Value (NRV), EPRA Net Tangible Assets and EPRA Net Disposal Value (NDV). The Company provides below the calculation of EPRA NRV as an equivalent of former EPRA NAV and the calculation of EPRA NDV as an equivalent of former EPRA NNNAV.

As at 31 December 2023, the consolidated equity increased by €48.9 million. The main driver of this increase is the profit for the period amounting to €46.4 million and an increase of translation reserve by €17.5 million. On the other hand, revaluation reserve decreased by €7.1 million and hedging reserve decreased by €6.5 million and there is an effect of purchase of NCI by €1.4 million.

The EPRA Net Reinstatement Value per share as at 31 December 2023 is €1.23 compared to €1.19 as at 31 December 2022.

31 December
2023
31 December
2022
Consolidated equity 1,457,147 1,408,219
Deferred taxes on revaluations 162,212 150,758
EPRA Net reinstatement value 1,619,360 1,558,977
Existing shares (in thousands) 1,314,508 1,314,508
Net reinstatement value in € per share 1.23 1.19
EPRA Net reinstatement value 1,619,360 1,558,977
Deferred taxes on revaluations (162,212) (150,758)
EPRA Net disposal value 1,457,147 1,408,219
Fully diluted shares 1,314,508 1,314,508
Net disposal value in € per share 1.11 1.07

The EPRA Net Disposal Value amounts to €1.11 per share as at 31 December 2023 compared to €1.07 at the end of 2022.

CORPORATE GOVERNANCE

Principles

Good corporate governance improves transparency and the quality of reporting, enables effective management control, safeguards shareholder interests and serves as an important tool to build corporate culture. The Company is dedicated to acting in the best interests of its shareholders and stakeholders. Toward these ends, it is recognized that sound corporate governance is critical. The Company is committed to continually and progressively implementing industry best practices with respect to corporate governance and has been adjusting and improving its internal practices in order to meet evolving standards. The Company aims to communicate regularly to its shareholders and stakeholders regarding corporate governance and to provide regular updates on its website.

Since the Company was founded in 1991, its accounts have been audited regularly each year. KPMG served as auditor of the Company since 2013. In 2019, the Company tendered for a new auditor. The Company´s Audit Committee recommended an appointment of Ernst & Young S.A., Luxembourg as the Group's new auditor for the financial year commencing on 1 January 2019, which was approved by the shareholders' general meeting. The AGM resolved unanimously to appoint Ernst & Young S.A., Luxembourg, as the approved auditor (réviseur d'entreprises agréé) of the Company until the annual general meeting of shareholders of the Company to be held in 2024.

In addition, the Company's portfolio of assets is regularly evaluated by independent experts.

In 2007, the Company's Board of Directors adopted the Director's Corporate Governance Guide and continues to communicate throughout the Group based on the values articulated by this guide. As a company incorporated in Luxembourg, the Company's primary regulator is the Commission de Surveillance du Secteur Financier (the "CSSF"). The Company's procedures are designed to comply with applicable regulations, in particular those dealing with market abuse. The Company also has a risk assessment procedure designed to identify and limit risk. In addition, the Company aims to implement corporate governance best practices inspired by the recommendations applicable in Luxembourg and Poland.

On 23 May 2012, the Board of Directors elected the Ten Principles and their Recommendations of the Luxembourg Stock Exchange as a reference for its Corporate Governance Rules (https://www.bourse.lu/corporate-governance).

The Company's parent company CPIPG has implemented industry best practices with respect to corporate governance policies and external reporting. In 2019, the CPIPG Group approved the "Code of Business Ethics and Conduct of CPI Property Group" and also newly updated policies governing procurement, supplier and tenants' conduct, anti-bribery and corruption, anti-money laundering, sanctions and export controls, whistleblowing, human capital and employment and ESG. In 2022, the Group adopted a new group policy governing anti-trust compliance.

In 2023, the CPIPG Group began a comprehensive periodical review of its policies to ensure a continuous update and improvement in the area of regulatory and corporate compliance. The CPIPG Group is also revising its whistle blowing directives at local levels in alignment with the delayed transpositions of the EU Whistleblower Directive into local laws, ensuring robust mechanisms for reporting and addressing concerns of the CPIPG Group's stakeholders. Additionally, the CPIPG Group updated its Code of Conduct for Suppliers to reinforce the CPIPG Group's commitment to ascertain responsible business practices throughout its supply chain. Furthermore, the CPIPG Group initiated a programme to implement the new EU NIS2 Directive requirements. These efforts underscore the CPIPG Group's dedication to fostering a culture of integrity, accountability, and compliance across all facets of its operations.

Board of Directors

The Company is administered and supervised by a Board of Directors made up of at least three members .

Appointment of Directors

The Directors are appointed by the general meeting of shareholders for a period of office not exceeding six years. They are eligible for re-election and may be removed at any time by decision of the general meeting of shareholders by simple majority vote. In the event of a vacancy in the office of a Director, the remaining Directors may provisionally fill such vacancy, in which case the general meeting of shareholders will hold a final election at the time of its next meeting.

Current Board of Directors

As at 31 December 2023 the Board of Directors consisted of: 2 members representing the management of CPIPG Group, Mr. David Greenbaum and Mrs. Anita Dubost, and 2 independent members, Mr. Edward Hughes and Mr. Scot Wardlaw.

Anita Dubost, 1979 , Tax Manager, executive member.

Anita Dubost was appointed to the Board of Directors in May 2019. Before joining CPIPG, she worked at Tristan Capital Partners as Senior Tax Manager within the Luxembourg Operations team. In her role she was in charge of overseeing the tax structuring of the Tristan-managed funds. She was also a member of the Investment Committee. Anita began her career at Atoz (member of the international Tax and network) where she was Senior Associate advising multi-national clients. Anita holds a Master's Degree in Law and in Business Administration specialized in finance and tax.

David Greenbaum, 1977, Chief Executive Officer of CPI Property Group, executive member.

David Greenbaum was appointed to the Board of Directors in May 2019. Before joining CPIPG, he worked for nearly 16 years at Deutsche Bank, where he was most recently co-head of debt capital markets for the CEEMEA region. David began his career at Alliance Capital Management in 1999. In 2000 he joined Credit Suisse First Boston before moving to Deutsche Bank in 2002. David graduated magna cum laude from Cornell University with a degree in English language and literature.

Edward Hughes, 1966, independent, non-executive member.

Edward Hughes has been a member of the Board of Directors since March 2014. He has been engaged in real estate investment, consultancy and brokerage activities in Central Europe for more than 20 years. Edward is an experienced real estate and finance professional having engaged in many significant asset acquisition, and development projects in the region. Edward is a Chartered Accountant, after starting his career with Arthur Andersen (London – 1988), in September 1991 he transferred to the Prague office. Since this time, he has been almost exclusively focused on Central Europe including during his employment as an Associate Director of GE Capital Europe. Edward is a graduate of Trinity College, Dublin where he majored in Business and Economics with Honours (1988).

Scot Wardlaw, 1967, independent, non-executive member.

Scot Wardlaw was appointed to the Board of Directors in May 2020. Scot has over two decades experience in project and process management in the fields of IT, software and product development in an international environment. He currently serves as Managing Director for various real estate investment platforms based in Luxembourg and is part of Central Business Development at SIMRES Real Estate where he manages the group's strategic development. Scot graduated magna cum laude from Savannah College of Art & Design with a degree in Computer Art and Art History.

The current members of the Board of Directors are appointed until the annual general meeting of 2024 concerning the approval of the annual accounts of the Company for the financial year ending 31 December 2023.

The independent directors are not involved in management, are not employees or advisors with a regular salary and do not provide professional services such as external audit services or legal advice. Furthermore, they are not related persons or close relatives of any management member or majority shareholder of the Company.

The Board of Directors meetings are held as often as deemed necessary or appropriate. All members, and in particular the independent and non-executive members, are guided by the interests of the Company and its business, such interests including but not limited to the interests of the Company's shareholders and employees.

Powers of the Board of Directors

The Board of Directors represents the shareholders and acts in the best interests of the Company. Each member, whatever his/her designation, represents the Company's shareholders.

The Board of Directors is empowered to carry out all and any acts deemed necessary or useful in view of the realization of the corporate purpose; all matters that are not reserved for the general meeting by law or by the present Articles of Association shall be within its competence. In its relationship with third parties, the Company shall even be bound by acts exceeding the Company's corporate purpose, unless it can prove that the third party knew such act exceeded the Company's corporate purpose or could not ignore this taking account of circumstances.

Deliberations

The Board of Directors may only deliberate if a majority of its members are present or represented by proxy, which may be given in writing, by telegram, telex or fax. In cases of emergency, the Directors may vote in writing, by telegram, telex, fax, electronic signature or by any other secured means.

The decisions of the Board of Directors must be made by majority vote; in case of a tie, the Chairman of the meeting shall have the deciding vote.

Resolutions signed unanimously by the members of the Board of Directors are as valid and enforceable as those taken at the time of a duly convened and held meeting of the Board.

The Board will regularly evaluate its performance and its relationship with the management. During 2023, the Board held 10 meetings, with all members being present or represented.

Delegations of powers to Managing Directors

The Board of Directors may delegate all or part of its powers regarding the daily management as well as the representation of the Company with regard to such daily management to one or more persons (administrateur délégué), who need not be Directors (a "Managing Director"). The realization and the pursuit of all transactions and operations basically approved by the Board of Directors are likewise included in the daily management of the Company. Within this scope, acts of daily management may include particularly all management and provisional operations, including the realization and the pursuit of acquisitions of real estate and securities, the establishment of financings, the taking of participating interests and the placing at disposal of loans, warranties and guarantees to group companies, without such list being limited.

As at 31 December 2023, David Greenbaum and Pavel Měchura are elected as Managing Directors (administrateurs délégués) of the Company.

Signatory powers within the Board of Directors

The Company may be legally bound either by the joint signatures of any two Directors or by the single signature of a Managing Director.

Special commitments in relation to the election of the members of the Board of Directors

The Company is not aware of commitments that are in effect as of the date of this report by any parties relating to the election of members of the Board of Directors.

Management of the Company

The management is entrusted with the day-to-day running of the Company and among other things to:

  • be responsible for preparing complete, timely, reliable and accurate financial reports in accordance with the accounting standards and policies of the Company;
  • submit an objective and comprehensible assessment of the company's financial situation to the Board of Directors;
  • regularly submit proposals to the Board of Directors concerning strategy definition;
  • participate in the preparation of decisions to be taken by the Board of Directors;
  • supply the Board of Directors with all information necessary for the discharge of its obligations in a timely fashion;
  • set up internal controls (systems for the identification, assessment, management and monitoring of financial and other risks ), without prejudice to the Board's monitoring role in this matter; and
  • regularly account to the Board for the discharge of its responsibilities.

The members of the management meet on a regular basis to review the operating performance of the business lines and the containment of operating expenses.

As at 31 December 2023, the Company's management consisted of the following members:

David Greenbaum, Managing Director,

Pavel Měchura, Managing Director,

Erik Morgenstern, Chief Financial Officer,

Anita Dubost, Tax Manager.

Committees of the Board of Directors

As at 31 December 2023 the Board of Directors has the following committees:

  • Audit Committee; and
  • Remuneration, Appointment and Related Party Transaction Committee.

The implementation of decisions taken by these committees enhances the Company's transparency and corporate governance.

Independent and non-executive directors are always in the majority of the members of these committees.

Audit Committee

The Audit Committee is now comprised of Mr. Edward Hughes, Mr. Scot Wardlaw, and Mrs. Anita Dubost. Mr. Edward Hughes is the president of the Audit Committee.

The Audit Committee reviews the Company's accounting policies and the communication of financial information. In particular, the Audit Committee follows the auditing process, reviews and enhances the

Company's reporting procedures by business lines, reviews risk factors and risk control procedures, analyzes the Company's group structure, assesses the work of external auditors, examines consolidated accounts, verifies the valuations of real estate assets, and audits reports. The Audit Committee has therefore invited persons whose collaboration is deemed to be advantageous to assist it in its work and to attend its meetings.

During 2023, the Audit Committee held 4 meetings (with 100% attendance).

Remuneration, Appointment and Related Party Transaction Committee

Following the changes in the Board of Directors composition in 2020 the Remuneration, Appointment and Related Party Transaction Committee (the "Remuneration Committee") is now comprised of Mr. Edward Hughes, Mr. Scot Wardlaw, and Mr. David Greenbaum. Mr. Edward Hughes is the president of the Remuneration Committee.

The Remuneration Committee presents proposals to the Board of Directors about remuneration and incentive programs to be offered to the management and the Directors of the Company. The Remuneration Committee also deals with related party transactions.

The role of the Remuneration Committee is, among other things, to submit proposals to the Board regarding the remuneration of executive managers, to define objective performance criteria respecting the policy fixed by the Company regarding the variable part of the remuneration of top management (including bonus and share allocations, share options or any other right to acquire shares) and that the remuneration of non-executive Directors remains proportional to their responsibilities and the time devoted to their functions.

During 2023, the role of the Remuneration Committee has been assumed directly by the Board of Directors.

Description of internal controls relative to financial information processing.

The Company has organized the management of internal control by defining control environment, identifying the main risks to which it is exposed together with the level of control of these risks, and strengthening the reliability of the financial reporting and communication process.

Control Environment

For the annual closure, the Company's management completes an individual questionnaire so that any transactions they have carried out with the Company as "Related parties" can be identified.

The Audit Committee has a specific duty in terms of internal control; the role and activities of the Audit Committee are described in this Management Report.

Remuneration and benefits

Board of Directors

See note 1 of the Consolidated financial statements as at 31 December 2023.

Corporate Governance rules and regulations

In reference to the information required by paragraphs (a) to (k) of Article 11(1) of the Law of 19 May 2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, the Board of Directors states the following elements:

(a) The structure of the capital, including securities which are not admitted to trading on a regulated market in a Member State, where appropriate with an indication of the different classes of shares and, for each class of shares, the rights and obligations attaching to it and the percentage of total share capital that it represents:

The share capital of the Company is represented by only one class of shares carrying the same rights.

Out of 1,314,507,629 Company shares outstanding, the 314,507,629 Company shares (registered under ISIN LU0122624777, representing app. 23.9% of the total share capital) have been admitted to trading on the regulated markets of the Luxembourg Stock Exchange and the Warsaw Stock Exchange.

(b) Any restrictions on the transfer of securities, such as limitations on the holding of securities or the need to obtain the approval of the company or other holders of securities, without prejudice to Article 46 of Directive 2001/34/EC:

There is no restriction on the transfer of securities of the Company as at 31 December 2023.

(c) Significant direct and indirect shareholdings (including indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85 of Directive 2001/34/EC:

To the best of the Company's knowledge, the following table sets out information regarding the ownership of the Company's shares as at 31 December 2023. The information collected is based on the notifications received by the Company from any shareholder crossing the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% of the aggregate voting rights in the Company.

Shareholder Number of shares % of capital / voting rights
CPI PROPERTY GROUP (directly) 1,279,198,976 97.31%
Others 35,308,653 2.69%
Total 1,314,507,629 100.0%

(d) The holders of any securities with special control rights and a description of those rights:

None of the Company's shareholders has voting rights different from any other holders of the Company's shares. On 8 June 2016 CPI Property Group's fully owned subsidiary Nukasso Holdings Limited directly and indirectly acquired approximately 97.31% of shares in the Company. As a consequence, Nukasso Holdings Limited from the CPI Property Group became obliged to launch a mandatory takeover bid to purchase any and all of the ordinary shares of the Company (the "Mandatory Takeover Offer"). On 22 August 2016, the Czech Office for the Protection of Competition granted the merger clearance for the acquisition of the Company by CPI Property Group, whereas its decision became final and binding on 23 August 2016.

On 8 December 2017 the CSSF published press releases in which it stated, inter alia, that it has decided not to approve the offer document in the Mandatory Takeover Offer as a consequence of the existence of an undisclosed concern action with respect to the Company. On 15 March 2018 the CSSF published a press release informing that the decisions detailed in the above-mentioned CSSF press releases of 8 December 2017 have been challenged before the Luxembourg administrative courts.

As of the date of this report, the Company has not received any formal decision in relation to the Mandatory

Takeover Offer.

(e) The system of control of any employee share scheme where the control rights are not exercised directly by the employees:

This is not applicable. The Company has no employee share scheme.

(f) Any restrictions on voting rights, such as limitation on the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the Company's cooperation, the financial rights attaching to securities are separated from the holding of securities:

There is no restriction on voting rights.

(g) Any agreements between shareholders which are known to the company and may result in restrictions on the transfer of securities and/or voting rights within the meaning of Directive 2001/34/EC:

To the knowledge of the Company, no shareholder agreements have been entered by and between shareholders that are in effect as of the date of this report. 97.31% of shares in the Company are held directly by CPI PROPERTY GROUP.

(h) the rules governing the appointment and replacement of board members and the amendment of the articles of association:

See section Appointment of Directors of this report.

(i) the powers of board members, and in particular the power to issue or buy back shares:

The Company has no authorized but unissued and unsubscribed share capital in addition to the issued and subscribed corporate capital of €13,145,076.29.

On 30 May 2022, the AGM of shareholders of the Company approved the terms and conditions of the share buyback programme of the Company. The Company itself, or through a company in which the Company holds directly the majority of the voting rights, or through a person acting in their own name but for the account of the Company may repurchase, in one or several steps, a maximum of 35,308,653 shares of the Company, for a purchase price in the range between €0.01 per share to €5 per share.

The shares may be repurchased on the Luxembourg Stock Exchange or the Warsaw Stock Exchange or directly from existing and/or future shareholders by consensual or private sale. The duration of the share buy-back programme is 5 years from the AGM of shareholders of the Company which was held on 30 May 2022.

(j) any significant agreements to which the company is a party and which take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the company; this exception shall not apply where the company is specifically obliged to disclose such information on the basis of other legal requirements:

Under the Securities Note and Summary dated 22 March 2007, with respect to the issue of the 2014 Warrants, the occurrence of a Change of Control (as described in Condition 4.1.8.1.2.1 of the Securities Note and Summary dated 22 March 2007) could result in a potential liability for the Company due to "Change of Control Compensation Amount".

On 10 June 2016 the Company received a major shareholder notification stating that NUKASSO (CYP) and CPI PROPERTY GROUP, which are ultimately held by Mr. Radovan Vitek, hold directly and indirectly 1,279,198,976 of the Company's shares corresponding to 97.31% of voting rights as at 8 June 2016. Accordingly, the Company issued a Change of Control Notice notifying the holders of the 2014 Warrants that the Change of Control, as defined in the Securities Note and the Summary for the 2014 Warrants, occurred on 8 June 2016.

In accordance with the judgement of the Paris Commercial Court (the "Court") pronounced on 26 October 2015 concerning the termination of the Company's Safeguard Plan, liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of 2014 Warrants registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms. Pre-Safeguard liabilities that were not admitted to the Company's Safeguard will be unenforceable. As such, only claims of holders of the 2014 Warrants, whose potential claims were admitted to the Company's Safeguard Plan, could be considered in respect of the present Change of Control. Claims of holders of the 2014 Warrants that were not admitted to the Company's Safeguard will be unenforceable against the Company.

On 9 March 2023 the Luxembourg Court issued a judgment, rejecting the claims of the holders of the 2014 Warrants. The Luxembourg Court confirmed that any claim in relation to the change of control provision had to be made, in accordance with the provisions of the French Commercial Code, within 2 months as from the date of publication of the judgement opening the Safeguard Procedure in the French Official Gazette. Since the claimants did not comply with this obligation, their claim for payment under the change of control provision is not well-founded and has to be rejected. The claimants did not appeal, and the case is closed now.

Certain financing documentation entered into between the Group and financing banks could contain standard change of control clauses.

To the knowledge of the Company, no other agreements have been entered into by the Company.

(k) any agreements between the company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid:

As at 31 December 2023, there are no potential termination indemnity payments in place payable to the members of the Company's management in the event of termination of their contracts in excess of the compensation as required by the respective labour codes.

Additional information

Legal form and share capital

CPI FIM is a public limited company ("société anonyme") incorporated and existing under Luxembourg law. Its corporate capital, subscribed and fully paid-up capital of €13,145,076.29 is represented by 1,314,507,629 shares without nominal value. The accounting par value price is €0.01 per share.

Date of incorporation and termination

The Company was incorporated by deed drawn on 9 September 1993 by Maître Frank Baden, for an indeterminate period of time.

Jurisdiction and applicable laws

The Company exists under the Luxembourg Act of 10 August 1915 on commercial companies, as amended.

Object of business

As described in article 4 of the updated Articles of Association of the Company, its corporate purpose is the direct acquisition of real estate, the holding of ownership interests and the making of loans to companies that form part of its group. Its activity may consist in carrying out investments in real estate, such as the purchase, sale, construction, valorization, management and rental of buildings, as well as in the promotion of real estate, whether on its own or through its branches.

It has as a further corporate purpose the holding of ownership interests, in any form whatsoever, in any commercial, industrial, financial or other Luxembourg or foreign companies, whether they are part of the group or not, the acquisition of all and any securities and rights by way of ownership, contribution, subscription, underwriting or purchase options, or negotiation, and in any other way, and in particular the acquisition of patents and licenses, their management and development, the granting to undertakings in which it holds a direct or indirect stake of all kinds of assistance, loans, advances or guarantees and finally all and any activities directly or indirectly relating to its corporate purpose. It may thus play a financial role or carry out a management activity in enterprises or companies it holds or owns.

The Company may likewise carry out all and any commercial, property, real estate and financial operations likely to relate directly or indirectly to the activities defined above and susceptible to promoting their fulfillment.

Trade register

RCS Luxembourg B 44 996.

Financial year

The Company's financial year begins on the first day of January and ends on the thirty-first day of December.

Distribution of profits and payment of dividends

Each year, at least five per cent of the net corporate profits are set aside and allocated to a reserve. Such deduction ceases being mandatory when such reserve reaches ten per cent of the corporate capital, but will resume whenever such reserve falls below ten per cent. The general meeting of shareholders determines the allocation and distribution of the net corporate profits.

Payment of dividends:

The Board of Directors is entitled to pay advances on dividends when the legal conditions listed below are fulfilled:

  • an accounting statement must be established which indicates that the available funds for the distribution are sufficient;
  • the amount to be distributed may not exceed the amount of revenues since the end of the last accounting year for which the accounts have been approved, increased by the reported profits and by the deduction made on the available reserves for this purpose and decreased by the reported losses and by the sums allocated to reserves in accordance with any legal and statutory provision;
  • the Board of Directors' decision to distribute interim dividends can only be taken within two months after the date of the accounting statement described above;
  • the distribution may not be determined less than six months after the closing date of the previous accounting year and before the approval of the annual accounts related to this accounting year;
  • whenever a first interim dividend has been distributed, the decision to distribute a second one may only be taken at least three months after the decision to distribute the first one; and
  • the statutory and independent auditor(s) in its (their) report to the Board of Directors confirm(s)
  • the conditions listed above are fulfilled.

Under general Luxembourg law, the conditions for making advances on dividends are less stringent than the conditions listed above, however, the more restrictive provisions of the Company's Articles of Association will prevail as the recent changes under Luxembourg law have not yet been reflected in the Articles of Association of the Company.

When an advance distribution exceeds the amount of dividend subsequently approved by the general meeting of shareholders, such advance payment is considered an advance on future dividends.

Exceeding a threshold

Any shareholder who crosses a threshold limit of 5%, 10%, 15%, 33 1/3%, 50% or 66 2/3% of the total of the voting rights must inform the Company, which is then obliged to inform the relevant controlling authorities. Any shareholder not complying with this obligation will lose his voting rights at the next general meeting of shareholders, and until proper majority shareholding notification is made.

Documents on display

Copies of the following documents may be inspected at the registered office of the Company (tel: +352 26 47 67 1), 40 rue de la Vallée, L-2661 Luxembourg, on any weekday (excluding public holidays) during normal business hours:

  1. Articles of Association of the Company;

  1. Audited consolidated financial statements of the Company as of and for the years ended 31 December 2023, 2022, and 2021, prepared in accordance with IFRS adopted by the European Union;

The registration document(s) and most of the information mentioned are available on the Company's website:

www.cpifimsa.com

The registration document(s) is available on the website of Luxembourg Stock Exchange: www.bourse.lu.

External Auditors

Ernst & Young S.A., Luxembourg was elected as the Group's new approved auditor (réviseur d'entreprises agréé) for the financial year commencing on 1 January 2019. The AGM resolved to approve Ernst & Young S.A., Luxembourg as auditors for the financial year ending 31 December 2023.

Reporting

The consolidated management report and the stand-alone management report are presented under the form of a sole report.

SHAREHOLDING

Share capital and voting rights

The subscribed and fully paid-up capital of the Company of €13,145,076.29 is represented by 1,314,507,629 shares without nominal value. The accounting par value is €0.01 per share.

The Company has no authorized but unissued and unsubscribed share capital in addition to the issued and subscribed corporate capital of €13,145,076.29.

All the shares issued by the Company are fully paid up and have the same value. The shares will be either in the form of registered shares or in the form of bearer shares, as decided by the shareholder, except to the extent otherwise provided by law.

The shareholder can freely sell or transfer the shares. The shares are indivisible and the Company only recognizes one holder per share. If there are several owners per share, the Company is entitled to suspend the exercise of all rights attached to such shares until the appointment of a single person as owner of the shares. The same applies in the case of usufruct and bare ownership or security granted on the shares.

Joint owners of shares must be represented within the Company by one of them considered as sole owner or by a proxy, who in case of conflict may be legally designated by a court at the request of one of the owners.

Shareholder holding structure

To the best of the Company's knowledge, the following table sets out information regarding the ownership of the Company's shares as at 31 December 2023. The information collected is based on the notifications received by the Company from any shareholder crossing the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% of the aggregate voting rights in the Company.

Shareholder Number of shares % of capital / voting rights
CPI PROPERTY GROUP (directly) 1,279,198,976 97.31%
Others 35,308,653 2.69%
Total 1,314,507,629 100.0%

Authorized capital not issued

The Company has no authorized but unissued and unsubscribed share capital in addition to the issued and subscribed corporate capital of €13,145,076.29.

POTENTIAL RISKS AND OTHER REPORTING REQUIREMENTS

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk, cash flow interest rate risk and other risks), credit risk and liquidity risk. This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital.

The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits.

Supervision of the Group's risk is accomplished through discussions held by executive management in appropriate frameworks together with reporting and discussions with the Board of Directors.

Subsequent closing events

Please refer to note 11 of the Consolidated financial statements as at 31 December 2023.

Other reporting requirements

  • The Company does not have any activities in research and development.
  • The Company does not have any branches.

Financial risks exposure

For a thorough description of the principal risks and uncertainties, please refer to note 7 of the Consolidated financial statements as at 31 December 2023.

The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits.

Supervision of the Group's risk is accomplished through discussions held by executive management in appropriate frameworks together with reporting and discussions with the Board of Directors.

Certain subsidiaries may be in breach of loan covenants

As of the date of this report, none of the Company's subsidiaries are in breach of financial ratios specified in their respective loan agreements and administrative covenants.

The Group's financing arrangements could give rise to additional risk

When the Group acquires a property using external financing, the Group usually provides a mortgage over the acquired property and pledges the shares of the specific subsidiary acquiring the property. There can be no assurance that the registration of mortgages and pledges has been concluded in accordance with applicable local law, and a successful challenge against such mortgages or pledges may entitle the lender to demand early repayment of its loan to the Group. The Group's financing agreements contain financial covenants that could, among other things, require the Group to maintain certain financial ratios. In addition, some of the financing agreements require the prior written consent of the lender to any merger, consolidation or corporate changes of the borrower and the other obligors. Should the Group breach any representations, warranties or covenants contained in any such loan or other financing agreement, or otherwise be unable to service interest payments or principal repayments, the Group may be required immediately to repay such borrowings in whole or in part, together with any related costs. If the Group does not have sufficient cash resources or other credit facilities available to make such repayments, it may be forced to sell some or all of the properties comprising the Group's investment portfolio, or refinance those borrowings with the risk that borrowings may not be able to be refinanced or that the terms of such refinancing may be less favorable than the existing terms of borrowing.

Market risk

Foreign currency risk

Currency risk is applicable generally to those business activities and development projects where different currencies are used for repayment of liabilities under the relevant financing to that of the revenues generated by the relevant property or project. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is exposed to currency risk mainly on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the CZK, but also others (see note 7.3 Market risk of the Consolidated financial statements as at 31 December 2023). The functional currency of most Group companies is the Czech koruna and a significant portion of revenues and costs are realised primarily in the Czech koruna.

For more detail, please refer to note 7.3 Foreign currency risk of the Consolidated financial statements as at 31 December 2023.

Price risk

To manage its price risk arising from investments in equity securities and such embedded derivatives, the Group diversifies its portfolio or only enters these operations if they are linked to operational investments.

For more detail, please refer to note 7.3 Price risk of the Consolidated financial statements as at 31 December 2023.

Interest rate risk

The Group uses fixed rate debt financing to finance the purchase, development, construction and maintenance of its properties. When floating rate financing is used, the Group's costs increase if prevailing interest rate levels rise. While the Group generally seeks to control its exposure to interest rate risks by entering into interest rate swaps, not all financing arrangements are covered by such swaps and a significant increase in interest expenses would have an unfavorable effect on the Group's financial results and may have a material adverse effect on the Group's business, financial condition, results of operations and prospects. Rising interest rates could also affect the Group's ability to make new investments and could reduce the value of the properties. Conversely, hedged interests do not allow the Company to benefit from falling interest rates.

For more detail, please refer to note 7.3 Interest rate risk of the Consolidated financial statements as at 31 December 2023.

Other risks

The Group is also exposed to property price and property rentals risk but it does not pursue any speculative policy. Even though the Group's activities are focused on one geographical area (Central Europe) such activities are spread over several business lines (residences, offices) and different countries.

Credit risk

The Group has no significant concentrations of commercial credit risk. Rental contracts are made with customers with an appropriate credit history. Credit risk is managed by local management and by Group management.

For more detail, please refer to note 7.1 Credit risk of the Consolidated financial statements as at 31 December 2023.

Liquidity risk

For more detail, please refer to note 7.2 Liquidity risk of the Consolidated financial statements as at 31 December 2023.

Capital management

For more detail, please refer to note 7.4 Capital management of the Consolidated financial statements as at 31 December 2023.

Risks associated with real estate and financial markets

Changes in the general economic and cyclical parameters may negatively influence the Group's business activity.

The Group's core business activity is mainly based on the letting and sale of real estate property. The revenues from rents and revenues from sales of real estate property investments are key figures for the Group's value and profitability. Rents and sales prices depend on economic and cyclical parameters, which the Group cannot control.

The Group's property valuations may not reflect the real value of its portfolio, and the valuation of its assets may fluctuate from one period to the next.

The Group's investment property portfolio is valued at least once a year by an independent appraiser. The Group's property assets were valued as at 31 December 2023. The change in the appraised value of investment properties, in each period, determined on the basis of expert valuations and adjusted to account for any acquisitions and sales of buildings and capital expenditures, is recorded in the Group's income statements. For each Euro of change in the fair value of the investment properties, the net income of the Group changes by one Euro. Changes in the fair value of the buildings could also affect gains from sales recorded on the income statement (which are determined by reference to the value of the buildings) and the rental yield from the buildings (which is equal to the ratio of rental revenues to the fair value of the buildings). Furthermore, adverse changes in the fair value of the buildings could affect the Group's cost of debt financing, its compliance with financial covenants and its borrowing capacity.

The values determined by independent appraisers are based on numerous assumptions that may not prove correct, and also depend on trends in the relevant property markets. An example is the assumption that the Company is a "going concern", i.e., that it is not a "distressed seller" whose valuation of the property assets may not reflect potential selling prices. In addition, the figures may vary substantially between valuations. A decline in valuation may have a significant adverse impact on the Group's financial condition and results, particularly because changes in property values are reflected in the Group's consolidated net profit. Conversely, valuations may be lagging soaring market conditions, inadequately reflecting the fair property values at a later time.

The Group is also exposed to valuation risk regarding the receivables from its asset sales. Management values these receivables by assessing the credit risk attached to the counterparties for the receivables. Any change in the credit worthiness of a counterparty or in the Group's ability to collect on the receivable could have a significant adverse impact on the Group's financial position and results.

Changing residential trends or tax policies may adversely affect sales of developments.

The Group is involved in residential, commercial and retail development projects. Changing residential trends are likely to emerge within the markets in Central and Eastern Europe as they mature and, in some regions, relaxed planning policies may give rise to over-development, thereby affecting the sales potential of the Group's residential developments. Changing real estate taxes or VAT taxes may also have a notable impact on sales (such as for example a hike in sales before implementation of a tax increase followed by structurally lower sales). These factors will be considered within the investment strategy implemented by the Group but may not always

be anticipated and may have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

CORPORATE RESPONSIBILITY

Corporate responsibility and sustainable development is at the core of the strategy of the Company. The Group's top management actively foster best practices as an opportunity to improve the cost efficiency of internal processes and the value creation of our main activity - development of properties, provision of equity loans and management services to other entities within the CPIPG Group. 4

Environmental, social and ethical matters

The Group is committed to high standards in environmental, social and ethical matters. Our staff receive training on our policies in these areas, and are informed when changes are made to the policy. Our environmental policy is to comply with all applicable local regulations, while pursuing energy-efficient solutions and green / LEED certification wherever possible. Ethical practice is a core component of our corporate philosophy; we have achieved top-quality standards in reporting and communications, and have invested in the best professionals. From a social perspective, we care deeply about all our stakeholders. Our corporate culture is centered around respect and professionalism, and we believe in giving back to our community.

Environmental matters

The Group follows a pragmatic approach to environmental aspects of its business. Environmental criteria are one of the main aspects of the Group's development and construction projects.

Before each potential asset investment, the Group examines the environmental risks. Project timing, progress and budgets are carefully monitored, mostly with the support of external project monitoring advisors. Health, safety and environmental risks are monitored before and during construction.

Health and safety, as well as the technical and security installations are periodically inspected for checking of their status and the conformity with applicable legislation and local regulation.

As a priority item for apartment building renovations, the Group replaces older heating systems with natural gas systems, and seeks to improve the overall level of thermal insulation in its buildings.

Social matters

The Group follows the Environmental, Social and Governance (ESG) framework of its parent company CPIPG.

The Group aims to promote personal development of its employees. The Group provides a work environment that is motivating, competitive and reflects the needs of the employees. The Group promotes diversity and equal opportunity in the workplace.

Employees of the Group conduct annual reviews with their managers, covering also the relationships of the employees with their work and working place, as well as the Group in general.

Ethical matters

The Group has policies addressing conduct, including conflicts of interest, confidentiality, abuse of company property and business gifts.

MANAGEMENT REPORT | 46 4 For the ESG related statements, also applicable to the Company, please refer to the management report of CPI PROPERTY GROUP.

EU TAXONOMY

The EU Taxonomy is a green classification system that translates the EU's climate and environmental objectives into criteria for specific economic activities for investment purposes. It recognises as 'environmentally sustainable' economic activities that make a substantial contribution to at least one of the EU's climate and environmental objectives, while at the same time not significantly harming any of the other objectives and meeting minimum social safeguards.

In accordance with the EU Taxonomy Regulation and based on Annex I and Annex II of the supplementary delegated act on the climate targets of the EU Taxonomy and by using the EU Taxonomy Compass, the Group has identified all activities that are deemed eligible for EU Taxonomy based on their descriptions:

7.7 - Acquisition and ownership of buildings.

With regard to the technical screening criteria relevant to the economic activity 7.7 - Acquisition and ownership of buildings under the environmental goal Climate change mitigation, the buildings of the Group were checked individually for the date of the application for a construction permit and the existence of a valid Class A energy performance certificate, if possible based on the primary energy efficiency. Czech buildings were analysed on the basis of a corresponding study to determine whether they belong to the top 15% of the national building stock in terms of energy efficiency in operation. If so, this replaced the requirement for a class A energy performance certificate, with the remaining criteria also having to be met.

If a class A energy performance certificate is available and the building is a non-residential building, the nominal capacity of the HVAC systems (heating, ventilation, air conditioning, refrigeration) was recorded and, if the threshold value of 290 kW was exceeded, the efficient operation within the meaning of the EU Taxonomy was verified. The properties in the Czech Republic are covered by certified Energy management system according to ISO 50 001.

In addition, a comprehensive Climate risk assessment of the Group's portfolio was conducted in early 2024 using Representative Concentration Pathways (RCP) including RCP2.6, RCP4.5, RCP6.0, and RCP8.5 to prevent any significant negative impacts.

The Group fundamentally ensures the minimum safeguards required by the EU Taxonomy. The topics of human rights, anti-corruption, taxes and fair competition are covered by organisational policies, processes and grievance mechanisms and employees´ training on an annual basis. CPI FIM is not involved in the manufacture or sale of controversial weapons.

In total for the year 2023, the Group has identified 1 building that currently meet the criteria according to the economic activity 7.7 - Acquisition and ownership of buildings. Turnover, CapEx and OpEx are always considered taxonomy-aligned if the taxonomy-eligible proportions of turnover, CapEx and OpEx are attributable to the buildings classified as taxonomy-aligned.

Turnover:

In accordance with the Delegated Act on Art. 8 of the EU Taxonomy, the turnover KPI is based on the consolidated turnover of the Group and relates primarily to gross rental income and service charge income.

The numerator of the revenue KPI is based on the taxonomy-aligned proportion of the relevant economic activity with reference to making a substantial contribution to the environmental objectives.

CapEx:

The key performance indicator capital expenditure (CapEx) is defined as the proportion of taxonomy-aligned capital expenditures (numerator) divided by the Group's total capital expenditures (denominator).

The denominator comprises the Group´s additions (CapEx, development costs) to investment property, property, plant and equipment, inventories and other parts of the Group´s property portfolio.

The numerator includes capital expenditures related to assets that are associated with taxonomy-aligned proportions of economic activity. The Group considered capital expenditures that are material to maintaining and performing the economic activity. The principle of allocation here is the generation of external revenues through the relevant economic activities.

OpEx:

The key performance indicator operating expenditure (OpEx) is defined as the proportion of taxonomy-aligned operating expenditures (numerator) divided by total operating expenditures (denominator). The classification of the operating expenditures can be derived analogously from the categories of capital expenditures.

Total operating expenditures consist of non-capitalised costs associated with operating the property portfolio. These include building maintenance and repairs, real estate tax, utilities, insurance, facility management and other property related services.

The calculations were performed in accordance with IFRS in line with the consolidated financial statement.

The Group provides the EU Taxonomy disclosure on a voluntary basis.

Turnover
Financial year 2023 Substantial contribution criteria DNSH criteria
Economic activities Co
de
(s)
Tu
rno
ve
r
ye
Pro
ar
po
20
rti
23
on
of
Tu
rno
ve
r
M
Cl
itig
im
ati
ate
on
C
(C
ha
ng
CM
e
)
Ad
Cl
ap
im
tat
ate
ion
C
ha
(C
ng
CA
e
)
W
ate
r
Po
llu
tio
n
Ci
rcu
lar
ec
on
om
y
Bio
div
ers
ity
M
Cl
itig
im
ati
ate
on
C
(C
ha
ng
CM
e
)
Ad
Cl
ap
im
tat
ate
ion
C
ha
(C
ng
CA
e
)
W
ate
r
Po
llu
tio
n
Ci
rcu
lar
ec
on
om
y
Bio
div
ers
ity
M
ini
mu
m
Sa
feg
ua
rds
Proportion
of
Taxonomy
aligned
(A.1.) or
eligible
(A.2.)
turnover,
year 2022
Ca
te
go
ry
en
ab
lin
g a
cti
vit
y
Ca
te
go
ac
ry
tiv
tra
ity
ns
itio
na
l
€m % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Acquisition and ownership of buildings CCM7.7/CCA7.7 0.2 0.4% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 1.3%
Hotels, holiday, camping
grounds and similar accommodation
CCM7.7/CCA7.7/BIO2.1 0.0 0.0% Y N N/EL N/EL N/EL Y Y Y Y Y Y Y Y
Turnover of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
0.2 0.4% 0.4% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y 1.3%
Of which Enabling 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y E
Of which Transitional 0.0% 0.0% 0.0% Y T
A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned)
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Acquisition and ownership of buildings CCM7.7/CCA7.7 53.9 97.6% EL EL N/EL N/EL N/EL N/EL 95.4%
Hotels, holiday, camping
grounds and similar accommodation
CCM7.7/CCA7.7/BIO2.1 0.0 0.0% EL EL N/EL N/EL N/EL EL
Electricity generation using solar photovoltaic
technology
CCM 4.1 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
Electricity generation from bioenergy CCM 4.8 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
Turnover of Taxonomy-eligible but not
environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
53.9 97.6% 97.6% 0.0% 0.0% 0.0% 0.0% 0.0% 95.4%
Turnover of Taxonomy
eligible activities (A.1 + A.2)
54.1 98.0% 98.0% 0.0% 0.0% 0.0% 0.0% 0.0% 96.7%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
1.1 2.0%
(B) Proportion of turnover/Total turnover
Taxonomy-aligned per objective
Taxonomy-eligible per objective
Total 55.2 100%

Proportion of turnover/Total turnover
CCM 0.4% 98.0%
CCA 0% 0%
WTR 0% 0%
CE 0% 0%
PPC 0% 0%
BIO 0% 0%
CapEx
Financial year 2023 Substantial contribution criteria DNSH criteria
Economic activities Co
de
(s)
Ca
pE
x
20
Pro
23
po
rti
on
of
C
ap
Ex
ye
ar
M
Cl
itig
im
ati
ate
on
C
(C
ha
ng
CM
e
)
Ad
Cl
ap
im
tat
ate
ion
C
ha
(C
ng
CA
e
)
W
ate
r
Po
llu
tio
n
Ci
rcu
lar
ec
on
om
y
Bio
div
ers
ity
M
Cl
itig
im
ati
ate
on
C
(C
ha
ng
CM
e
)
Ad
Cl
ap
im
tat
ate
ion
C
ha
(C
ng
CA
e
)
W
ate
r
Po
llu
tio
n
Ci
rcu
lar
ec
on
om
y
Bio
div
ers
ity
M
ini
mu
m
Sa
feg
ua
rds
Proportion
of
Taxonomy
aligned
(A.1.) or
eligible
(A.2.)
CapEx,
year 2022
Ca
te
go
ry
ac
en
ab
ity
lin
g a
cti
vit
y
Ca
te
go
ry
tiv
tra
ns
itio
na
l
€m % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Acquisition and ownership of buildings CCM7.7/CCA7.7 0.4 0.8% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 16.2%
Hotels, holiday, camping
grounds and similar accommodation
CCM7.7/CCA7.7/BIO2.1 0.0 0.0% Y N N/EL N/EL N/EL N Y Y Y Y Y Y Y
CapEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
0.4 0.8% 0.8% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y 16.2%
Of which Enabling 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y E
Of which Transitional 0.0% 0.0% 0.0% Y T
A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned)
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Acquisition and ownership of buildings CCM7.7/CCA7.7 46.0 91.8% EL EL N/EL N/EL N/EL N/EL 20.4%
Hotels, holiday, camping
grounds and similar accommodation
CCM7.7/CCA7.7/BIO2.1 0.0 0.0% EL EL N/EL N/EL N/EL EL
Electricity generation using solar
photovoltaic technology
CCM 4.1 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
Electricity generation from bioenergy CCM 4.8 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
CapEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
46.0 91.8% 91.8% 0.0% 0.0% 0.0% 0.0% 0.0% 20.4%
CapEx of Taxonomy
eligible activities (A.1 + A.2)
46.4 92.7% 92.7% 0.0% 0.0% 0.0% 0.0% 0.0% 36.6%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of Taxonomy-non-eligible
activities (B)
3.7
7.3%
Proportion of CapEx/Total CapEx
Total 50.1 100.0% CCM Taxonomy-aligned per objective
Taxonomy-eligible per objective
0.8%
92.7%

CCA 0% 0% WTR 0% 0% CE 0% 0% PPC 0% 0% BIO 0% 0%

MANAGEMENT REPORT | 50

OpEx
Financial year 2023 Substantial contribution criteria DNSH criteria
Economic activities Co
de
(s)
Op
Ex
20
Pro
23
po
rti
on
of
O
pE
x y
ea
r
M
Cl
itig
im
ati
ate
on
C
(C
ha
ng
CM
e
)
Ad
Cl
ap
im
tat
ate
ion
C
ha
(C
ng
CA
e
)
W
ate
r
Po
llu
tio
n
Ci
rcu
lar
ec
on
om
y
Bio
div
ers
ity
M
Cl
itig
im
ati
ate
on
C
(C
ha
ng
CM
e
)
Ad
Cl
ap
im
tat
ate
ion
C
ha
(C
ng
CA
e
)
W
ate
r
Po
llu
tio
n
Ci
rcu
lar
ec
on
om
y
Bio
div
ers
ity
M
ini
mu
m
Sa
feg
ua
rds
Proportion
of
Taxonomy
aligned
(A.1.) or
eligible
(A.2.)
OpEx,
year 2022
Ca
te
go
ry
en
ac
ab
ity
lin
g a
cti
vit
y
Ca
te
go
ry
tiv
tra
ns
itio
na
l
€m % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Acquisition and ownership of buildings CCM7.7/CCA7.7 0.3 6.4% Y N N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y 13.4%
Hotels, holiday, camping
grounds and similar accommodation
CCM7.7/CCA7.7/BIO2.1 0.0 0.0% Y N N/EL N/EL N/EL N Y Y Y Y Y Y Y
OpEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
0.3 6.4% 6.4% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y 13.4%
Of which Enabling 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Y Y Y Y Y Y Y E
Of which Transitional 0.0% 0.0% 0.0% Y T
A.2. Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned)
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Acquisition and ownership of buildings CCM7.7/CCA7.7 3.8 83.2% EL EL N/EL N/EL N/EL N/EL 73.2%
Hotels, holiday, camping
grounds and similar accommodation
CCM7.7/CCA7.7/BIO2.1 0.0 0.0% EL EL N/EL N/EL N/EL EL
Electricity generation using solar
photovoltaic technology
CCM 4.1 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
Electricity generation from bioenergy CCM 4.8 0.0 0.0% EL N/EL N/EL N/EL N/EL N/EL 0.0%
OpEx of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
3.8 83.2% 83.2% 0.0% 0.0% 0.0% 0.0% 0.0% 73.2%
OpEx of Taxonomy
eligible activities (A.1 + A.2)
4.1 89.6% 89.6% 0.0% 0.0% 0.0% 0.0% 0.0% 86.6%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of Taxonomy-non-eligible activities
(B)
0.5 10.4% Proportion of OpEx/Total OpEx
Total 4.6 100.0% Taxonomy-aligned per objective Taxonomy-eligible per objective

CCM 6.4% 89.6% CCA 0% 0% WTR 0% 0% CE 0% 0% PPC 0% 0% BIO 0% 0%

MANAGEMENT REPORT | 51

GLOSSARY & DEFINITIONS

Alternative Performance Measures

The Company presents alternative performance measures (APMs). The APMs used in our report are commonly referred to and analysed amongst professionals participating in the Real Estate Sector to reflect the underlying business performance and to enhance comparability both between different companies in the sector and between different financial periods. APMs should not be considered as a substitute for measures of performance in accordance with the IFRS. The presentation of APMs in the Real Estate Sector is considered advantageous by various participants, including banks, analysts, bondholders and other users of financial information:

  • APMs provide additional helpful and useful information in a concise and practical manner.
  • APMs are commonly used by senior management and Board of Directors for their decisions and setting of mid and long-term strategy of the Group and assist in discussion with outside parties.
  • APMs in some cases might better reflect key trends in the Group's performance which are specific to that sector, i.e. APMs are a way for the management to highlight the key value drivers within the business that may not be obvious in the consolidated financial statements.

For new definitions of measures or reasons for their change, see below.

EPRA NRV (former EPRA NAV)

EPRA NRV assumes that entities never sell assets and aims to represent the value required to rebuild the entity. The objective of the EPRA Net Reinstatement Value measure is to highlight the value of net assets on a long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances such as the fair value movements on financial derivatives and deferred taxes on property valuation surpluses are therefore excluded. Since the aim of the metric is to also reflect what would be needed to recreate the company through the investment markets based on its current capital and financing structure, related costs such as real estate transfer taxes should be included.

The performance indicator has been prepared in accordance with best practices as defined by EPRA (European Public Real Estate Association) in its Best Practices Recommendations guide, available on EPRA's website (www.epra.com).

EPRA NRV per share

EPRA NRV divided by the diluted number of shares at the period end.

EPRA NDV (former EPRA NNNAV)

EPRA NDV represents the shareholders' value under a disposal scenario, where deferred tax, financial instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. The objective of the EPRA NDV measure is to report net asset value including fair value adjustments in respect of all material balance sheet items which are not reported at their fair value as part of the EPRA NRV.

The performance indicator has been prepared in accordance with best practices as defined by EPRA (European Public Real Estate Association) in its Best Practices Recommendations guide, available on EPRA's website (www.epra.com).

EPRA NDV per share

EPRA NDV divided by the diluted number of shares at the period end.

Equity ratio

Equity ratio is a measure that provides a general assessment of financial risk undertaken and is calculated as total equity as reported divided by total assets as reported.

Project Loan-to-Value

With respect to a structure of financing, the Group no longer provides the calculation of this measure, since it might be confusing for the reader.

EPRA NAV and EPRA NAV per share

The Group no longer provides the calculation of these measures, since they were replaced by the calculation of EPRA NRV and EPRA NRV per share.

EPRA NNNAV and EPRA NNNAV per share

The Group no longer provides the calculation of these measures, since they were replaced by the calculation of EPRA NDV and EPRA NDV per share.

Other definitions

EPRA

European Public Real Estate Association.

Development for rental

Development for Rental represents carrying value of developed assets – ie. under development or finished assets – being held by the Group with the intention to rent the assets in the foreseeable future.

Development for sale

Development for Sale represents carrying value of developed assets – ie. under development or finished assets – being held by the Group with the intention to sell the assets in the foreseeable future.

Gross Asset Value (GAV) or Fair value of Property portfolio or Property portfolio value

The sum of fair value of all real estate assets held by the Group on the basis of the consolidation scope and real estate financial investments (being shares in real estate funds, loans to third parties active in real estate or shares in non-consolidated real estate companies).

Gross Leasable Area (GLA)

GLA is the amount of floor space available to be rented. GLA is the area for which tenants pay rent, and thus the area that produces income for the property owner.

Gross Saleable Area (GSA)

GSA is the amount of floor space held by the Group with the intention to be sold. GSA is the area of property to be sold with a capital gain.

Market value

The estimated amount determined by the Group's external valuer in accordance with the RICS Valuation Standards, for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing.

Occupancy rate

The ratio of leased premises to leasable premises.

Potential gross leasable area

Potential Gross Leasable Area is the total amount of floor space and land area being developed which the Group is planning to rent after the development is complete.

Potential gross saleable area

Potential Gross Saleable Area is the total amount of floor space and land area being developed which the Group is planning to sell after the development is complete.

CPI FIM S.A.

40 rue de la Vallée L-2661 Luxembourg R.C.S. Luxembourg B 44996 (the "Company")

DECLARATION LETTER FINANCIAL REPORTS AS AT 31 DECEMBER 2023

1.1. Person responsible for the Annual Financial Report

  • Mr. David Greenbaum, acting as Managing Director of the Company, with professional address at 40 rue de la Vallee, L-2661 Luxembourg, Grand-Duchy of Luxembourg, email: [email protected].

1.2. Declaration by the person responsible for the Annual Financial Report

The undersigned hereby declares that, to the best of his knowledge:

  • the consolidated financial statements of the Company as at 31 December 2023, prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and results of the Company and its subsidiaries included in the consolidation taken as a whole; and
  • that the Management Report as at 31 December 2023 provides a fair view of the development and performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face.

Approved by the Board of Directors and signed on its behalf by Mr. David Greenbaum.

Luxembourg, on 28 March 2024

Mr. David Greenbaum Managing Director

CPI FIM Société anonyme 40, rue de la Vallée, L-2661 Luxembourg RCS Luxembourg B 44.996 tél : 00 352 26 47 67 1 fax : 00 352 26 47 67 67 www.cpifimsa.com

CPI FIM SA

CPI FIM SA

CONSOLIDATED FINANCIAL STATEMENTS

AS AT 31 DECEMBER 2023 AND FOR THE YEAR THEN ENDED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year-ended
Note 31
December
2023
31
December
2022
Gross
rental
income
5.1 35,948 34,685
Service
charges
and
other
income
5.2 14,307 11,150
Cost
of
service
and
other
charges
5.2 (13,463) (10,449)
Property
operating
expenses
5.3 (3,951) (3,485)
Net
service
and
rental
income
32,841 31,901
Hotel
revenue
841 597
Hotel
operating
expenses
(744) (480)
Net
hotel
income
97 117
Revenue
from
other
business
operations
4,142 -
Related
operating
expenses
(4,246) -
Net
income
from
other
business
operations
(104) -
Total
revenues
55,238 46,432
Total
direct
business
operating
expenses
(22,404) (14,414)
Net
business
income
32,834 32,018
Net
valuation
gain/(loss)
5.4 (18,487) 62,674
Net
gain
on
the
disposal
of
investment
property
and
subsidiaries
5.5 1,261 7,839
Amortization,
depreciation
and
impairments
5.6 (1,067) (2,726)
Administrative
expenses
5.7 (7,638) (6,679)
Other
operating
income
330 513
Other
operating
expenses
(165) (554)
Operating
result
7,068 93,085
Interest
income
5.9 267,760 215,972
Interest
expense
5.9 (148,952) (125,827)
Other
net
financial
result
5.8 (29,709) 35,826
Net
finance
income
89,099 125,971
Share
of
profit
of
equity-accounted
investees
(net
of
tax)
6.3 215 1,481
Profit
before
income
tax
96,382 220,537
Income
tax
expense
5.10 (49,949) (39,892)
Net
profit
from
continuing
operations
46,433 180,645
Items
that
may
or
are
reclassified
subsequently
to
profit
or
loss
Translation
difference
17,533 14,888
Items
that
will
not
be
reclassified
subsequently
to
profit
or
loss
Fair
value
changes
of
financial
assets
(7,084) 8,665
Cashflow
hedges
(7,827) -
Revaluation
of
property,
plant
and
equipment
- (1,609)
Income
tax
on
other
comprehensive
income
items
1,249 386
Other
comprehensive
income
for
the
period,
net
of
tax
3,871 22,330
Total
comprehensive
income
for
the
year
50,304 202,975
Profit
attributable
to:
Owners
of
the
Company
46,433 147,240
Non-controlling
interests
- 33,405
Profit
for
the
year
Total
comprehensive
income
attributable
to:
Owners
of
the
Company
50,304 169,570
Non-controlling
interests
- 33,405
Total
comprehensive
income
for
the
year
50,304 202,975
Earnings
per
share
Basic
earnings
in
EUR
per
share
6.10 0.04 0.11
Diluted
earnings
in
EUR
per
share
6.10 0.04 0.11

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note 31
December
2023
31
December
2022
Non-current
assets
Intangible
assets
918 842
Investment
property
6.1 1,589,610 1,640,110
Property,
plant
and
equipment
6.2 2,494 2,752
Equity
accounted
investees
6.3 16,939 9,724
Other
investments
6.4 54,571 61,655
Loans
provided
6.5 4,319,000 4,568,394
Other
receivables
72 76
Deferred
tax
asset
5.10 92,933 120,370
6,076,537 6,403,923
Current
assets
Inventories 6.6 50,344 402
Income
tax
receivables
1,466 522
Derivative
instruments
1,810 13,730
Trade
receivables
6.7 7,942 6,074
Loans
provided
6.5 719,276 144,579
Cash
and
cash
equivalents
6.8 83,602 104,082
Other
receivables
6.9 238,917 188,058
Other
non-financial
assets
11,231 6,254
1,114,588 463,701
Total
assets
7,191,125 6,867,624
Equity
Equity
attributable
to
owners
of
the
Company
6.10 1,457,147 1,408,219
Share
capital
13,145 13,145
Share
premium
784,670 784,670
Other
reserves
144,445 140,574
Retained
earnings
514,887 469,830
Non-controlling
interests
6.10 467 310,726
1,457,614 1,718,945
Non-current
liabilities
Financial
debts
6.11 4,965,233 4,653,862
Deferred
tax
liability
5.10 164,808 149,139
Other
financial
liabilities
6.12 14,033 5,383
5,144,074 4,808,384
Current
liabilities
Financial
debts
6.11 191,718 246,013
Trade
payables
6.13 22,514 12,623
Income
tax
liabilities
437 10,063
Other
financial
liabilities
6.14 373,553 70,307
Other
non-financial
liabilities
6.15 1,215 1,289
589,437 340,295
Total
equity
and
liabilities
7,191,125 6,867,624
2023
CONSOLIDATED
FINANCIAL
STATEMENTS
3

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Note Share
capital
Share
premium
Translation
reserve
Other
reserves
Retained
earnings
Equity
attributable
to
owners
of
the
Company
Non-controlling
interests
Total
equity
As
at
1
January
2023
6.10 13,145 784,670 31,884 108,690 469,830 1,408,219 310,726 1,718,945
Profit
for
the
year
- - - - 46,433 46,433 - 46,433
Total
comprehensive
income
- - 17,533 (13,662) - 3,871 - 3,871
Total
comprehensive
income
for
the
period
- - 17,533 (13,662) 46,433 50,304 - 50,304
Acquisition
of
NCI
6.10 - - - - (1,376) (1,376) (310,259) (311,635)
Balance
as
at
31
December
2023
13,145 784,670 49,417 95,028 514,887 1,457,147 467 1,457,614
Note Share
capital
Share
premium
Translation
reserve
Other
reserves
Retained
earnings
Equity
attributable
to
owners
of
the
Company
Non-controlling
interests
Total
equity
As
at
1
January
2022
6.10 13,145 784,670 16,996 101,248 322,590 1,238,649 277,321 1,515,970
Profit
for
the
year
- - - - 147,240 147,240 33,405 180,645
Other
comprehensive
income
- - 14,888 7,442 - 22,330 - 22,330
Total
comprehensive
income
for
the
period
- - 14,888 7,442 147,240 169,570 33,405 202,975
Balance
as
at
31
December
2022
13,145 784,670 31,884 108,690 469,830 1,408,219 310,726 1,718,945

CONSOLIDATED STATEMENT OF CASH FLOWS

Year-ended
Note 31
December
2023
31
December
2022
Profit
before
income
tax
96,382 220,537
Adjusted
by:
Net
valuation
gain
5.4,
6.1
18,487 (62,674)
Net
gain
on
the
disposal
of
investment
property
5.5 (60) (7,613)
Depreciation
and
amortisation
5.6 1 245
Impairment/
(reversal
of
impairment)
5.6 1,066 2,481
Gain
on
the
disposal
of
subsidiaries
and
investees
5.5 (1,201) (226)
Net
interest
income
(118,808) (90,145)
Other
net
finance
(income)/costs
- 534
Share
of
profit
of
equity
accounted
investees
6.3 (215) (1,481)
Unrealized
exchange
rate
differences
and
other
non-cash
transactions
33,659 (35,548)
Profit
before
changes
in
working
capital
and
provisions
29,311 26,110
Increase
in
inventories
(20,468) (47)
Decrease/(increase)
in
trade
and
other
receivables
(57,702) 48,718
Increase/(decrease)
in
trade
and
other
payables
11,453 24,609
Income
tax
paid
(2,754) (1,242)
Net
cash
from
operating
activities
(40,160) 98,148
Acquisition
of
joint-ventures,
net
of
cash
acquired
(7,000) (55)
Purchase
and
expenditures
on
property,
plant
and
equipment
and
intangible
assets
(330) (2,246)
Purchase
and
expenditures
on
investment
property
6.1 (43,317) (34,796)
Proceeds
from
sale
of
investment
property
5.5 346 66,050
Proceeds
from
disposals
of
subsidiaries,
net
of
cash
disposed
5.5 17,511 2,245
Loans
provided
6.5 (755,982) (1,413,850)
Loans
repaid
6.5 533,243 205,192
Interest
received
166,503 240,659
Net
cash
used
in
investing
activities
(89,026) (936,801)
Drawdowns
of
loans
and
borrowings
6.11 504,175 1,013,055
Repayments
of
loans
and
borrowings
6.11 (291,606) (112,917)
Interest
paid
6.11 (112,728) (167,479)
Gain
from
financial
derivates
8,865 -
Net
cash
from
financing
activities
108,706 732,659
Net
decrease
in
cash
(20,480) (105,994)
Cash
and
cash
equivalents
at
the
beginning
of
the
year
Cash
and
cash
equivalents
at
the
end
of
the
year
83,602 104,082
2023
CONSOLIDATED
FINANCIAL
STATEMENTS
5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 General information

CPI FIM SA, société anonyme (the "Company") and its subsidiaries (together the "Group" or "CPI FIM"), is an owner of income-generating real estate primarily in Poland and in the Czech Republic as well as of land bank and development projects intended for future rent. The Company is a subsidiary of CPI Property Group (also "CPI PG" and together with its subsidiaries as the "CPI PG Group"), which holds 97.31% of the Company shares. The Company is also involved in providing of loans and management services to other entities within the CPI PG Group.

The Company is a joint stock company incorporated for an unlimited term and registered in Luxembourg. The address of its registered office is 40, rue de la Vallée, L-2661 Luxembourg, Grand Duchy of Luxembourg. The trade registry number of the Company is B 44 996.

The Company´s shares registered under ISIN code LU0122624777 are listed on the regulated markets of the Luxembourg Stock Exchange and the Warsaw Stock Exchange.

Description of the ownership structure

As at 31 December 2023, CPI PG directly owns 97.31% of the Company shares. CPI PG is a Luxembourg jointstock company (société anonyme), whose shares registered under ISIN code LU0251710041 are listed on the regulated market of the Frankfurt Stock Exchange in the General Standard segment.

As at 31 December 2023, Radovan Vítek, the ultimate beneficial owner of the Group, indirectly owns 88.41% of CPI PG outstanding shares (89.35% voting rights).

For the list of shareholders as at 31 December 2023 refer to note 6.10.

Board of Directors

As at 31 December 2023, the Board of Directors consists of the following directors:

Mr. David Greenbaum

Mr. Edward Hughes

Mrs. Anita Dubost

Mr. Scot Wardlaw

CPI FIM SA

2 Basis of preparation and significant accounting policies

2.1 Basis of preparation of consolidated financial statements

(a) Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

All the figures are presented in thousands of Euros, except if explicitly indicated otherwise.

The consolidated financial statements have been prepared on a going concern basis.

The consolidated financial statements were authorized for issue by the Board of Directors on 28 March 2024.

(b) New and amended standards and interpretations

For the preparation of these consolidated financial statements, the following amended standards and interpretations are mandatory for the first time for the financial year beginning 1 January 2023. The amendments and interpretations apply for the first time in 2023, but do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

Disclosure of Accounting Policies - Amendments to IAS 1

The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

International Tax Reform—Pillar Two Model Rules – Amendments to IAS 12

The amendments to IAS 12 have been introduced in response to the OECD's BEPS Pillar Two rules and include:

  • A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
  • Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before 31 December 2023. The amendments had no impact on the Group's consolidated financial statements as the Group is not in scope of the Pillar Two model rules as its revenue is less that EUR 750 million/year.

Definition of Accounting Estimates - Amendments to IAS 8

The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates. These amendments had no impact on the consolidated financial statements of the Group but may impact future periods.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

The amendments to IAS 12 Income Tax narrow the scope of the initial recognition exception, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases and decommissioning liabilities. These amendments had no impact on the consolidated financial statements of the Group but may impact future periods.

Standards issued but not yet effective

Amendments to IFRS 16: Lease Liability in a Sale and Leaseback

In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. Earlier application is permitted and that fact must be disclosed. The amendments are not expected to have a material impact on the Group's financial statements.

Amendments to IAS 1: Classification of Liabilities as Current or Non-current

In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

  • What is meant by a right to defer settlement

  • That a right to defer must exist at the end of the reporting period

  • That classification is unaffected by the likelihood that an entity will exercise its deferral right

CPI FIM SA

  • That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification

In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as noncurrent and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.

The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Group is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation.

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024. The amendments are not expected to have a material impact on the Group's financial statements.

CPI FIM SA

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except for the following material items in the consolidated statement of financial position, which are measured as indicated below at each reporting date:

  • Investment property measured at fair value;
  • Property, plant and equipment, asset type Hotels measured at fair value;
  • Biological assets measured at fair value less cost to sell;
  • Derivative financial instruments measured at fair value.
    • (c) Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except for the following material items in the consolidated statement of financial position, which are measured as indicated below at each reporting date:

  • Inventories at lower of cost or net realisable value;
  • Investment property is measured at fair value;
  • Derivative instruments are measured at fair value;
  • Non-derivative financial instruments at fair value through profit or loss are measured at fair value;
    • (d) Functional and presentation currency

These consolidated financial statements are presented in Euro (EUR), which is the Company's functional currency. All financial information presented in EUR has been rounded to the nearest thousand, except when otherwise indicated. The functional currencies of other entities within the Group are listed in note 2.2(b).

(e) Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS as adopted by the European Union requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The estimates and assumptions are based on historical experience, internal calculations and various other factors that the management believes to be reasonable under the circumstances. The actual result might differ from the estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

  • Note 2.2(c) Classification of investment property
  • Note 2.2(l) Service charges: Gross versus net revenue recognition.

Information about assumptions and estimation uncertainties that have a significant risk of a material adjustment within the next financial year are included in the following notes:

  • Note 2.2(i) Impairment test;
  • Note 2.3 Determination of fair value;
  • Note 5.11 Income tax expenses;
  • Note 7 Financial risk management.

2.2 Significant accounting policies

Except for the changes described above in note 2.1(b). New standards, the accounting policies used in preparing the consolidated financial statements are set out below. These accounting policies have been consistently applied in all material respects to all periods presented.

  • (a) Basis of consolidation
  • (i) Business combinations

The Group uses the direct method of consolidation, under which the financial statements are translated directly into the presentation currency of the Group, EUR. Subsidiaries are fully consolidated from the date of the acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full on consolidation.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognised in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

CPI FIM SA

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not re-measured and settlement is accounted for within the equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

The interest of non-controlling shareholders at the date of the business combination is generally recorded at the non-controlling interest's proportionate share of the acquiree's identifiable net assets, which are generally at fair value, unless Group management has any other indicators about the non-controlling interest fair value.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(ii) Business combinations involving entities under common control

Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are not in scope of IFRS 3. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the financial statements of the acquire or at deemed costs if the local standards are different from IFRS adopted by EU. Components of equity of the acquired entities are added to the corresponding equity components of the Group and any gain or loss arising is recognised in equity.

(iii) Loss of control

On the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as equity accounted investee or as a debt investment at fair value through OCI depending on the level of influence retained.

(iv) Equity accounted investees

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity.

Interests in associates and joint ventures are accounted for using the equity method (equity accounted investees) and are recognised initially at cost. The cost of the investment includes transaction costs.

The consolidated financial statements include the Group's share of the profit or loss and other comprehensive income of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence is obtained until the date that significant influence ceases.

When the Group's share of losses exceeds its interest in an equity accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(v) Property asset acquisition

Transaction that does not represent a business combination, because the acquired entity does not constitute a business in accordance with the IFRS 3, are accounted for as an asset acquisition.

  • (b) Foreign currency
  • (i) Functional currencies

Functional currencies of the companies in the Group are the currencies of the primary economic environment in which the entities operate, and the majority of its transactions are carried out in this currency.

The Group's consolidated financial statements are presented in EUR. The table below presents functional currencies of all Group's subsidiaries having non EUR functional currency. Each Group's subsidiary determines its own functional currency, and items included in the financial statements of each entity are measured using that functional currency. For the purposes of inclusion in the consolidated financial statements, the statement of financial position of entities with non-EUR functional currencies are translated to EUR at the exchange rates prevailing at the balance sheet date and the income statements are translated at the average exchange rate for each month of the relevant year. The resulting net translation difference is recorded in OCI. When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as a part of gain or loss on the disposal.

Group's entities in different countries that have non-EUR functional currency:

Country Functional
currency
Czech
Republic
CZK
Poland PLN

CPI FIM SA

(ii) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group's entities at exchange rates valid at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising on retranslation are recognised in profit or loss, except for the differences arising on the retranslation of qualifying cash flow hedges to the extent the hedge is effective, which are recognised in OCI.

The Group translates the foreign currency operations and transactions using the foreign exchange rates declared by relevant central banks.

(c) Investment property and investment property under development

Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost on initial recognition and subsequently at fair value with any change therein recognised in profit or loss. Cost of investment property includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includesthe cost of material and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs.

External independent valuation companies, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, valued the portfolio of investment property at the year end of 2023 and 2022 respectively.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

Property that is being constructed or developed for future use is measured at fair value until construction or development is completed. Any gain or loss arising on the measurement is recognised in profit or loss.

The Group capitalises external borrowing costs on qualifying investment properties under development.

(d) Leased assets

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Lease payments are accounted for as described in accounting policy 2.2 (m).

The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Short-term leases and leases of low-value assets: The Group applies the short-term lease recognition exemption to its short-term leases. Short term leases have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assetsrecognition exemption to leases of office equipment that are considered of low value. Lease payments on shortterm leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

  • (e) Property, plant and equipment
  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation (see below) and impairment losses (see accounting policy 2.2 (i).

Other items of property, plant and equipment are measured at the lower of cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour and any other costs directly attributable to bringing the assets to a working condition for their intended use, capitalised borrowing costs and an appropriate proportion of production overheads.

Where components of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment (calculated asthe difference between the net proceedsfrom disposal and the carrying amount of the item) is recognised in profit or loss.

CPI FIM SA

(ii) Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified to investment property and remeasured to fair value. Any gain arising on remeasurement is recognised in profit or loss to the extent that it reverses the previous impairment loss on the specific property, with any remaining gain recognised in OCI and presented in the revaluation reserve in equity. Any loss is recognised immediately in profit or loss.

(iii) Subsequent costs

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Ongoing repairs and maintenance is expensed as incurred.

(iv) Depreciation

Items of property, plant and equipment are depreciated on a straight-line basis in profit or loss over the estimated useful lives of each component. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

Items of property, plant and equipment are depreciated from the date that they are ready for use.

The estimated useful lives for the current and comparative period are as follows:

Assets 2023 2022
Property 50
-
80
years
50
-
80
years
Equipment 5
-
10
years
5
-
10
years
Fittings 3
-
20
years
3
-
20
years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (f) Intangible assets
  • (i) Other intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives, are measured at cost less accumulated amortization (see (iii) below) and accumulated impairment losses (see accounting policy 2.2 (i)).

(ii) Subsequent expenditure

Subsequent expenditure on intangible assetsis capitalised only when it increasesthe future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

(iii) Amortization

Except for goodwill and intangible assets with indefinite useful life, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the date that they are available for use.

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(g) Inventories

Inventories represent trading property and are measured at the lower of cost and net realisable value.

Cost includes expenditure that is directly attributable to the acquisition of the trading property. The cost of self-constructed trading property includes the cost of material and direct labour, any other costs directly attributable to bringing the trading property to a condition for their intended use and capitalised borrowing costs. Deemed costs of trading property reclassified from existing investment property is the fair value of such property.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses.

(h) Financial instruments

Initial recognition and measurement

Financial assets are classified, at initial recognition: as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

The Group measures financial assets at amortised cost if both of the following conditions are met:

  • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
  • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

CPI FIM SA

A debt investment is classified and measured at fair value through OCI if it meets both of the following conditions:

  • The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling; and
  • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost or fair value through OCI as described above are measured at fair value through profit or loss. On initial recognition, the Group may irrevocably designate a financial asset, that otherwise meets the requirements to be classified and measured at amortised cost or at fair value through OCI, to be classified and measured at fair value through profit or loss if it eliminates or reduces an accounting mismatch that would otherwise arise.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

  • Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group's financial assets at amortised cost include trade receivables, and loans provided.

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

  • Financial assets at fair value through OCI (debt instruments)

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.

  • Financial assets designated at fair value through OCI (equity instruments)

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

The Group elected to classify irrevocably its non-listed equity investments under this category.

Investment in an equity instrument that does not have a quoted market price in an active market and for which other methods of reasonably estimating fair value are inappropriate are carried at cost.

  • Financial assets at fair value through profit or loss

Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unlessthey are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.

Derecognition

A financial asset is primarily derecognised when the rights to receive cash flows from the asset have expired.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial

liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

(i) Non-derivative financial assets

The Group initially recognises loans and receivables on the date that they are originated. All other financial assets are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset, and the net amount presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

CPI FIM SA

Loans provided

Loans are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, provided loans are measured at amortised cost using the effective interest method, less any impairment losses (see accounting policy 2.2(i)).

Finance charges, including premiums receivable on settlement or redemption and direct issue costs, are recognised in profit or loss on an accrual basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

The Group classifies any part of long-term loans, that is due within one year from the reporting date, as current.

Trade and other receivables

Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, receivables are measured at amortised cost using the effective interest method, less any impairment losses (see accounting policy 2.2(i)).

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value and are used by the Group in the management of its short-term cash commitments. Bank accounts and call deposits that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the cash-flow statement.

The Company treats cash deposited as a security in accordance with bank loan covenants as cash and cash equivalentsfor cash flow purposes.

The cash flow statement of the Group is prepared based on the indirect method from the consolidated statement of financial position and consolidated statement of profit and loss.

In 2020, the Company agreed a cash-pool contracts with related subsidiaries of CPI PG Group. The Company clasifies the provided and received cash pool balances including interests as other current receivables and other financial current liabilities, respectively.

(ii) Non-derivative financial liabilities

Non-derivative financial liabilities comprise loans and borrowings, bonds issued, bank overdrafts, and trade and other payables.

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including financial liabilities designated as at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

The Group classifies non-derivative financial liabilities asthe other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the contractual cash flows of the financial liability.

Financial debts and bonds are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, financial debts and bonds are measured at amortised cost using the effective interest method.

Finance charges, including premiums payable on settlement or redemption and direct issue costs, are recognised in profit or loss on an accrual basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which it arises.

The Group classifies any part of long-term loans or bonds, that is due within one year from the date of the consolidated statement of financial position, as current liabilities.

Bond transaction costs

Bonds payable are initially recognized at the amount of the proceeds from issued bonds less any attributable transaction costs.

Bond transaction costs include fees and commissions paid to agents, advisers, brokers and dealers, levies by regulatory agencies and securities exchanges.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. In calculating the present value of lease payments, the Group usesthe incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilitiesisremeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

CPI FIM SA

(iii) Share capital

Ordinary shares

Incremental costs directly attributable to the issue of new shares and shares options, other than upon a business combination, are recognised as a deduction from equity, net of any tax effects.

  • (i) Impairment
  • (i) Impairment of non-derivative financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the discounted cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience.

The Group considers a non-derivative financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding amounts in full. A non-derivative financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Determination of ECLs for loans provided to related parties is based on Group's risk assessment and estimated rating of the borrower.

(ii) Impairment of non-financial assets

The carrying amounts of the Group's non-financial assets, other than investment property (see accounting policy 2.2(c)), property plant and equipment (only partially, see accounting policy 2.2(e)), inventories (see accounting policy 2.2(g)), and deferred tax assets (see accounting policy 2.2(p)), are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. An asset's recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. For the purpose of impairment testing, assets are grouped together into cash generating units (CGU's) - the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro-rata basis.

(j) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risksspecific to the liability. The unwinding of the discount isrecognised as finance cost.

(k) Assets held for sale and disposal groups

Non-current assets held for sale and disposal groups comprising assets and liabilities, are classified as held-for-sale when it is highly probable that they will be recovered primarily through sale rather than through continuing use. The following criteria must be met for an asset or disposal group to be classified as held for sale: the Group is committed to selling the asset or disposal group, the asset is available for immediate sale, an active plan of sale has commenced, the sale is expected to be completed within 12 months and the asset is being actively marketed for sale at a sales price reasonable in relation to its fair value.

Such assets, or disposal groups, are measured at the lower of carrying amount and fair value less costs to sell.

CPI FIM SA

  • (l) Revenue
  • (i) Rental revenue

Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are recognised as an expense over the lease term on the same basis as the lease income.

Tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease.

The term of the lease is the non-cancellable period of the lease. Any further term for which the tenant has the option to continue the lease is not considered by the Group.

(ii) Services rendered

Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

(iii) Service charges and other income

Income arising from expenses recharged to tenants is recognized in the period in which the compensation becomes receivable. Service and management charges and other such receipts are included in net rental income gross of the related costs. The Group determined that it does control the services before they are transferred to tenants and therefore that the Group actsrather as a principal in these arrangements.

(iv) Sale of investment property and trading property, investment in subsidiaries and equity-accounted investees

Revenue from the sale of investment and trading property, investments in subsidiaries and equity-accounted investees isrecognised in profit or loss by the Group at point of time when the control over the property is transferred to a customer, usually on the date on which the application is submitted to the Land Registry for transfer of legal ownership title. The property must be completed, and the apartments are ready for sale, including the necessary regulatory permissions.

The timing of the transfer of risks and rewards varies depending on the individual terms of the sale arrangement.

(m) Expenses

Operating expenses are expensed as incurred. Expenditures that relate to multiple accounting periods are deferred and recognised over those accounting periods irrespective of the timing of the consideration given or liability incurred.

(n) Interest income, interest expense and other net financial result

Interest income comprises interest income on funds invested, such as bank interest, interest on provided loans, interest on bonds purchased and interest on non-current receivables.

Interest expense comprises interest expense on loans and borrowings, on leases, on bonds issued and interest charges related to leases.

Interest income and expense is recognised as it accrues in profit or loss, using the effective interest method.

Other net financial result comprises dividend income, gains on disposal of debt investments at fair value through OCI, gains on derivative instruments that are recognised in profit or loss and reclassifications of amounts (losses) previously recognised in OCI, bank charges, losses on disposal of debt investments at fair value through OCI, losses on derivative instruments that are recognised in profit or loss and reclassifications of amounts (gains) previously recognised in OCI and foreign currency gains and losses that are reported on a net basis as either finance income or finance costs depending on whether foreign currency movements result in a net gain or net loss position.

Borrowing costs that are not directly attributable to the acquisition or construction of a qualifying asset are recognised in profit or loss using the effective interest method.

Dividend income is recognised in profit or loss on the date that the Group's right to receive payment is established.

(o) Current income tax

Current income tax assets and liabilities recognised are the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the country where the Group operates and generates taxable income.

The estimated current income tax expense is calculated using the accounting profit forthe period and an estimate of non-deductible expenses of each entity of the Group and the corresponding income tax rate applicable to the given country and accounting period.

Current and deferred income tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

CPI FIM SA

(p) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

  • temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss (asset acquisition);
  • temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
  • taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax ratesthat are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantially enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(q) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

(r) Entity wide disclosures

The Group has applied the criteria of IFRS 8, 'Operating Segments' to determine the number and type of operating segments. From second half

of 2018, the Group reports as a single operating segment entity. Previously, the Group reported the three operating segments: Income generating rental properties, Land bank and Development. The entity wide disclosures are determined based on the nature of the business and how

the business is managed by the Board of Directors, the Group's chief operating decision maker and reflect the internal reporting structure.

Reasons supporting the change of operating segments in 2018 are:

  • The chief operating decision maker no longer focuses on the differentiation based on the asset types but reviews and manages the business as a whole.
  • Income generating rental properties, land bank and development, previously reported as individual operating segments, became less significant business considering the Group's financing function.

As required by IFRS 8, the Group provides information on the business activities in which, the Group engages including split of revenue and investment property per asset portfolio.

(s) Key management personnel

The Group discloses the total remuneration of key management personnel as required by IAS 24 – Related party disclosures. The Group

includes within key management personnel all individuals (and their family members, if applicable) who have authority and responsibility for planning, directing and controlling the activities of the Group. Key management personnel include all members of the Management Board and the senior executives of the Group.

CPI FIM SA

2.3 Determination of fair value

Investment properties are stated at fair value as at 31 December 2023 and 2022 based on external valuations performed by professionally qualified valuers. The Group's property portfolio in the Czech Republic is valued by Jones Lang LaSalle, CBRE and RSM, in Poland by Knight Frank. The residential portfolio in France is valued by Savills and two Italian properties are valued by Colliers. One asset in Poland was valued internally.

Independent valuations are reviewed by the Group's management and represent a basis for the management's estimate of the investment properties' fair value. Those estimates considered the results of current and prior external valuations, information from comparable selling and purchase transactions, the deferred tax impact and current market conditions.

Valuations reflect, where appropriate, the type of tenants in occupation or responsible for meeting the lease commitments and the market's general perception of their creditworthiness; the allocation of maintenance and insurance responsibilities between lessor and lessee; and the remaining economic life of the property.

The following valuation methods of investment property were used:

The real estate market in Central and Eastern Europe is considered small and transactions with real estate portfolios of the size similar to that of the Group's portfolio are rare. Global volatility of the financial system is reflected also in local residential and commercial real estate markets. Therefore, in arriving at the estimates of market values of investment property as at 31 December 2022 and 31 December 2021, the reliance placed on comparable historical transactions was limited. Due to the need to use the market knowledge and professional judgements of the valuers to a greater extent, there was higher degree of uncertainty than which would exist in a more developed and active market.

(i) Office, Industry and Logistics

Office, logistics and industry properties have been valued using predominantly income capitalization and discounted cash flow valuation techniques. Income capitalization method is based on the capitalization of the net annual income the property generates or is potentially able

to generate. On lease expiry, future income flows have been capitalized into perpetuity at the estimated rental value, taking into account expiry voids and rent free periods. The net income isthe total rental income reduced by the coststhe landlord cannot cover from the tenants. The capitalisation yield (equivalent yield) is determined by the market transactions achieved at the sale of the property or similar properties in the market between the willing buyer and the willing seller in the arm´s length transaction. A yield reflects the risks inherent in the net cash flows applicable to the net annual rentals to arrive at the property valuation. The sales comparison valuation technique has been used for smaller special retail assets in Czech Republic.

(ii) Land and vacant buildings

Land and vacant buildings have been valued using the direct comparison method to arrive at the value of the property in its existing state. Comparison was performed with other similarly located and zoned plots of land/buildings that are currently on the market. This valuation method is most useful when several similar properties have recently been sold or are currently for sale in the subject property market. Using this approach a value indication by comparing the subject property to prices of similar properties is produced.

The sale prices of the properties that are judged to be most comparable tend to indicate a range in which the value indication for the subject property will fall. The valuer estimated the degree of similarity or difference between the subject property and the comparable sales by considering various elements of comparison. Percentage adjustments were then applied to the sale prices of the comparables because the prices of these properties are known, while the value of the subject property is not.

(iii) Investment property under development / developments

The valuer used the Residual Value Approach for the valuation of the investment property under development. In order to assess the market value of the sites, the valuer undertook a development appraisal to assess the potential value (Gross Development Value) of the fully completed

and leased development as currently proposed, and deducted hard costs, soft costs, financing costs and a developer's expected required profit (which reflects the required level of return to a developer and the risk of undertaking the project).

In assessing the Gross Development Value, the valuator adopted a market approach by estimating the market rental values for the accommodation being developed, and the appropriate capitalisation rate which a potential investor would require, to arrive at the Market Value of the completed and leased building.

For sensitivity analysis on changes in assumptions of Investment property valuation refer to note 7.5.

3 The Group structure

CPI FIM SA is the Group's ultimate parent company. As at 31 December 2023, the Group comprises its parent company and 44 subsidiaries (42 subsidiaries as at 31 December 2022) controlled by the parent company and two joint ventures. For list of subsidiaries refer to Appendix I.

3.1 Changes in the Group structure

In 2023, the Group acquired or founded the following subsidiaries:

Entity Change Group's
share
Date
CPI
FIM
WHITE,
a.s.
Acquisition 100.00% 21
March
2023
CPI
FIM
GOLD,
a.s.
Acquisition 100.00% 21
March
2023
BD
Malostranská,
a.s.
Demerger 100.00% 1
July
2023

In 2023, the Group disposed or liquidated the following subsidiaries:

Entity Change Group's
share
Date
CD
Property,
s.r.o.
Disposal 100.00% 21
April
2023

In 2023, the Group sold its subsidiary CD Property to S IMMO for EUR 11.7 million.

In 2022, the Group acquired or founded the following subsidiaries

Entity Change Group's
share
Date
Rezidence
Kunratice,
s.r.o.
Demerger 100.00% 1
July
2022
CPI
Park
Plzeň,
s.r.o.
Demerger 100.00% 1
October
2022
CPI
Park
Chabařovice,
s.r.o.
Demerger 100.00% 1
December
2022
CPI
Podhorský
Park,
s.r.o.
Demerger 100.00% 1
December
2022

In 2022, the Group disposed or liquidated the following subsidiaries:

Entity Change Group's
share
Date
SCP
Reflets
Disposal 99.90% 10
March
2022
PAC
Italy
130
SPV
S.r.l.
Disposal 100.00% 30
June
2022

In 2022, the Group sold its subsidiary SCP Reflets for EUR 1 to its parent company CPI Property Group and PAC Italy 130 SPV for EUR 2.2 million to third party.

4 Entity-wide disclosures

The management of the Group reviews financial information that is principally the same as that based on the accounting policies described in note 2.2. For all asset types, discrete financial information is provided to the Board of Directors, which is the chief operating decision maker, on an individual entity basis.

The group is engaged primarily in financing of CPI PG group; the Group's other business activities consist of:

  • rendering of advisory and other services to CPI PG group;
  • investing in land bank and development portfolio in the Czech Republic;
  • managing of office portfolio in Poland;
  • operating of hotel resort in Italy; and
  • managing of residential portfolio in France.

4.1 Financing

Interest income by countries

2023 2022
Amount In
%
Amount In
%
Poland 626 - 1 -
Luxembourg 264,430 99% 212,469 98%
Czech
Republic
260 - 2 -
Italy 2,444 1% 3,500 2%
Total 267,760 100% 215,972 100%

Loans provided by country of the creditor

31
December
2023
31
December
2022
Amount In
%
Amount In
%
Luxembourg 4,319,000 86% 4,568,394 97%
Non-current
loans
provided
4,319,000 86% 4,568,394 97%
Luxembourg 719,276 14% 144,579 3%
Current
loans
provided
719,276 14% 144,579 3%
Total 5,038,276 100% 4,712,973 100%

4.2 Other business activities

Revenues by countries

2023 2022
Amount In
%
Amount In
%
Czech
Republic
2,574 5% 2,983 6%
-
Land
bank
1,879 4% 1,356 3%
-
Office
575 1% 1,433 3%
-
Retail
120 - 194 -
Luxembourg
-
Rendering
of
services
5,378 10% 946 2%
Poland
-
Office
46,420 84% 41,846 91%
France
-
Residential
- - 20 -
Italy

Hospitality
866 1% 598 1%
Monaco

Residential
- - 39 -
Total 55,238 100% 46,432 100%

Investment property by countries

31
December
2023
31 December
2022
Amount In
%
Amount In
%
Czech
Republic
970,897 61% 970,070 59%
-
Land
bank
951,971 60% 930,083 57%
-
Office
4,700 - 25,145 1%
-
Development
12,134 1% 12,565 1%
-
Retail
2,092 - 2,277 -
Poland 543,163 34% 591,990 36%
-
Office
542,780 34% 591,635 36%
-
Land
bank
383 - 355 -
Other

residential
50,600 3% 52,100 3%
Other

hospitality
24,950 2% 25,950 2%
Total 1,589,610 100% 1,640,110 100%

CPI FIM SA

5 Consolidated statement of comprehensive income

5.1 Gross rental income

2023 2022
Gross
rental
income
35,948 34,685

5.2 Net service charge and other income

2023 2022
Service
revenue
1,176 1,006
Service
charge
income
13,131 10,135
Revenues
from
sales
of utilities
- 9
Service
charges
and
other
income
14,307 11,150
Cost
of service
charges
(13,463) (10,449)
Cost
of utilities
- -
Cost
of
service
and
other
charges
(13,463) (10,449)
Total
net
service
charge
income
844 701

In 2023, the service charges increased mainly due to increase of net service charges generated mainly by Polish offices.

5.3 Property operating expenses

2023 2022
Building
maintenance
(2,604) (1,926)
Real
estate
tax
(540) (457)
Letting
fee,
other
fees
paid
to
real
estate
agents
(332) (245)
Facility
management
and
other
property
related
services
(475) (857)
Total (3,951) (3,485)

The operating expenses arising from investment property that generate rental income in 2023 amounted to EUR 3.6 million (EUR 3.4 million in 2022). The operating expenses arising from investment property that did not generate rental income in 2023 amounted to EUR 0.4 million (EUR 0.1 million in 2022).

5.4 Net valuation gain/(loss)

2023 2022
Valuation
gain
44,834 107,267
Valuation
loss
(63,321) (44,593)
Total (18,487) 62,674

In 2023 and 2022, the valuation gain primarily relates to the Group's portfolio located in the Czech Republic (EUR 43.8 million and EUR 106.6 million, respectively). Valuation loss incurred in 2023 primarily relates to Polish office portfolio (EUR 58.7 million).

For the assumptions, the independent valuers used in the property valuations as at 31 December 2023 and 2022, refer to note 7.5.

5.5 Net gain on the disposal of investment property and subsidiaries

2023 2022
Proceeds
from
the
disposal
of investment
property
346 66,567
Carrying
value
of investment
property
disposed
of and
related
cost
(286) (58,954)
Net
gain
on
the
disposal
of
investment
property
60 7,613
Proceeds
from
the
disposal
of subsidiaries
17,511 2,245
Carrying
value
of subsidiaries
disposed
of
(16,310) (2,019)
Net
gain
on
the
disposal
of
subsidiaries
Total
1,261 7,839

In 2023, the proceeds from disposal of investment property and subsidiaries and the related carrying value was primarily related to one land bank in Prague of EUR 0.3 million.

In 2023, the Group disposed its subsidiary CD Property with carrying value of EUR 16.3 million to SIMMO.

In 2022, the proceeds from disposal of investment property and subsidiaries and the related carrying value was primarily related to one land bank in Prague of EUR 63.0 million and sale of subsidiary PAC Italy 130 SPV of EUR 2.2 million.

CPI FIM SA

The following table summarizes disposal effects of subsidiaries sold:

2023
Investment
property
24,545
Intangible
fixed
assets
13
Deferred
tax
assets
213
Trade
receivables
560
Other
non-financial
current
assets
261
Cash
and
cash
equivalents
190
Total
disposed
assets
25,782
Financial
debts
non-current
(9,217)
Financial
debts
current
(215)
Trade
payables
(308)
Other
financial
current
liabilities
(223)
Other
non-financial
current
liabilities
(9)
Total
disposed
liabilities
(9,972)
Carrying
value
of
subsidiaries
disposed
of
15,810

5.6 Amortization, depreciation and impairments

2023 2022
Depreciation
and
amortization
(389) (2,481)
(Impairment)/reversal
of impairment
of assets
(678) (245)
Total (1,067) (2,726)

5.7 Administrative expenses

2023 2022
Advisory
and
tax
services
(5,383) (4,053)
Audit
services
(154) (211)
Personnel
expenses
(751) (805)
Legal
services
(356) (419)
Other
administrative
expenses
(994) (1,191)
Total (7,638) (6,679)

In 2023 and 2022, the advisory expenses also include the management services received from related parties in amount of EUR 0.1 million and EUR 0.8 million, respectively.

In 2023 and 2022, the audit, tax and advisory expenses also include the cost of services provided by the Group's auditor of EUR 0.2 million and 0.2 million in 2022, respectively.

Personnel administrative expenses

2023 2022
Wages
and
salaries
(628) (666)
Social
and
health
security
contributions
(116) (132)
Other
social
expenses
(7) (7)
Total (751) (805)

As at 31 December 2023 and 2022, the Group had 7 and 14 employees, respectively.

5.8 Other net financial result

2023 2022
Net
foreign
exchange
gain/(loss)
on
investment
property
(37,771) 4,269
Other
net
foreign
exchange
gain
(7,100) 4,500
Other
net
financial
result
Bank
charges
(932) (820)
Total (29,709) 35,826

In 2023 the other net financial result mainly represents loss on foreign exchange on investment property related to Polish offices of EUR 44.1 million, partly eliminated by EUR 6.3 million of the foreign exchange gain on investment property related to Czech Republic land banks.

The other net foreign exchange gains and losses in 2023 and 2022 were driven by retranslation of loans provided to related parties in foreign currencies.

5.9 Interest income and expense

Interest income on loans and receivables relates primarily to loans provided to related parties (see note 6.5 and 10).

Interest expense relates primarily to loans received from related parties, (see note 6.11 and 10).

5.10 Income tax expense

Tax recognized in profit or loss

2023 2022
Current
income
tax
expense
(718) (10,574)
Adjustment
for
prior
year
28 36
Income
tax
expense
(690) (10,538)
Temporary
differences
(22,605) (14,642)
Utilization
of tax
losses
carried
forward
(26,654) (14,712)
Deferred
income
tax
expense
(49,259) (29,354)
Total (49,949) (39,892)

In 2023 and 2022, based on the assessment of its recoverability, the Group partially released deferred tax asset of EUR 26.7 million and EUR 14.7 million, respectively.

Reconciliation of effective tax rate

2023 2022
Profit
for
the
period
46,433 180,645
Total
income
tax
recognised
in
profit
or
loss
49,949 39,892
Profit
before
tax
96,382 220,537
Current
income
tax
rate
24.94% 24.94%
Income
tax
expense
using
the
domestic
corporate
income
tax
rate
(24,038) (55,002)
Change
in
income
tax
rates
(18,377) -
Effect
of tax
rates
in
foreign
jurisdictions
3,500 5,063
Non-deductible
expense
(12,460) (18,108)
Tax
exempt
income
1,426 9,570
Change
in
unrecognized
deferred
tax
asset
from
tax
losses
carried
forward
- 18,905
Other
effects
- (320)
Income
tax
expense
(49,949) (39,892)

The main tax rules imposed on the Group companies

Luxembourg: The effective tax rate is 24.94% considering the combined corporate income tax rate, solidarity surtax of 7% on the corporate income tax rate and municipal business tax rate of 6.75%. Tax losses incurred until 2017 may be carried forward indefinitely, while losses incurred as from 2017 should be limited to 17 years.

Czech Republic: The corporate income tax rate is 19%, from 2024 increasing to 21%. Tax losses can be carried forward for 5 years. Losses may not be carried forward on a substantial (approximately 25%) change in the ownership of a company unless certain conditions are met.

Poland: The corporate income tax rate is 19%. Tax losses 2017-2018 may be carried forward for 5 years but the loss utilization in each year is capped at the 50% of the tax loss. The losses incurred during 2019-2022 can be utilized: a) in the next five consecutive tax years, provided that the amount of the utilization in any of these years may not exceed 50% of the amount of thisloss, or b) in one of the next five subsequent tax years by an amount not exceeding PLN 5,000,000, the undetermined amount is subject to settlement in the remaining years of this fiveyear period, provided that the amount of reduction in any of these years may not exceed 50% of the amount of this loss.

Italy: The corporate income tax ("IRES") rate is 24% plus the regional tax on productive activities ("IRAP") of 4.82% is applicable in Rome where the business of the Group is situated. (The standard IRAP rate is 3.9% but Italian regions may increase or decrease the standard rate by up to 0.92%.) For IRES purposes, tax losses may be carried forward indefinitely. However, tax losses may be offset only up to 80% of taxable income in each year (the "minimum tax" rule). Tax losses incurred during the first 3 years of new activity may be used to fully offset corporate taxable income. Utilization of the tax losses carried forward is limited upon business reorganizations and a change of control. For IRAP purposes, tax losses may not be carried forward.

France: Corporate income tax rate is 25% on taxable income. Tax losses may be carried forward indefinitely but may be utilized against profit

up to EUR 1 million and 50% on the excess.

Recognized deferred tax asset and liability

Asset Liability Net
31
December
31
December
31
December
31
December
31
December
31
December
2023 2022 2023 2022 2023 2022
Investment
property
32 84 (158,947) (150,856) (158,915) (150,772)
Property,
plant
and
equipment
- - (43) (4) (43) (4)
Tax
losses
carried-forward
88,627 116,838 - - 88,627 116,838
Other 4,017 5,314 (5,561) (145) (1,544) 5,169
Gross
deferred
tax
asset/(liability)
92,676 122,236 (164,551) (151,005) (71,875) (28,769)
Deferred
tax
offset
by
subsidiaries
257 (1,866) (257) 1,866 - -
Net
deferred
tax
asset/(liability)
92,933 120,370 (164,808) (149,139) (71,875) (28,769)

As at 31 December 2023 and 2022, the Group recognized the deferred tax asset from tax losses carried forward in total amount of EUR 88.6 million and EUR 116.8 million, respectively. As these tax losses relate primarily to the Luxembourg entities (EUR 88.3 million and EUR 115.0 million as at 31 December 2023 and 2022, respectively) and were generated before 2017, they can be carried forward indefinitely. Recognition of the deferred tax asset is based on the future taxable profits that are expected to be generated in next 10 years. The expected profits reflect a strategy of CPI PG in which, the Group renders the financial services to CPI PG's subsidiaries.

Unrecognised deferred tax asset

31
December
2023
31
December
2022
Tax
losses
carried-forward*
4,479 4,370

* Unrecognized deferred tax asset from tax losses carried-forward due to uncertainty of its realization.

Expiry of unrecognized tax losses

Less
than
1
year
1
to
3
years
3
to
5
years
More
than
5
years
Total
As
at
31
December
2023
2,220 9,781 8,635 3,678 24,314
As
at
31
December
2022
2,025 9,525 10,650 8,091 30,291

Movement in deferred tax

2023 2022
As
at
1
January
(28,769) 3,055
Recognized
in
profit
or
loss
(49,259) (29,354)
Recognized
in
other
comprehensive
income
1,249 386
Disposal
of subsidiaries
1,190 -
Translation
reserve
3,714 (2,856)
As
at
31
December
(71,875) (28,769)

6 Consolidated statement of financial position

6.1 Investment property

Industry
and
Office Land
bank
Development Retail Hospitality Residential logistics Total
As
at
1
January
2022
640,465 811,648 - 1,617 - 60,700 - 1,514,430
Development
costs
and
other
additions
3,463 21,805 30 - 5,733 3,765 - 34,796
Transfers
within
investment
property
- (11,462) 11,462 - - - - -
Transfers
from
property,
plant
and
equipment
- - - - 19,518 - - 19,518
Disposals - (3,713) - - - (8,600) - (12,313)
Valuation
gain/loss
(27,858) 92,284 705 609 699 (3,765) - 62,674
Net
foreign
exchange
loss
10,974 (6,705) - - - - - 4,269
Translation
differences
(10,264) 26,581 368 51 - - - 16,736
As
at
31
December
2022
616,780 930,438 12,565 2,277 25,950 52,100 - 1,640,110
Development
costs
and
other
additions
15,396 27,082 3 - 78 758 - 43,317
Transfers
to
inventories
- (29,474) - - - - - (29,474)
Disposals (24,547) (296) - - - - - (24,843)
Valuation
gain/loss
(57,625) 42,689 (128) (87) (1,078) (2,258) - (18,487)
Net
foreign
exchange
loss
(44,062) 6,283 - - - - - (37,779)
Translation
differences
41,538 (24,368) (306) (98) - - - 16,766
As
at
31
December
2023
547,480 952,354 12,134 2,092 24,950 50,600 - 1,589,610

Development costs and other additions

In 2023, the development costs primarily related to land bank in Brno and Poland offices of EUR 14.7 million and EUR 10.7 million, respectively.

In 2022, the development costs primarily related Czech investment property portfolio of EUR 22.4 million and Italian portfolio in total amount of EUR 9.5 million.

Transfers to inventories

In 2023, the Group transferred land bank in Prague of EUR 29.5 million from investment property to inventories due to change in its use.

Transfers from property, plant and equipment

In 2022, the Group transferred one hotel resort in Italy of EUR 19.5 million (see note 6.2) from property, plant and equipment to investment property.

Disposals

In 2023, the Group disposed one office property of EUR 24.6 million.

Net valuation gain/ loss

In 2023, the valuation loss related primaritly to Polish portfolio (EUR 57.6 million), the loss was partly offset by valuation gains recognized by the Group's Czech land bank portfolio (EUR 43.9 million, primarily related to development projects Bubny Development of EUR 14.9 million, Nová Zbrojovka of EUR 8.6 million and CPI Podhorský Park of EUR 5.2 million).

In 2022, the valuation gain related primarily to the Group's Czech land bank portfolio in total amount of EUR 105.8 million, primarily related to future development projects Bubny Development of EUR 26.8 million, Nová Zbrojovka of EUR 14.7 million, MQM Czech of EUR 13.4 million and CPI – Land Development EUR 10.7 million. On the other hand, the Group recognized valuation loss mainly from Polish portfolio of EUR 25.1 million and one Czech land bank of EUR 12.8 million.

Translation differences Translation differences related to investment property arise in connection with translation of amounts of subsidiaries with different functional currency than EUR.

Reconciliation between the values obtained from the external valuers and the reported values

31
December
2023
21
December
2022
Market
value
as
estimated
by
the
external
valuer
(refer
to
note
7.5)
1,574,675 1,637,333
Add:
leased
assets
and
other
14,935 2,777
As
at
31
December
1,589,610 1,640,110

6.2 Property, plant and equipment

2023 2022
Owner
occupied
Other Total buildings Other Total
Cost
As
at
1
January
3,033 3,033 20,773 2,079 22,852
Transfer
to
investment
property
- - (19,164) (977) (20,141)
Development
costs
and
other
additions
145 145 - 1,926 1,926
Translation
differences
(7) (7) - 5 5
Valuation
gain/(loss)
through
OCI
- - (1,609) - (1,609)
As
at
31
December
3,171 3,171 - 3,033 3,033
Accumulated
depreciation
and
impairment
losses
As
at
1
January
(281) (281) (623) (36) (659)
Depreciation (396) (396) - (245) (245)
Transfer
to
investment
property
- - 623 - 623
As
at
31
December
(677) (677) - (281) (281)
Carrying
amounts
As
at
1
January
2,752 2,752 20,150 2,043 22,193
At
31
December
2,494 2,494 - 2,752 2,752

Transfer to investment property

In 2022, one hotel building in Italy was reclassified to investment property in the amount of EUR 19.2 million.

6.3 Equity accounted investees

As at 31 December 2023, the equity accounted investment in the amount of EUR 16.9 million (EUR 9.7 million as at 31 December 2022) represents investment in Uniborc S.A. Uniborc S.A. is a joint venture constituted in 2013 with Rodamco with aim to develop a shopping center in the Bubny area in Prague, the Czech Republic. The Group's shareholding is 35%.

2023 2022
As
at
1
January
9,724 8,190
Share
of profit
215 1,481
Capital
increase
7,000 -
Other - 53
As
at
31
December
16,939 9,724

Condensed statement of comprehensive income of Uniborc S.A.

2023 2022
Net
valuation
gain
on
investment
property
3,846 8,436
Administrative
expenses
170 (105)
Operating
result
4,016 8,331
Interest
expenses
(2,499) (2,477)
Profit
before
taxes
1,517 5,854
Income
taxes
(913) (1,620)
Profit
for
the
period
604 4,234

Condensed statement of financial position of Uniborc S.A.

31
December
2023
31
December
2022
Investment
property
87,738 83,347
Cash
and
cash
equivalents
294 136
Total
assets
88,032 83,483
NDeofen-rcruerdretnatx
filinabanilict
i
iaelsliabilities
(14,701) (13,817)
Curent
financial
liabilities
(167) (393)
Other
current
liabilities
(57) (36)
Total
liabilities
(39,635) (55,700)
Net
assets
48,397 27,783

6.4 Other investments

As at 31 December 2023 the Group holds 67,000,000 shares in CPI PG, which represents 0.75% of the CPI PG's shareholding and is valued at EUR 54.6 million (EUR 61.7 million as at 31 December 2022).

The valuation of CPI PG shares held by the Group as at 31 December 2023 and 2022 is based on an alternative valuation model because of not an active market. The management determined the use of EPRA NAV per share (net asset value per share determined based on the methodology of European Public Real Estate Association) of CPI PG as the most representative valuation model primarily due to:

  • EPRA NAV is a globally recognized measure of fair value;
  • EPRA NAV takes into consideration the fair value of the net assets of a company, applying known aspects of the company's business model.

For the valuation of the CPI PG shares held as at 31 December 2023 and 2022, EPRA NAV per CPI PG share as at 31 December 2023 and 2022 was used. CPI PG's EPRA NAV per share EUR 0.81 as at 31 December 2023 (EUR 0.92 as at 31 December 2022) differs from the price at the stock-exchange EUR 0.93 as at 31 December 2023 (EUR 0.91 as at 31 December 2022).

The change in the value of CPI PG shares is recognized in other comprehensive income by the Group.

The detailed calculation of CPI PG's EPRA NAV per share is presented in the CPI PG's annual report. The Group adjusted the number of shares used in the calculation for the amount of shares owned by the Group as at 31 December 2023 and 2022. As at 31 December 2023, the EPRA NAV per share of EUR 0.83 (EUR 0.93 as at 31 December 2022) disclosed by CPI PG therefore differs from value used by the Group to value the CPI PG's shares owned.

6.5 Loans provided

31
December
2023
31
December
2022
Loans
provided
-
related
parties
and
joint
ventures
4,333,679 4,583,073
Impairment
to
non-current
loans
provided
to
related
parties
(14,679) (14,679)
Total
non-current
loans
provided
4,319,000 4,568,394
Loans
provided
-
related
parties
and
joint
ventures
719,276 144,579
Total
current
loans
provided
719,276 144,579

Loans provided increased in 2023 due to new drawing of existing loans provided to related parties. These loans bear interest rate between 0.48% - 15.14% p.a. (determined based on the Group's risk assessment) and mature from 2024 to 2030. See note 10 for more information.

Loans provided to joint venture include loan principal and the interest granted to Uniborc S.A. (see note 6.3) in the amount of EUR 8.7 million and EUR 14.6 million as at 31 December 2023 and 2022. The joint venture is primarily financed through a loan by both partners in the same proportion as their respective shareholdings. The loan is repayable in 2023.

In 2023, the Group received repayment of loans provided of EUR 533.2 million (EUR 205.2 million in 2022) and provided loans of EUR 756.0 million (EUR 1,413.9 million 2022).

6.6 Inventories

As of 31 December 2023, inventories increased due to Polygon of EUR 48.7 million.

6.7 Trade receivables

31
December
2023
31
December
2022
Trade
receivables
due
from
related
parties
3,984 1,053
Trade
receivables
due
from
third
parties
5,538 5,847
Impairment
-
trade
receivables
due
from
other
parties
(1,580) (826)
Total 7,942 6,074

6.8 Cash and cash equivalents

31
December
2023
31
December
2022
Bank
balances
83,600 104,080
Cash
on
hand
2 2
Total 83,602 104,082

6.9 Other current receivables

31
December
2023
31
December
2022
Cash
pool
receivables
due
from
related
parties
50,930 56,982
Other
receivables
due
from
related
parties
153,444 98,026
Other
receivables
due
from
third
parties
34,561 34,952
Impairment

other
receivables
due
from
other
parties
(18) (1,902)
Total 238,917 188,058

The Company has agreed a cash-pool contracts with related subsidiaries of CPI PG Group (refer to note 2.2). As at 31 December 2023, other current receivables related to cash pool amounted to EUR 50.9 million (EUR 57.0 million as at 31 December 2022).

The company has receivables from assignment in total amount of EUR 67.7 million as at 31 December 2023.

6.10 Equity

As of 31 December 2023, the share capital of the Company amounts to EUR 13,145 thousand and is represented by 1,314,507,629 ordinary fully paid shares with a nominal value of EUR 0.01 each.

The following table sets out information regarding the ownership of the Company's shares as at 31 December 2023 and 2022, respectivelly:

Shareholder Number
of
shares
Share
held
CPI
PROPERTY
GROUP
S.A.
1,279,198,976 97.31%
Others 35,308,653 2.69%
As
at
31
December
2023
and
2022
1,314,507,629 100.00%

Mandatory takeover bid over Company shares

On 8 June 2016 the Company's fully owned subsidiary Nukasso Holdings Limited directly and indirectly acquired approximately 97.31% of shares in CPI FIM. As a consequence, Nukasso Holdings Limited became obliged to launch a mandatory takeover bid to purchase any and all of the ordinary shares of CPI FIM (the "Mandatory Takeover Offer"). On 22 August 2016, the Czech Office for the Protection of Competition granted the merger clearance for the acquisition of CPI FIM by the Group, whereas its decision became final and binding on 23 August 2016.

On 8 December 2017 the CSSF published press releases in which it stated, inter alia, that it has decided not to approve the offer document in the Mandatory Takeover Offer as a consequence of the existence of an undisclosed concert action with respect to CPI FIM. On 15 March 2018 the CSSF published a press release informing that the decisions detailed in the above-mentioned CSSF press releases of 8 December 2017 have been challenged before the Luxembourg administrative courts.

As of the date of this report, the Company has not received any formal decision in relation to the Mandatory Takeover Offer.

Earnings per share

31
December
2023
31
December
2022
Weighted
average
outstanding
shares
for
the
purpose
of
calculating
the
basic
EPS
1,314,507,629 1,314,507,629
Weighted
average
outstanding
shares
for
the
purpose
of
calculating
the
diluted
EPS
1,314,507,629 1,314,507,629
Net
profit
attributable
to
owners
of the
parent
46,433 147,240
Net
profit
attributable
to
owners
of the
parent
after
assumed
conversions/exercises
46,433 147,240
Total
Basic
earnings
in
EUR
per
share
0.04 0.11
Diluted
earnings
in
EUR
per
share
0.04 0.11

Basic earnings per share (EPS) are calculated by dividing the profit attributable to the Group by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Group and held as treasury shares.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The warrants issued by the Company were not taken into account in the diluted EPS calculation.

Non-controlling interests (NCI)

In 2023, the Group acquired non-controlling 80% interest in its Czech subsidiaries Bubny Development, STRM Alfa, MQM Czech, Polygon BC (all with registered office at Vladislavova 1390/17, Prague 1, 110 00) and Vysočany Office (registered office at Pohořelec 112/24, Prague 1, 118 00) from the related company GSG Europa for EUR 311.6 million of which EUR 1.3 million (representing a difference between carrying value of related non-controlling interest and the purchase price) was recognized against retained earnings.

Non controlling interests as at 31 December 2022

Bubny
Development
STRM
Alfa
MQM
Czech
Polygon
BC
Vysočany
Office
Total
Land
bank
Land
bank
Land
bank
Land
bank
Land
bank
Group's
interest
NCI

at
the
beginning
of
the
year
143,789 48,088 16,321 63,038 6,085 277,321
NCI

profit
for
the
period
11,435 7,339 8,631 5,559 441 33,405
Consensed
financial
information
Non-current
assets
276,902 23,131 38,480 111,842 12,565 462,920
Current
assets
26 63,399 407 96 6 63,934
Total
assets
276,928 86,530 38,887 111,938 12,571 526,854
Equity
attributable
to
owners
194,028 69,285 31,189 85,748 8,157 388,407
Non-current
liabilities
and
other
82,900 17,245 7,698 26,190 4,414 138,447
Total
equity
and
liabilities
276,928 86,530 38,887 111,938 12,571 526,854
Profit
for
the
year
14,294 9,174 10,788 6,949 551 41,756
Net
increase/(decrease)
in
cash
and
cash
equivalents
- (13) - - - (13)

CPI FIM SA

6.11 Financial debts

31
December
2023
31
December
2022
Loans
from
related
parties
4,633,435 4,628,903
Bank
loans
327,027 20,525
Lease
liabilities
4,771 4,434
Total
non-current
financial
debts
4,965,233 4,653,862
Loans
from
related
parties
183,368 245,749
Bank
loans
8,098 30
Lease
liabilities
252 234
Total
current
financial
debts
191,718 246,013

As at 31 December 2023 and 2022, the balance of the loans received from the Group's parent company CPI PG was EUR 4,018.2 million and EUR 4,068.1 million, respectively. The loans from CPI PG bear interest rates between 0.65% - 6.12% p.a (0.65% - 5.90% in 2022). Maturity of financial debts

As at 31 December 2023 Less than one year 1 to 5 years More than 5 years Total Loans from related parties 183,368 1,970,568 2,662,867 4,816,803 Bank loans 8,098 306,494 20,533 335,125 Lease liabilities 252 4,771 - 5,023 Total 191,718 2,281,833 2,683,400 5,156,951 As at 31 December 2022 Less than one year 1 to 5 years More than 5 years Total Loans from related parties 245,749 2,004,383 2,624,520 4,874,652 Bank loans 30 - 20,525 20,555 Lease liabilities 234 827 3,607 4,668 Total 246,013 2,005,210 2,648,652 4,899,875

For details on the loans received from related parties, refer to note 10.

Reconciliation of movements of liabilities to cash flows arising from financing activities

Loans
and
borrowings
Lease
liabilities
Total
As
at
1
January
2023
4,895,207 4,668 4,899,875
Interest
paid
(112,728) - (112,728)
Drawings
of loans
and
borrowings
504,175 - 504,175
Repayments
of loans
and
borrowings
(291,605) - (291,605)
Lease
liabilities
- - -
Total
changes
from
financing
cash
flows
99,842 - 99,842
The
effect
of changes
in
foreign
exchange
rates
7,928 355 8,283
Interest
expense
148,951 - 148,951
As
at
31
December
2023
5,151,928 5,023 5,156,951
Loans
and
borrowings
Lease
liabilities
Total
As
at
1
January
2022
5,656,988 4,761 5,661,749
Interest
paid
(167,479) - (167,479)
Drawings
of loans
and
borrowings
1,013,055 - 1,013,055
Repayments
of loans
and
borrowings
(112,917) - (112,917)
Lease
liabilities
- - -
Total
changes
from
financing
cash
flows
732,659 - 732,659
Changes
arising
from
offset
with
loans
provided
(1,612,727) - (1,612,727)
The
effect
of changes
in
foreign
exchange
rates
(10,286) (93) (10,379)
Interest
expense
128,573 - 128,573
As
at
31
December
2022
4,895,207 4,668 4,899,875

6.12 Other financial non-current liabilities

31
December
2023
31
December
2022
Tenant
deposits
4,010 3,896
Payables
from
retentions
1,515 1,069
Other
payables
due
to
third
parties
20 418
Interest
rate
swaps
used
for
hedging
8,488 -
Total 14,033 5,383

6.13 Trade payables

31
December
2023
31
December
2022
Trade
payables
due
to
related
parties
11,565 5,050
Trade
payables
due
to
third
parties
10,949 7,573
Total 22,514 12,623

6.14 Other financial current liabilities

31
December
2023
31
December
2022
Cash
pool
payables
due
to
related
parties
47,447 46,150
Other
payables
due
to
related
parties
311,693 14,558
Other
financial
current
liabilities
due
to
third
parties
14,413 9,599
Total 373,553 70,307

The Company has agreed a cash-pool contracts with selected subsidiaries of CPI PG Group.

As at 31 December 2023 other payables increased due to acquisition of 80% of NCI, mainly Bubny of EUR 155.0 million and STRM Alfa of EUR 55.2 million.

As at 31 December 2023, the other financial current liabilities related to cash pool amounted to EUR 47.4 million (EUR 46.2 million as at 31 December 2022).

6.15 Other non-financial current liabilities

31
December
2023
31
December
2022
Value
added
tax
payables
114 287
Provisions 1,062 968
Other 39 34
Total 1,215 1,289

6.16 Leases where the Group acts as a lessor

The commercial property leases typically have lease terms of between 5 and 10 years and include clauses to enable periodic upward revision of the rental charge according to market conditions. Some contracts contain options to terminate before the end of the lease term. The following table shows the future rental income from lease agreements where the terms are non-cancellable.

31
December
2023
31
December
2022
Less
than
one
year
36,073 37,291
Between
one
and
five
years
59,093 64,560
More
than
five
years
7,642 6,783
Total 102,808 108,634

7 Financial risk management

Exposure to various risks arises in the normal course of the Group's business. Financial risk comprises:

  • credit risk (refer to note 7.1);
  • liquidity risk (refer to note 7.2);
  • market risk including currency risk, interest rate risk and price risk (refer to note 7.3).

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital.

The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. Supervision of the Group's risk is accomplished through discussions held by executive management in appropriate frameworks together with reporting and discussions with the Board of Directors.

7.1 Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial

loss. The Group is exposed to credit risk mainly from its rental activities (primarily for trade receivables) and from its financing activities, including provided loans, purchased bonds, deposits with banks and financial institutions and other financial instruments.

The Group evaluates the concentration of risk with respect to loans provided as low, as the debtors are primarily entities controlled by the ultimate shareholder of the Company.

Aging structure of financial assets as at 31 December 2023 and 2022

Total
neither
past
Total
past
due
31
December
2023
due
nor
impaired
but
not
impaired
Impaired Total
Other
investments
54,571 - - 54,571
Loans
provided
5,052,955 - (14,679) 5,052,955
-
to
related
parties
5,051,374 - (14,679) 5,051,374
-
to
third
parties
(7,126) - - (7,126)
-
to
joint
venture
8,707 - - 8,707
-
bills
of Exchange
- - - -
Trade
and
other
receivables
178,813 69,717 (1,598) 248,530
Cash
and
cash
equivalents
83,602 - - 83,602
Total 5,369,942 69,717 (16,277) 5,439,659

CPI FIM SA

Total
neither
past
Total
past
due
31
December
2022
due
nor
impaired
but
not
impaired
Impaired Total
Other
investments
60,529 - - 60,529
Loans
provided
4,712,973 - (14,679) 4,712,973
-
to
related
parties
4,698,329 - (14,679) 4,698,329
-
to
third
parties
- - - -
-
to
joint
venture
14,644 - - 14,644
-
bills
of Exchange
- - - -
Trade
and
other
receivables
168,777 25,431 (2,728) 194,208
Cash
and
cash
equivalents
104,082 - - 104,082
Total 5,046,361 25,431 (17,407) 5,071,792

As at 31 December 2023, the Group recognized an impairment of EUR 14.7 million (EUR 14.7 million as at 31 December 2022) against loans provided to related parties.

Breakdown of overdue financial assets which are not impaired:

Past
due
Past
due
1-30
Past
due
31-90
Past
due
91-
181-360 Past
due
more
31
December
2023
days days 180
days
days than
360
days
Total
Trade
and
other
receivables
68,627 - 480 - 610 69,717
Total 68,627 - 480 - 610 69,717
Past
due
Past
due
1-30
Past
due
31-90
Past
due
91-
181-360 Past
due
more
31
December
2022
days days 180
days
days than
360
days
Total
Trade
and
other
receivables
5,448 5,720 4,139 10,053 71 25,431
Total 5,448 5,720 4,139 10,053 71 25,431

As at 31 December 2023, receivables overdue for more than 360 and 180 days primarily related to intented acquisition of certain land banks in Italy and therefore were not assessed as doubtful.

Cash and cash equivalents

Cash and cash equivalents, neither past due nor impaired (Moodyˈs ratings of respective counterparties):

31
December
2023
31
December
2022
A1 67,800 89,908
A2 9,267 1
A3 26 52
Aa3 125 246
Baa1 6,192 10,967
Baa2 8 2,776
Not
rated
184 132
Total 83,602 104,082

7.2 Liquidity risk

The main objective of liquidity risk management is to reduce the risk that the Group does not have available resources to meet its financial obligations, working capital and committed capital expenditure requirements.

The Group maintains liquidity management to ensure that funds are available to meet all cash flow needs. Concentration of risk is limited thanks to diversified maturity of the Group's liabilities and diversified portfolio of the Group's financing.

The Group manages liquidity risk by constantly monitoring forecasts and actual cash flows and by various long-term financing. The Group's

liquidity position is monitored on a weekly basis by division managers and is reviewed quarterly by the Board of Directors. A summary table with maturity of liabilities is used by key management personnel to manage liquidity risks.

CPI FIM SA

Liquidity risk analysis

The following table summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted payments including accrued interest. The table reflects the earliest settlement of Group's liabilities based on contractual maturity and includes nonderivative as well as derivative financial liabilities.

At
31
December
2023
3-12
Carrying
value
<
3
month
months 1-2
years
2-5
years
>
5
year
Total
Financial
debts
5,156,951 193,178 54,895 64,012 2,162,536 3,086,696 5,561,317
-
loans
from
related
parties
4,816,803 191,822 51,616 59,416 2,148,816 2,746,116 5,197,786
-
bank
loans
335,125 1,104 3,279 4,356 13,069 336,700 358,508
-
lease
liabilities
5,023 252 - 240 651 3,880 5,023
Other
non-current
liabilities
14,034 - - 2,636 6,478 4,919 14,033
Other
current
liabilities*
396,067 370,236 25,831 - - - 396,067
Total 5,567,052 563,414 80,726 66,629 2,169,015 3,091,615 5,971,417

*Other current liabilities include current trade payables and other financial current liabilities.

At
31
December
2022
3-12
Carrying
value
<
3
month
months 1-2
years
2-5
years
>
5
year
Total
Financial
debts
4,899,875 121,577 251,291 184,526 2,304,352 2,835,829 5,697,575
-
loans
from
related
parties
4,874,652 121,246 251,091 184,037 2,302,948 2,810,096 5,669,418
-
bank
loans
20,555 97 200 267 800 22,126 23,490
-
lease
liabilities
4,668 234 - 222 604 3,607 4,668
Other
non-current
liabilities
5,383 - - 1,849 2,730 804 5,383
Other
current
liabilities*
82,930 63,221 19,709 - - - 82,930
Total 4,988,188 184,798 271,000 186,375 2,307,082 2,836,633 5,785,888

*Other current liabilities include current trade payables and other financial current liabilities.

The Group maintains strong cash reserves and maintains flexibility with regard to potential uses of liquidity such as capital expenditures and development spending, shareholder distributions etc.

As of the date of these financial statements, the Group does not face a significant liquidity risk.

7.3 Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and prices will affect the Group's income or the value of its holdings of financial instruments or could cause future cash flows related to financial instruments to fluctuate. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.

The Group's market risk mainly arises from open positions in a) foreign currencies and b) loans provided and financial debts, to the extent that these are exposed to general and specific market movements.

Market risk exposures are measured using sensitivity analysis.

Sensitivities to market risks included below are based on a change in one factor while holding all other factors constant.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates (see note 2.2(b)).

The Group is exposed to currency risk mainly on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily the CZK, but also others (see note 2.2(b)).

Sensitivity analysis – exposure to currency risk

The table below shows the material balances held in foreign currencies that are deemed subject to currency risk and presents sensitivities of profit or loss to reasonably possible changes in foreign currency rates with all other variables held constant.

CPI FIM SA

A 10% change in the foreign currency rate of foreign currencies would have the below effect to profit/(loss) or equity of the Group providing all other variables remaining constant:

Change
in
TEUR
(functional
Original currency
depreciated
by
Change
in
TEUR
(functional
31
December
2023
currency In
TEUR
10%) currency
appreciated
by
10%)
Cash
and
cash
equivalents
83,602
TEUR 41,954 - -
TCZK 22,232 2,223 (2,223)
TUSD 941 94 (94)
THUF 4,825 483 (483)
TCHF 1 - -
TPLN 13,598 1,360 (1,360)
TGBP 51 5 (5)
Loans
provided
5,038,276
TEUR 3,745,997 - -
TCZK 873,934 87,393 (87,393)
THUF 181,295 18,129 (18,129)
TRON 13,900 1,390 (1,390)
TGBP 222,319 22,232 (22,232)
TUSD 831 83 (83)
Financial
debts
(5,156,951)
TEUR (5,102,280) - -
TCZK (49,648) (4,965) 4,965
TCHF - - -
TPLN (5,023) (502) 502
TGBP - - -
Net
exposure
to
currency
risk
TCZK 846,518 84,652 (84,652)
TGBP 222,370 22,237 (22,237)
TPLN 8,575 857 (857)
TRON 13,900 1,390 (1,390)
TUSD 1,772 177 (177)
THUF 186,120 18,612 (18,612)
TCHF 1 - -

h d h h (f l h (f l i l ( )

Change
in
TEUR
(functional
31
December
2022
Original
currency
In
TEUR
currency
depreciated
by
10%)
Change
in
TEUR
(functional
currency
appreciated
by
10%)
Cash
and
cash
equivalents
104,082
TEUR 75,032 - -
TCZK 12,950 1,295 (1,295)
TUSD 10 1 (1)
THUF 4,143 414 (414)
TCHF 353 35 (35)
TPLN 4,062 406 (406)
TGBP 7,531 753 (753)
THRK 1 - -
Loans
provided
4,712,973
TEUR 2,872,099 - -
TCZK 1,401,460 140,146 (140,146)
THUF 197,213 19,721 (19,721)
TGBP 226,912 22,691 (22,691)
Financial
debts
(4,899,875)
TEUR (4,555,362) - -
TCZK (46,415) (4,641) 4,641
TCHF (65,083) (6,508) 6,508
TPLN (4,668) (467) 467
TGBP (228,347) (22,835) 22,835
Net
exposure
to
currency
risk
TCZK 1,367,995 136,799 (136,799)
TGBP 6,096 610 (610)
TPLN (606) (61) 61
TRON 15,289 1,529 (1,529)
TUSD 10 1 (1)
THUF 201,356 20,136 (20,136)
THRK 1 - -
TCHF (64,730) (6,473) 6,473

h d h i l ( )

CPI FIM SA

Interest rate risk

At the reporting date the interest rate profile of the Group's interest-bearing financial instruments are described under notes 6.5 for financial assets and under notes 6.11 financial liabilities respectively. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Group's interest rate risk is monitored by the Group's management on a monthly basis. The interest rate risk policy is approved quarterly

by the Board of Directors. Management analyses the Group's interest rate exposure on a dynamic basis. Various scenarios are simulated, taking into consideration refinancing, renewal of existing positions and alternative financing sources.

Loans provided by the Group require instalments to be paid by the borrower according to a payment schedule, based on a fixed interest rate. The interest rates charged by the Group are usually based on Group's borrowing interest rates.

As the loans provided (including those to related parties) are based on fixed rates, and no financial debt is measured at fair value through profit and loss the Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates. These obligations primarily include bank loans.

Trade receivables and payables are interest-free and have settlement dates within one year.

Price risk

The Group is exposed to price risks related to investments in shares of CPI PG, which are classified as other investments.

Other components of equity would increase or decrease by EUR 2.8 million as at 31 December 2023 (EUR 3.1 million as at 31 December 2022) as a result of 5% increase or decrease of EPRA NAV per share of CPI PG.

Other risks

The Group is exposed to price risk other than in respect of financial instruments, such as property price risk including property rental risk. For sensitivity analysis on changes in assumptions of investment property valuation refer to note 7.5.

7.4 Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders; and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

There is no real seasonality impact on its financial position but rather a volatility of financial markets might positively or negatively influence Group's consolidated financial position.

No changes were made in the objectives, policies or processes during the year ended 31 December 2023.

The Group monitors capital on the basis of the gearing ratio.

Gearing ratio

This ratio is calculated as total debt divided by total equity. Debt is defined as all non-current and current liabilities. Equity includes all capital and reserves as shown in the consolidated statement of financial position.

31
December
2023
31
December
2022
Debt 5,733,511 5,148,679
Equity 1,457,614 1,718,945
Gearing
ratio
in
%
393.35% 299.53%

7.5 Fair value measurement

Fair value of financial instruments

Fair value measurements of financial instruments reported at fair value are classified by level of the following measurement hierarchy:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
  • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices);
  • Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

There were no changes in the Group's valuation processes, valuation techniques, and types of inputs used in the fair value measurements during the period.

There were no transfers between Level 1 and Level 2 fair value measurements during the period, and no transfers into or out of Level 3 fair value measurements during the period 2023.

The following tables show the carrying amounts at fair value of financial assets and liabilities, including their level in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

CPI FIM SA

Accounting classification and fair values

The following tables show the carrying amounts and fair value of financial assets and liabilities, including their level in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

31
December
2023
31
December
2022
Carrying Carrying
amount Fair
value
amount Fair
value
54,562 54,562 61,646 61,646
9 9 9 9
5,029,569 5,832,001 4,698,329 5,065,198
8,707 8,707 14,644 14,644
4,821,826 4,737,634 4,879,320 4,702,563
314,592 314,592 22 22
20,533 19,008 20,533 18,551

* For the valuation as at 31 December 2023, the shares are valued using EPRA NAV per share of CPI PG as at 31 December 2022 (refer to note 6.4).

** The fair values of the financial assets and financial liabilities included in the level 3 category have been determined in accordance with generally accepted pricing models based on the discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties, with exception of loans provided to/ received from entities controlled by the majority shareholder of the Company, which bear limited credit risk from the Group's perspective.

The Group classifies all its financial assets and liabilities as Level 3 in the fair value hierarchy.

Fair value measurement of investment property

The Group's investment properties were valued at 31 December 2023 and 2022 in accordance with the Group's accounting policies. The Group utilizes independent professionally qualified valuers, who hold a recognised relevant professional qualification and have recent experience in the locations and segments of the investment properties valued. For all these properties, their current use equates to the highest and best use.

The Group's finance department includes a team that reviews the valuations performed by the independent valuers for financial reporting purposes.

Main observable and unobservable inputs

The table below presents the valuation method, the key observable and unobservable inputs for each class of property owned by the Group, used by the valuers as at the end of 31 December 2023 and 2022 respectively. The fair value hierarchy of the valuations is Level 3. Fair value amounts are stated in EUR millions.

CPI FIM SA

Investment property

Fair
Value
Fair
Value
Valuation Significant
unobservable
Range
(weighted
avg)
Range
(weighted
avg)
Retail 2023 2022 technique inputs 2023 2022
Czech
Republic
2 2 DCF ERV
per
sqm
€204 €190
NRI
per
sqm
€194 €194
Discount
Rate
6.0% 5.5%
Exit
Yield
6.0% 5.5%
Vacancy
rate
0% 0%
Office Fair
Value
2023
Fair
Value
2022
Valuation
technique
Significant
unobservable
inputs
Range
(weighted
avg)
2023
Range
(weighted
avg)
2022
Czech
Republic*
- 25 Income ERV
per
sqm
- €174
capitalisation NRI
per
sqm
- €127
Equivalent
Yield
- 5.41%
Vacancy
rate
- 23.59%
Czech
Republic*
5 - DCF ERV
per
sqm
€148 -
NRI
per
sqm
€188 -
Discount
rate
7.4% -
Equivalent
Yield
7.0% -
Vacancy
rate
0% -
Poland** 542 - Investment ERV
per
sqm
€203-€313(€260) -
method NRI
per
sqm
€170-€325(€262) -
Equivalent
Yield
5.8%-8.6%(6.7%) -
Vacancy
rate
0%-17.7%(3.0%) -
Poland
**
- 591 DCF ERV
per
sqm
- €198-€313(€258)
DCF NRI
per
sqm
- €118-€276(€217)
Level
3
DCF Discount
Rate
- 5.3%-7.7%
(5.9%)
Level
3
DCF Exit
Yield
- 0.0%-28.8%
(6.4%)
Hotels
rented
Fair
Value
Fair
Value
Valuation Significant
unobservable
Range
(weighted
avg)
Range
(weighted
avg)
2023 2022 technique inputs 2023 2022
Complementary 25 26 DCF Rate
per
key
€257,216 €267,526
Exit
Yield
6.8% 6.8%
Discount
Rate
10.8% 10.5%
Significant
Residential Fair
Value
Fair
Value
Valuation unobservable Range
(weighted
avg)
Range
(weighted
avg)
2023 2022 technique Inputs 2023 2022
Complementary 26 28 Comparable Fair
value
per
sqm
€19,524- €19,524-
€28,041(€26,236) €29,962(€27,750)
Italy 25 25 Comparable Fair
value
per
sqm
€13,938 €13,938
Fair
Value
Fair
Value
Valuation Significant
unobservable
Range
(weighted
avg)
Range
(weighted
avg)
Landbank 2023 2022 technique Inputs 2023 2022
Czech
Republic
199 192 Comparable Fair
value
per
sqm
€2-€2,350(€13) €2-€2,452(€12)
Prague 311 336 Comparable Fair
value
per
sqm
€8-€3,988(€302) €11-€4,175(€326)
Czech
Republic
9 9 Residual Gross
development
€3,042 €3,111
value
Development
margin
25.0% 25.0%
Landbank
and
Fair
Value
Fair
Value
Valuation Significant
unobservable
Range
(weighted
avg)
Range
(weighted
avg)
Development 2023 2022 technique Inputs 2023 2022
Land
bank
Bubny
260 246 Comparable Fair
value
per
sqm
(€1,294) (€1,223)
Land
bank
Zbrojovka
158 144 Comparable Fair
value
per
sqm
(€688) (€622)
Development (€2,013) (€2,084)
Development
Vysočany
12 13 Appraisal
-
Comparable
Fair
value
per
sqm

* Valuation method changed from Income Capitalization as at 31 December 2022 to DCF as at 31 December 2023. ** Valuation method changed from DFC as at 31 December 2022 to Investment method as at 31 December 2023.

The tables above are net of properties classified as assets held for sale, recent acquisitions and selected leased properties.

The amounts of classes of property as at 31 December 2023 in the table above is not fully comparable to the amounts as at 31 December 2022, primarily due to changes of valuation methods and changes in classification of assets due to their change of use.

Appraisal for Bubny as at 31 December 2023

Bubny is a land bank with a size over 202 thousand square meters and is located near the Prague's city center. The majority of the site is currently not used. As of 31 December 2022, a valuation of the land bank was conducted by external valuation expert Jones Lang La Salle ("JLL") using the comparable method. As of 30 June 2023, JLL transferred its existing businesses to iO Partners and created a Preferred Partnership in the Czech Republic, Hungary, Romania and Slovakia. IO Partners have performed the valuation of the land bank as of 31 December 2023, also using the comparable method.

This method was based on 6 recently executed land site transactions in Prague, included in below table:

2023 Comparative method
1 2 3 4 5 6
Zoning plan Mixed use Mixed use Mixed use Mixed use Industrial -> Residential Mixed use
Size (sqm) – approx. 44,000 67,000 10,000 9,000 53,000 20,000
Transacted price per sqm (EUR) 500 900 2,900 2,200 800 2,100
2022 Comparative method
1 2 3 4 5 6
Zoning plan Mixed use Mixed use Mixed use Mixed use Industrial -> Residential Mixed use
Size (sqm) – approx. 44,000 67,000 10,000 9,000 80,000 20,000
Transacted price per sqm (EUR) 500 900 3,000 2,200 400 2,100

The fair value was determined by estimating the fair value per 1 square meter based on comparative land site transaction prices, adjusted for differences between comparative land sites and Bubny site.

The adjustments provided for the following characteristics:

Adjustment Range
used
by
iO
Average
multiple
used
Description
Microlocation Multiple
0.90

1.35
1.12 Vicinity
to
the
city
center,
attractiveness
of the
area,
public
amenities.
Access Multiple
0.95
-
1.05
1.02 Vehicular
and
pedestrian
access
to
the
property
Public
transportation
Multiple
0.90
-
1.15
1.00 Metro,
tram
and
bus
stops
in
the
vicinity
Size Multiple
0.80

0.90
0.86 Size
of land
plots
Existence
of Structures
Multiple
1
-
1.05
1.01 Old
structures
being
present
on
the
site,
with
potential
historical
protection.
Market
improvement
Multiple
1
-
1.40
1.16 Improvement
of the
market
since
the
transaction,
adjustment
used
for
optimizing
dates
of transactions
to
the
date
of valuation
Flooding
area
Multiple
1
-
1.05
1.01 Risk
of floods
based
on
flood
map
issued
by
the
Association
of
Insurance
Companies
Liquidity
of apartments
Multiple
0.95
-
1.10
1.02 Demand
for
flats
in
the
location
Individual
characteristics
of the
Status
of development
(construction
feasibility,
land
usability,
land,
planning
&
permits
Multiple
0.75

1.30
0.92 construction
ban,
zoning
/
building
permits
etc.)
Adjustment
Factor
due
to
too
high
price
Multiple
0.75

1.00
0.96 Adjustment
in
case
the
realized
price
was
above
market
level

Sensitivity analysis of Bubny site

As the Bubny site was valued using comparable method, the sensitivity analysis was prepared for two key adjustments: individual characteristics of the land & permits and size. For individual characteristics iO used the largest range of multiples, indicating high level of judgement included in the adjustment estimate. Size adjustment is selected for sensitivity analysis because of the significance of differences in size between Bubny and comparative land sites.

Multiple
Individual
characteristics
MEUR 0.95 1.00 1.05
1.00 246 262 277
1.05 262 277 293

Triggering and expected events for further development of the Bubny land bank

In December 2020, there was a new land study Holesovice-Bubny-Zatory approved. The study represents a basis for a change in the zoning plan which is expected to focus on the future growth of real estate in Prague through development inside the city rather than by growth outside the city's existing borders. The study divides the Bubny area in several sectors with different use and potential for future development. The land bank owned by the Group was split to several blocks planned for residential and for commercial development, the northern part which is close to the railway line is planned for a public park. Total potential gross floor area attributable to the Group's land bank in the study is approx. 530,000 sqm.

Once the change in the zoning plan becomes legally binding, the construction ban is expected to be removed. These plans contribute to increasing public pressure on the authorities to allow development in Prague, particularly in the brownfield development areas.

Appraisal for Zbrojovka as at 31 December 2023

Zbrojovka is a Brown field/land bank with a size over 230 thousand square meters and is located in Brno, the Czech Republic. The majority of the site is currently not used (except for newly developed office buildings ZET office and D1). As of 31 December 2023 and 2022, a

CPI FIM SA

valuation of the land bank was prepared by iO/JLL using the comparable method. This method was lastly based on 6 recently executed land site transactions in Brno, included in below table:

Comparative method
2023 2 3 4 5 6
Zoning plan Industrial -> Residential Mixed use Mixed use Industrial -> Residential Residential Mixed Use
Size (sqm) – approx. 17,000 23,000 4,000 8,000 6,000 46,000
Transacted price per sqm (EUR) 600 500 400 700 500 400
2022 Comparative method
1 2 3 4 5 6 7
Zoning plan Mixed use Mixed use Mixed use Industrial -> Residential Residential Commercial Mixed Use
Size (sqm) – approx. 9,000 23,000 5,000 8,000 6,000 46,000 4,000
Transacted price per sqm (EUR) 300 500 700 700 500 400 400

The fair value was determined by estimating the fair value per 1 square meter based on comparative land site transaction prices, adjusted for differences between comparative land sites and Zbrojovka site.

The adjustments provided for the following characteristics:

Adjustment Range
used
by
iO
Average
multiple
used
Description
Microlocation Multiple
0.90
-
1.30
1.08 Vicinity
to
the
city
center,
attractiveness
of the
area,
public
amenities.
Access Multiple
0.95
-
1.05
1.00 Vehicular
and
pedestrian
access
to
the
property
Public
transportation
Multiple
0.90
-
1.20
1.02 Tram,
trolleybus
and
bus
stops
in
the
vicinity
Size Multiple
0.75
-
0.85
0.78 Size
of land
plots
Existence
of structures
Multiple
0.95
-
1.10
1.02 Old
structures
being
present
on
the
site,
with
potential
historical
protection.
Market
improvement
Multiple
1.00
-
1.25
1.09 Improvement
of the
market
since
the
transaction,
adjustment
used
for
optimizing
dates
of transactions
to
the
date
of valuation
Flooding
area
Multiple
0.95
-
1.05
0.97 Risk
of floods
based
on
flood
map
issued
by
the
Association
of
Insurance
Companies
Liquidity
of apartments
Multiple
0.95
-
1.05
1.01 Demand
for
flats
in
the
location
Individual
characteristics
of the
land
&
Permits
Multiple
0.85

1.35
1.25 Status
of development
(construction
feasibility,
zoning
/
building
permits
etc.)
Planning
(land
usability)
Multiple
1.05

1.25
1.16 Usage
of the
land
allowed
by
valid
Master
Plan

Sensitivity analysis of Zbrojovka

As the Zbrojovka site was valued by comparable method, the sensitivity analysis was prepared for two key adjustments: Individual characteristics of the land & Permits and size. For Permits iO used the largest range of multiples, indicating high level of judgement included in the adjustment estimate. Size adjustment is selected for sensitivity analysis because of the significance of differences in size between Zbrojovka and comparative land sites.

Multiple
permits
size MEUR 0.95 1.00 1.05
Multiple 0.95 146 153 158
1.00 153 158 164
1.05 158 164 171

Triggering and expected events for further development of Zbrojovka land bank

Zbrojovka (formerly armory factory) is classified as development for over the last 4 years. In December 2020, there were final changes to master plan approved. The master plan defines all the main urbanistic, technical and infrastructure links of the area. Development expects residential, office and public amenities with expected gross floor area of over 500 000 sqm. The budgeted timeline for the development of the whole area is between 10 and 15 years. As of the valuation date, vast of the former structures were removed. The development of the area is divided into 8 phases in separate areas. The first phase started in 2022 in the southern part of the landbank.

Other land banks

The other land banks which were valued by the comparable method have a total fair value of EUR 510.0 million and EUR 528.0 million as at 31 December 2023 and 2022 and a size of 18 million sqm. As these land banks differ significantly in various parameters (such as current zoning, location & micro-location, existence of structures, access etc.) no further disaggregation was performed.

Smaller part of landbanks was valued by residual method with total fair value of EUR 9.0 million as at 31 December 2023 (EUR 9.0 million as at 31 December 2022) and a size of 15 thousands sqm as at 31 December 2023 (15 thousands sqm as at 31 December 2022). The sensitivity analysis for assets where the fair value was determined by comparative method was not prepared, as the potential change in inputs (such as change of multiples etc.) would result in equal or direct change in outputs.

Sensitivity analysis on changes in assumptions of property valuations

The Group has performed a sensitivity analysis on changes in assumptions of property valuation.

The significant unobservable inputs used in fair value measurement categorized within level 3 of the fair value hierarchy of the Group

CPI FIM SA

portfolio are:

  • equivalent yield or discount rate;
  • estimated rental value (ERV) for rental asset;
  • development margin/profit for development.

Change of the valuation rates would result in the following fair values – analysis of the portfolio of assets valued by discounted cash flow, income capitalization method and development appraisal:

As at 31 December 2023

Czech Republic – Retail - DCF Czech Republic – Office - DCF
MEUR
Discount
rate
MEUR Discount
rate
(0.25%) - 0.25% (0.25%) - 0.25%
ERV (5.00%) 1.77 1.69 1.62 ERV (5.00%) 4.60 4.50 4.30
- 1.86 1.78 1.70 - 4.90 4.70 4.50
5.00% 1.95 1.87 1.79 5.00% 5.10 4.90 4.80

Czech Republic

ERV

Landbank
as
a
development
MEUR
Developer's
Profit
(5.00%)
10.38
Developer's
Profit
(2.50%)
9.74
Developer's
Profit
-
9.14
Developer's
Profit
2.50%
8.55
Developer's
Profit
5.00%
7.99

Poland - Office – Income capitalisation Complementary – Hotels - DCF

MEUR Yield MEUR Discount rate
(0.25%) - 0.25% (0.25%) - 0.25%
(5.00%) 538.1 516.4 496.5 ERV (5.00%) 25.60 24.95 24.35
- 564.5 541.7 520.7 - 25.60 24.95 24.35
5.00% 590.8 566.9 544.9 5.00% 25.60 24.95 24.35

As at 31 December 2022

Czech Republic – Retail - DCF Czech Republic – Office - Income Capitalisation

MEUR Yield MEUR Yield
(0.25%) - 0.25% (0.25%) - 0.25%
ERV (5.00%) 1.91 1.82 1.73 ERV (5.00%) 25.21 23.98 22.89
- 2.01 1.91 1.82 - 26.42 25.14 23.98
5.00% 2.11 2.01 1.91 5.00% 27.64 26.29 25.07
Czech Republic
Landbank
as
a
development
MEUR
Developer's
Profit
(5.00%)
10.30
Developer's
Profit
(2.50%)
9.67
Developer's
Profit
-
9.06
Developer's
Profit
2.50%
8.48
Developer's
Profit
5.00%
7.92

MEUR Yield MEUR Yield

Poland - Office – DCF Complementary – Hotels - DCF
----------------------- ------------------------------
ERV (5.00%) 585.9 559.7 535.5 ERV (5.00%) 26.65 25.95 25.25
- 618.6 590.8 565.4 - 26.65 25.95 25.25
5.00% 651.2 622.0 595.3 5.00% 26.65 25.95 25.25

8 Litigations

Kingstown dispute in Luxembourg

On 20 January 2015, the Company was served with a summons containing petition of the three companies namely Kingstown Partners Master Ltd. of the Cayman Islands, Kingstown Partners II, LP of Delaware and Ktown LP of Delaware (together referred to as "Kingstown"), claiming to be the shareholders of CPI FIM SA, filed with the Tribunal d´Arrondissement de et a Luxembourg (the "Luxembourg Court"). The petition seeks condemnation of the Company together with CPI FIM SA and certain members of CPI FIM SA's board of directors as jointly and severally liable to pay damages in the amount of EUR 14.5 million and compensation for moral damage in the amount of EUR 5 million. According to Kingstown's allegation the claimed damage has arisen as a consequence of inter alia alleged violation of CPI FIM SA's minority shareholders rights.

To the best of Company´s knowledge, Kingstown was not at the relevant time a shareholder of the Company. Therefore, and without any assumption regarding the possible violation, the Company believes that it cannot be held liable for the violation of the rights of the shareholders of another entity.

The Management of the Company has been taking all available legal actions to oppose these allegations in order to protect the corporate interest as well as the interest of its shareholders. Accordingly, the parties sued by Kingstown raised the exceptio judicatum solvi plea, which consists in requiring the entity who initiated the proceedings and who does not reside in the European Union or in a State which is not a Member State of the Council of Europe to pay a legal deposit to cover the legal costs and compensation procedure. On 19 February 2016 the Luxembourg Court rendered a judgement, whereby each claimant has to place a legal deposit in the total amount of EUR 90 thousand with the "Caisse de Consignation" in Luxembourg in order to continue the proceedings. Kingstown paid the deposit in January 2017, and the litigation, currently being in a procedural stage, is pending. In October 2018, Kingstown's legal advisers filed additional submission to increase the amount of alleged damages claimed to EUR 157.0 million. The Company continues to believe the claim is without merit.

On 21 June 2019 the Company received a first instance judgment, which declared that a claim originally filed by Kingstown in 2015 was null and void against CPIPG. The Court dismissed the claim against CPIPG because the claim was not clearly pleaded ("libellé obscur"). Specifically, Kingstown did not substantiate or explain the basis of their claim against CPIPG and failed to demonstrate how CPIPG committed any fault.

In December 2020, the Luxembourg Court declared that the inadmissibility of the claim against CPIPG and certain other defendants has not resulted in the inadmissibility of the litigation against the Company and the remaining defendants. Some defendants have decided to appeal against this judgment of which declared the claim admissible against the Company. On 28 March 2023 the court of appeal has rejected the appeal and therefore the will be ongoing on other issues of inadmissibility and the merits before the first instance Luxembourg Court during 2024.

Disputes related to warrants issued by the Company

The Company was sued by holders of the warrants holders of 2014 Warrants registered under ISIN code XS0290764728 (the "2014 Warrants"). The first group of the holders of the Warrants sued the Company for approximately EUR 1.2 million in relation to the Change of Control Notice published by the Company, notifying the holders of the 2014 Warrants that the Change of Control, as defined in the Securities Note and the Summary for the 2014 Warrants, occurred on 8 June 2016. The second holder of the 2014 Warrants sued the Company for approximately EUR 1 million in relation to the alleged change of control which allegedly occurred in 2013. These litigations are pending. The Company is defending itself against these lawsuits.

It is reminded that in accordance with the judgement of the Paris Commercial Court pronounced on 26 October 2015 concerning the termination of the CPI FIM SA's Safeguard Plan, liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of 2014 Warrants registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms. Pre-Safeguard liabilities that were not admitted to the CPI FIM SA's Safeguard will be unenforceable. As such, only claims of holders of the 2014 Warrants, whose potential claims were admitted to the CPI FIM SA's Safeguard Plan, could be considered in respect of the present Change of Control. Claims of holders of the 2014 Warrants that were not admitted to the CPI FIM SA's Safeguard will be unenforceable against CPI FIM SA. To the best of Company's knowledge, none of the holders of the 2014 Warrants who sued CPI FIM SA filed their claims 2014 Warrants related claims in the CPI FIM SA's Safeguard Plan.

On 9 March 2023 the Luxembourg Court issued a judgment, rejecting the claims of the holders of the 2014 Warrants. The Luxembourg Court confirmed that any claim in relation to the change of control provision had to be made, in accordance with the provisions of the Paris Commercial Code, within 2 months as from the date of publication of the judgement opening the Safeguard Procedure in the French Official Gazette. Since the claimants did not comply with this obligation, their claim for payment under the change of control provision is not well-founded and has to be rejected. The claimants did not appeal, and the case is closed now.

9 Capital and other commitments

The Group has capital commitments of EUR 16.7 million and EUR 35.8 million in respect of capital expenditures contracted as at 31 December 2023 and 2022, respectively.

10 Related party transactions

Transactions with key management personnel

Total compensation given as short-term employee benefits to the top managers was EUR 0.4 million and EUR 0.3 million in 2023 and 2022, respectively.

The Board and Committees attendance compensation was EUR 36 thousand and EUR 36 thousand in 2023 and 2022.

The remuneration of the key management personnel and members of Board of Directors

31
December
2023
31
December
2022
Remuneration
paid
to
the
key
management
personnel
and
members
of Board
of Directors
405 316

Breakdown of balances and transactions with related of the Group

Majority shareholder of the Group

31
December
2023
31
December
2022
Trade
receivables
2,778 116

Management

31
December
2023
31
December
2022
Other
current
payables
12 12
Advances
received
131 435
Transactions
Other
operating
expenses
(36) (36)

Entities over which the majority shareholder has control

31
December
2023
31
December
2022
Trade
receivables
22 19
Transactions
Rental
income
20 20
Other
operating
income
30 30
Interest
income
(refer
below
for
the
detail)
158 -

Entities controlled by members of Board of Directors

31
December
2023
31
December
2022
Trade
payables
1 67
Transactions
Interest
income
(refer
below
for
the
detail)
8 -

CPI PG Group

31
December
2023
31
December
2022
Loans
provided
non-current
(refer
below
for
the
detail)
4,325,062 4,568,638
Loans
provided
current
(refer
below
for
the
detail)
719,187 144,370
Trade
receivables
1,184 1,018
Other
current
receivables
204,374 155,008
Loans
received
non-current
(refer
below
for
the
detail)
4,633,435 4,628,903
Loans
received
current
(refer
below
for
the
detail)
183,368 245,749
Trade
payables
11,564 4,983
Other
current
liabilities
359,140 60,708
Transactions
Service
revenue
1,022 1,031
Advisory
services
(4,115) (3,868)
Interest
income
(refer
below
for
the
detail)
261,040 209,677
Interest
expense
(refer
below
for
the
detail)
(139,241) (128,231)

Joint venture

31
December
2023
31
December
2022
Loans
provided
non-current
(refer
below
for
the
detail)
8,617 14,435
Loans
provided
current
(refer
below
for
the
detail)
89 209
Transactions
Interest
income
(refer
below
for
the
detail)
1,062 1,001

CPI FIM SA

Non-current loans provided to related parties

CPI
PG
Group
31
December
2023
31
December
2022
1
Bishops
Avenue
Limited
129,973 153,371
Andrássy
Hotel
Zrt.
3,845 3,620
Andrássy
Real
Kft.
- 11,857
Balvinder,
a.s.
3,038 3,141
Baudry
Beta,
a.s.
10,326 10,475
BAYTON
Alfa,
a.s.
16,090 12,966
Best
Properties
South,
a.s.
67,354 68,144
BPT
Development,
a.s.
12 -
Březiněves,
a.s.
1,083 2,274
CAMPONA
Shopping
Center
Kft.
51,016 48,053
Carpenter
Invest,
a.s.
2,574 2,558
Conradian,
a.s.
5,163 5,001
CPI

Bor,
a.s.
- 24,508
CPI
-
Horoměřice,
a.s.
58 52
CPI
-
Orlová,
a.s.
1,045 1,354
CPI
-
Real
Estate,
a.s.
2,573 3,057
CPI
-
Zbraslav,
a.s.
192 -
CPI
Beet,
a.s.
322 263
CPI
Blatiny,
s.r.o.
(formerly
CPI
Tercie,
s.r.o.)
3,211 3,026
CPI
BYTY,
a.s.
72,088 88,037
CPI
Development
Services,
s.r.o.
(formerly
Brno
Development
Services,
s.r.o.)
13,243 7,662
CPI
East,
s.r.o.
- 80,457
CPI
Energo,
a.s.
866 225
CPI
Facility
Slovakia,
a.s.
3,077 5,682
CPI
Green,
a.s.
2,554 -
CPI
Hotels,
a.s.
18,024 22,211
CPI
Hotels
Properties,
a.s.
15,818 18,067
CPI
IMMO,
S.a.r.l.
- 3,797
CPI
Kappa,
s.r.o.
1,056 858
CPI
Management,
s.r.o.
1,148 -
CPI
Národní,
s.r.o.
82,734 93,983
CPI
Office
Business
Center,
s.r.o.
(formerly
CPI
Meteor
Centre,
s.r.o.)
- 95,470
CPI
Office
Prague,
s.r.o.
- 3,414
CPI
Park
Jablonné
v Podještědí,
s.r.o.
271 -
CPI
PROPERTY
GROUP
S.A.
2,455,017 2,159,961
CPI
Reality,
a.s.
37,414 53,246
CPI
Retail
One
Kft.
4,261 3,770
CPI
Retail
Portfolio
Holding
Kft.
14,273 24,788
CPI
Retail
Portfolio
I,
a.s.
- 12,869
CPI
Retail
Portfolio
VIII
s.r.o.
- 7,629
CPI
Sekunda,
s.r.o.
1,509 1,529
CPI
Shopping
MB,
a.s.
- 36,717
CPI
Shopping
Teplice,
a.s.
42,969 48,982
CPI
Smart
Power,
a.s.
405 -
CPI
Théta,
a.s.
- 4,470
CPI
Žabotova,
a.s.
4,188 4,108
CPIPG
Management
S.à
r.l.
165,948 173,084
Czech
Property
Investments,
a.s.
439,462 421,981
Eclair
Aviation
s.r.o.
815 -
EMH
South,
s.r.o.
5,321 6,515
21,087
53,266
195
-
4,105
21,759
50,580
200
88,803
-
2 1
3,756 3,236
13,557 14,033
136 -
2,832 2,650
7,446 7,250
7,615 6,686
- 7,093
44,701 47,402
1,901 -
4,363 4,813
22,066 23,054
5,837
-
-
24,493

C PI FIM S A

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C u r r e n t lo a n s p r o v i d e d t o r ela t e d p a r t i e s

C
PI
P
G
G
r
o
u
p
3
1
D
e
c
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m
b
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r
2
0
2
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2
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Z
r
t.
7
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A
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d
r
á
s
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R
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al
Kft.
- 2
2
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alvi
n
d
e
r
,
a.s.
3
5
3
6
BBaAuYdTrOyNBAeta,
a.s.
lfa,
a.s.
253 189
Best
Properties
South,
a.s.
1,189 1,210
Březiněves,
a.s.
22 42
CAMPONA
Shopping
Center
Kft.
1,172 1,093
Carpenter
Invest,
a.s.
40 39
Conradian,
a.s.
83 79
CPI

Bor,
a.s.
- 524
CPI
-
Horoměřice,
a.s.
1 1
CPI
-
Orlová,
a.s.
28 34
CPI

Real
Estate,
a.s.
31 37
CPI
-
Zbraslav,
a.s.
8 -
CPI
Beet,
a.s.
5 4
CPI
Blatiny,
s.r.o.
(formerly
CPI
Tercie,
s.r.o.)
87 131
CPI
BYTY,
a.s.
772 873
CPI
Development
Services,
s.r.o.
(formerly
Brno
Development
Services,
s.r.o.)
186 181
CPI
East,
s.r.o.
- 1,068
CPI
Energo,
a.s.
40 1
CPI
Facility
Slovakia,
a.s.
153 61
CPI
Green,
a.s.
46 -

C PI FIM S A

C
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2
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7
2
7
5
,
2
1
5
Eclair
Avi
a
tio
n
s.r.o.
1
7
-
EM
H
S
o
u
t
h
,
s.r.o.
9
3
1
1
6
Eu
r
o
p
e
u
m
Kft.
4
1
7
4
3
0
F
a
r
h
a
n
,
a.s.
9
5
6
9
1
5
F
L
P
r
o
p
e
r
t
y
D
evelo
p
m
e
n
t
,
a.s.
3
3
F
u
t
u
r
u
m
H
K
S
h
o
p
pin
g
,
s.r.o.
-
1
,
4
3
5
F
VE
r
o
ofs
&
g
r
o
u
n
d
s
,
s.r.o.
6
3
-
Hig
h
t
e
c
h
P
a
r
k
Kft.
6
3
5
4
H
o
s
pit
alit
y
Inve
s
t
S.a
r.l.
1
9
1
8
4
H
r
a
nič
á
ř
,
a.s.
1
8
8
1
9
3
C
h
u
c
hle
A
r
e
n
a
P
r
a
h
a
,
s.r.o.
1
-
IS
Nyír
Kft.
59
56
IS
Zala
Kft.
165
160
Janáčkovo
nábřeží
15,
s.r.o.
95
79
Kerina,
a.s.
6,205
79
KOENIG
Shopping
s.r.o.
807
793
Kunratická
farma,
s.r.o.
128
-
LD
Praha,
a.s.
41
45
Lockhart,
a.s.
308
318
Lucemburská
46,
a.s.
-
43
Marcano,
a.s.
158
-
Marissa
Omikrón,
a.s.
-
247
Marissa
Tau,
a.s.
260
266
Marissa
Théta,
a.s.
261
3
Marissa
West,
a.s.
749
1,325
MARRETIM
s.r.o.
6
8
MUXUM,
a.s.
84
83
Na
Poříčí,
a.s.
511
488
C
PI
P
G
G
r
o
u
p
3
1
D
e
c
e
m
b
e
r
2
0
2
3
3
1
D
e
c
e
m
b
e
r
2
0
2
2
New
Age
Kft.
31 14
Notosoaria,
s.r.o.
Nymburk
Property
Development,
a.s.
32 23
Olomouc
Building,
a.s.
371 384
Orchard
Hotel
a.s.
105 107
OZ
Trmice,
a.s.
65 9
Ozrics,
Kft.
51 44
Platnéřská
10
s.r.o.
1 1
Pólus
Shopping
Center
Zrt.
1,331 1,273
Projekt
Nisa,
s.r.o.
1,267 1,292
Projekt
Zlatý
Anděl,
s.r.o.
- 1,059
Prostějov Investments,
a.s.
104 24
Real
Estate
Energy
Kft.
1 -
Residence
Belgická,
s.r.o.
1,519 19
Residence
Izabella,
Zrt.
76 75
Rezidence
Jančova,
s.r.o.
42 34
Rezidence
Malkovského,
s.r.o.
138 39
SCP
Reflets
56 56
Seattle,
s.r.o.
65 -
Spojené
elektrárny,
s.r.o.
15 -
Spojené
farmy
a.s.
47 -
2023
CONSOLIDATED
FINANCIAL STATEMENTS

44

CPI FIM SA

CPI
PG
Group
31
December
2023
31
December
2022
Statek
Kravaře,
a.s.
17 -
Statenice
Property
Development,
a.s.
51 40
Tachov Investments,
s.r.o.
1 -
Třinec
Property
Development,
a.s.
- 92
Tyršova
6,
a.s.
3,340 25
U
svatého
Michala,
a.s.
- 44
V
Team
Prague,
s.r.o.
- 3
Vigano,
a.s.
205 184
ZET.office,
a.s.
- 562
Total
loans
provided
current
-
related
parties
719,187 144,370
Joint
venture
Uniborc
S.A.
89 209
Total 719,276 144,579

Other current receivables (Cash pool)

CPI
PG
Group
31
December
2023
31
December
2022
Andrassy
Hotel
Zrt.
74 70
Balvinder,
a.s.
2 -
Baudry
Beta,
a.s.
211 193
BAYTON
Alfa,
a.s.
605 446
Best
Properties
South,
a.s.
168 5,635
BRNO
INN,
a.s.
2 7
Březiněves,
a.s.
24 6
CAMPONA
Shopping
Center
Kft.
- 129
CPI
-
Bor,
a.s.
109 1,466
CPI
-
Real
Estate,
a.s.
6 -
CPI
-
Zbraslav,
a.s.
14 -
CPI
Beet,
a.s.
15 32
CPI
BYTY,
a.s.
61 18
CPI
Development
Services,
s.r.o.
(formerly
Brno
Development
Services,
s.r.o.)
223 1,707
CPI
East,
s.r.o.
- 192
CPI
Energo,
a.s.
812 -
CPI
Facility
Management
Kft.
256 6
CPI
Hotels
Properties,
a.s.
39 38
CPI
Hungary
Kft.
2,376 202
CPI
Kappa,
s.r.o.
17 67
CPI
Management,
s.r.o.
132 2,839
CPI
Národní,
s.r.o.
515 -
CPI
Office
Business
Center,
s.r.o.
(formerly
CPI
Meteor
Centre,
s.r.o.)
- 211
CPI
Office
Prague,
s.r.o.
- 633
CPI
Poland
Property
Management
sp.
z
o.o.
1,219 439
CPI
Poland
Sp.
z
o.o.
6,668 1,963
CPI
PROPERTY
GROUP
S.A.
4,085 991
CPI
Property,
s.r.o.
13 -
CPI
Retail
Portfolio
I,
a.s.
- 17
CPI
Retails
ONE,
a.s.
- 68
CPI
Services,
a.s.
17,163 12,644
CPI
Shopping
Teplice,
a.s.
622 -
CPI
Žabotova,
a.s.
- 162
CPIPG
Management
S.à
r.l.
570 246
Czech
Property
Investments,
a.s.
Diana
Development
sp.
z
o.o.
428 13
EMH
South,
s.r.o.
26 636
ENDURANCE HOSPITALITY
ASSET
S.à
r.l.
- 6
ENDURANCE HOSPITALITY
FINANCE S.à
r.l.
- 6
Equator
II
Development
sp.
z
o.o.
807 -
Equator
Real
sp.
z
o.o.
477 321
Europeum
Kft.
157 242
Farhan,
a.s.
1,078 6,932
FL
Property
Development,
a.s.
- 6
Futurum
HK
Shopping,
s.r.o.
- 5
Gadwall,
Sp.
z
o.o.
- 2
GCA
Property
Development
sp.
z
o.o.
2,574 4
Hospitality
invest
S.à
r.l.
1 13
HOTEL
U
PARKU,
s.r.o.
2 6
Hraničář,
a.s.
21 5
IS
Nyír
Kft.
86 1
IS
Zala
Kft.
99 135
Janáčkovo
nábřeží
15,
s.r.o.
35 402
Kerina,
a.s.
8 -

CPI FIM SA

CPI
PG
Group
31
December
2023
31
December
2022
KOENIG
Shopping,
s.r.o.
65 3
LD
Praha,
a.s.
2 -
Le
Regina
Warsaw
Sp.
z
o.o.
1 2
Lockhart,
a.s.
6 -
Marissa
West,
a.s.
295 5,625
MARRETIM
s.r.o.
2 -
MMR
RUSSIA
S.à
r.l.
- 15
Moniuszki
Office
sp.
z
o.o.
785 23
MUXUM,
a.s.
2 30
Na
Poříčí,
a.s.
- 3,265
New
Age
Kft.
17 69
Nymburk
Property
Development,
a.s.
11 -
Olomouc
Building,
a.s.
150 8
Orchard
Hotel
a.s.
2 -
Oxford
Tower
sp.
z
o.o.
4,174 4,347
OZ
Trmice,
a.s.
39 -
Ozrics
Kft.
35 80
Platnéřská
10
s.r.o.
4 3
Projekt
Nisa,
s.r.o.
1,479 160
Projekt
Zlatý
Anděl,
s.r.o.
- 233
Prosta
69
Sp.
z
o.o.
244 467
Real
Estate
Energy
Kft.
1,617 -
Residence
Belgická,
s.r.o.
2 -
Residence
Izabella
Zrt.
66 83
ST
Project
Limited
-
Tepelné
hospodářství
Litvínov s.r.o.
117 273
Třinec
Property
Development,
a.s.
- 3
Tyršova
6,
a.s.
2 3
U
svatého
Michala,
a.s.
- 27
V
Team
Prague,
s.r.o.
- 1,594
ZET.office,
a.s.
- 629
Total 50,930 56,982

Non-current financial debts received from related parties

CPI
PG
Group
31
December
2023
31
December
2022
BPT
Development,
a.s.
- 80
BRNO
INN,
a.s.
288 -
Brno
Property
Development,
a.s.
17,492 23,989
Byty
Lehovec,
s.r.o.
- 1,319
CPI
-
Bor,
a.s.
26,860 -
CPI
-
Zbraslav,
a.s.
- 546
CPI
Facility
Management
Kft.
529 -
CPI
Finance
CEE,
a.s.
72 73
CPI
Green,
a.s.
- 83
CPI
Group
Services,
a.s.
76 -
CPI
PROPERTY
GROUP
S.A.
4,018,197 4,068,068
Czech
Property
Investments,
a.s.
- 9,577
Gebauer
Höfe
Liegenschaften
GmbH
24,118 23,898
Gewerbesiedlungs-Gessellschaft
mbH
- 75,433
GSG
ARMO
Verwaltungsgesellschaft
mbH
39,500 -
GSG
Asset
GmbH
&
Co.
Verwaltungs
KG
4,134 4,073
GGSSGG
BBeerrlliinn
GInmvebsHt
G(fomrbmHerly
Gewerbesiedlungs-Gessellschaft
mbH)
34,733 34,416
GSG
Gewerbehöfe
Berlin
1.
GmbH
&
Co.
KG
22,468 22,169
GSG
Gewerbehöfe
Berlin
2.
GmbH
&
Co.
KG
23,310 22,981
GSG
Gewerbehöfe
Berlin
3.
GmbH
&
Co.
KG
76,726 75,815
GSG
Gewerbehöfe
Berlin
4.
GmbH
&
Co.
KG
31,831 31,416
GSG
Gewerbehöfe
Berlin
5.
GmbH
&
Co.
KG
60,648 59,862
HOTEL
U
PARKU,
s.r.o.
- 507
Jetřichovice
Property,
a.s.
219 239
PROJECT
FIRST
a.s.
3,287 5,080
Real
Estate
Energy
Kft.
5,741 -
Rizeros,
a.s.
73 -
ST
Project
Limited
166,284 169,110
Tachov Investments,
s.r.o.
- 169
Tepelné
hospodářství
Litvínov s.r.o.
721 -
Total 4,633,435 4,628,903

Current financial debts received from related parties

C PI FIM S A

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O t h e r c u r r e n t li a b ili t i e s ( C a s h p o ol)

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7
5
8
CPI
BYTY,
a.s.
CPI
Development
Services,
s.r.o.
(formerly
Brno
Development
Services,
s.r.o.)
1 -
CPI
East,
s.r.o.
- 2,769
CPI
Energo,
a.s.
2,867 434
CPI
Facility
Management
Kft.
- 38
CPI
Facility
Slovakia,
a.s.
272 165
CPI
Hotels
Properties,
a.s.
1 1
CPI
Hungary
Investments
Kft.
1,595 820
CPI
Hungary
Kft.
- 215
CPI
Management,
s.r.o.
507 888
CPI
Národní,
s.r.o.
1,646 2,165
CPI
Office
Business
Center,
s.r.o.
(formerly
CPI
Meteor
Centre,
s.r.o.)
- 704
CPI
Office
Prague,
s.r.o.
- 257
CPI
Poland
Property
Management
sp.
z
o.o.
1,461 775
CPI
Poland
Sp.
z
o.o.
7,186 2,860
CPI
Property
Group
S.A.
1,693 853
CPI
Reality,
a.s.
1,365 1,460
CPI
Retail
One
Kft.
1,104 -
CPI
Retail
Portfolio
I,
a.s.
- 329
CPI
Retail
Portfolio
VIII
s.r.o.
- 212

C PI FIM S A

C
PI
P
G
G
r
o
u
p
3
1
D
e
c
e
m
b
e
r
2
0
2
3
3
1
D
e
c
e
m
b
e
r
2
0
2
2
C
PI
S
e
rvi
c
e
s
,
a.s.
3
,
4
9
2
-
C
PI
S
h
o
p
pin
g
M
B
,
a.s.
- 8
0
3
C
PI
S
h
o
p
pin
g
T
e
plic
e
,
a.s.
9
0
4
1
,
0
5
8
C
PI
Ž
a
b
o
t
ova
,
a.s.
1
0
8
-
C
T
D
evelo
p
m
e
n
t
s
p.
z
o.o.
2
1
8
9
4
C
z
e
c
h
P
r
o
p
e
r
t
y
Inve
s
t
m
e
n
t
s
,
a.s.
2
,
0
7
5
2
,
1
6
2
EM
H
S
o
u
t
h
,
s.r.o.
2
0
9
-
Eq
u
a
t
o
r
R
e
al
s
p.
z
o.o.
- 5
6
Eu
r
o
p
e
u
m
Kft.
1
,
1
5
3
1
,
2
1
0
F
a
r
h
a
n
,
a.s.
1
,
1
0
8
2
,
1
9
2
F
u
t
u
r
u
m
H
K
S
h
o
p
pin
g
,
s.r.o.
- 1
,
7
9
5
G
a
d
w
all,
S
p.
z
o.o.
3
0
9
7
4
G
C
A
P
r
o
p
e
r
t
y
D
evelo
p
m
e
n
t
s
p.
z
o.o.
- 3
5
3
Hig
h
t
e
c
h
P
a
r
k
Kft.
3
2
1
3
2
H
O
TEL
U
P
A
R
K
U
,
s.r.o.
9
3
-
H
r
a
nič
á
ř
,
a.s.
1
0
6
6
0
IS
Nyír
Kft.
122 217
IS
Zala
Kft.
351 323
Kerina,
a.s.
- 164
KOENIG
Shopping,
s.r.o.
444 1,022
LD
Praha,
a.s.
157 118
Le
Regina
Warsaw
Sp.
z
o.o.
184 167
Lockhart,
a.s.
180 21
Lucemburská
46,
a.s.
- 303
Marissa
Omikrón,
a.s.
- 313
Marissa
Tau,
a.s.
453 423
Marissa
Théta,
a.s.
35 30
Marissa
West,
a.s.
8 174
MARRETIM
s.r.o.
19 16
Michalovce
Property
Development,
a.s.
- -
Moniuszki
Office
sp.
z
o.o.
189 72
MUXUM,
a.s.
168 -
Na
Poříčí,
a.s.
368 238
New
Age
Kft.
81
Nymburk
Property
Development,
a.s.
402 426
Olomouc
Building,
a.s.
- 38
Orchard
Hotel
a.s.
85 15
OZ
Trmice,
a.s.
355 9
Ozrics
Kft.
- 4
Pelhřimov Property
Development,
a.s.
- -
Považská
Bystrica
Property
Development,
a.s.
- -
Pólus
Shopping
Center
Zrt.
1,511 951
Prievidza
Property
Development,
a.s.
- -
Projekt
Nisa,
s.r.o.
1,256 1,446
Projekt
Zlatý
Anděl,
s.r.o.
- 1,610
Prosta
69
Sp.
z
o.o.
29 100
Real
Estate
Energy
Kft.
122 6,057
Residence
Belgická,
s.r.o.
33 16
Residence
Izabella
Zrt.
69 228
Svitavy
Property
Alfa,
a.s.
- -
Tepelné
hospodářství
Litvínov s.r.o.
1 -
Trebišov Property
Development,
s.
r.
o.
- -
Třinec
Investments,
s.r.o.
Třinec
Property
Development,
a.s.
- 134
Tyršova
6,
a.s.
85 159
U
svatého
Michala,
a.s.
- -
V
Team
Prague,
s.r.o.
- 19
ZET.office,
a.s.
- 579
Total 47,447 46,150

Interest income from related parties

CPI
PG
Group
2023 2022
1
Bishops
Avenue
Limited
4,802 5,867
AIRPORT
CITY
Kft.
- 64
Airport
City
Phase
B
Kft.
- 10
ALIZÉ PROPERTY
a.s.
- 3
Andrássy
Hotel
Zrt.
296 288
Andrássy
Real
Kft.
146 931
Arena
Corner
Kft.
- 2,019
Atrium
Complex
sp.
z
o.o.
1 -
Balvinder,
a.s.
143 159

C PI FIM S A

C
PI
P
G
G
r
o
u
p
2
0
2
3
2
0
2
2
B
a
u
d
r
y
B
e
t
a
,
a.s.
7
8
4
8
1
0
B
A
Y
T
O
N
Alfa
,
a.s.
9
5
0
7
4
5
B
C
9
9
Offi
c
e
P
a
r
k
Kft.
- 1
,
7
2
0
B
e
r
o
u
n
P
r
o
p
e
r
t
y
D
evelo
p
m
e
n
t
,
a.s.
- 5
3
3
B
e
s
t
P
r
o
p
e
r
tie
s
S
o
u
t
h
,
a.s.
5
,
0
3
0
4
,
8
2
3
B
r
a
n
d
ý
s
L
o
gis
tic
,
a.s.
- 3
2
6
B
r
n
o
D
evelo
p
m
e
n
t
S
e
rvi
c
e
s
,
s.r.o.
- 2
7
5
B
R
N
O
IN
N
,
a.s.
1 1
B
ř
e
zin
ěve
s
,
a.s.
1
1
4
1
6
1
B
u
b
e
n
s
k
á
1
,
a.s.
m
e
r
g
e
d
wit
h
C
PI
Offi
c
e
B
u
sin
e
s
s
C
e
n
t
e
r
,
s.r.o.
- -
C
A
M
P
O
N
A
S
h
o
p
pin
g
C
e
n
t
e
r
Kft.
4
,
6
6
5
4
,
8
2
6
C
a
r
p
e
n
t
e
r
Inve
s
t
,
a.s.
1
6
2
1
4
7
C
B
P
r
o
p
e
r
t
y
D
evelo
p
m
e
n
t
,
a.s.
- 4
8
C
D
P
r
o
p
e
r
t
y
s.r.o.
2
3
9
-
C
e
r
a
t
o
p
sia
,
a.s.
4
3
7
-
Cit
y
G
a
r
d
e
n
s
S
p.
z
o.o.
- 1
Cit
y
M
a
r
k
e
t
D
u
n
a
k
e
s
zi
Kft.
(fo
r
m
e
rly
B
u
y
-
W
a
y
D
u
n
a
k
e
s
zi
Kft.)
- 2
2
0
Cit
y
M
a
r
k
e
t
S
o
r
o
k
s
á
r
Kft.
(fo
r
m
e
rly
B
u
y
-
W
a
y
S
o
r
o
k
s
á
r
Kft.)
- 1
7
8
C
o
n
r
a
dia
n
,
a.s.
3
3
2
3
0
4
C
PI

B
o
r
,
a.s.
1
,
1
3
1
1
,
5
4
5
C
PI
-
H
o
r
o
m
ě
řic
e
,
a.s.
4 3
C
PI
-
O
rlová
,
a.s.
1
2
4
1
0
9
C
PI
-
R
e
al
Es
t
a
t
e
,
a.s.
1
3
4
1
4
5
C
PI
-
Z
b
r
a
slav,
a.s.
1
0
-
C
PI
B
e
e
t
,
a.s.
2
0
1
5
C
PI
Bla
tin
y
,
s.r.o.
(fo
r
m
e
rly
C
PI
T
e
r
cie
,
s.r.o.)
3
4
4
2
2
9
C
PI
B
Y
T
Y
,
a.s.
3
,
9
3
7
4
,
0
7
6
C
PI
D
elt
a
,
a.s.
C
PI
D
evelo
p
m
e
n
t
S
e
rvi
c
e
s
,
s.r.o.
(fo
r
m
e
rly
B
r
n
o
D
evelo
p
m
e
n
t
S
e
rvi
c
e
s
,
s.r.o.)
-
5
7
2
5
6
-
C
PI
Ea
s
t
,
s.r.o.
2
,
9
8
4
4
,
3
0
4
C
PI
En
e
r
g
o
,
a.s.
1
7
0
1
C
PI
F
a
cilit
y
M
a
n
a
g
e
m
e
n
t
Kft.
2
4
7
C
PI
F
a
cilit
y
Slova
kia
,
a.s.
1
3
1
1
5
9
C
PI
G
r
e
e
n
,
a.s.
6
9
-
C
PI
H
o
t
els
,
a.s.
1
,
1
2
6
1
,
2
4
1
C
PI
H
o
t
els
P
r
o
p
e
r
tie
s
,
a.s.
1
,
3
2
2
1
,
2
7
4
C
PI
H
u
n
g
a
r
y
Inve
s
t
m
e
n
t
s
Kft.
4
5
4
C
PI
H
u
n
g
a
r
y
Kft.
1
6
7
2
5
C
PI
IM
M
O
,
S.a.r.l.
5
6
5
7
C
PI
K
a
p
p
a
,
s.r.o.
6
9
5
3
C
PI
M
a
n
a
g
e
m
e
n
t
,
s.r.o.
5
1
1
7
0
C
PI
N
á
r
o
d
n
í
,
s.r.o.
7
,
7
8
3
2
,
8
7
0
C
PI
Offi
c
e
B
u
sin
e
s
s
C
e
n
t
e
r
,
s.r.o.
(fo
r
m
e
rly
C
PI
M
e
t
e
o
r
C
e
n
t
r
e
,
s.r.o.)
5
,
9
4
6
6
,
6
0
6
C
PI
Offi
c
e
P
r
a
g
u
e
,
s.r.o.
1
2
3
2
4
6
C
PI
P
a
r
k
J
a
blo
n
n
é
v
P
o
d
j
e
š
t
ě
d
í
,
s.r.o.
1
8
-
C
PI
P
ola
n
d
P
r
o
p
e
r
t
y
M
a
n
a
g
e
m
e
n
t
s
p.
z
o.o.
8
0
3
C
PI
P
ola
n
d
S
p.
z
o.o.
3
7
7
1
1
C
PI
P
R
O
PER
T
Y
G
R
O
U
P
S.A.
1
2
0
,
3
0
9
6
2
,
7
3
9
C
PI
R
e
alit
y
,
a.s.
3
,
2
9
1
3
,
5
1
3
C
PI
R
e
t
ail
O
n
e
Kft.
2
4
9
2
7
6
C
PI
R
e
t
ail
P
o
r
tfolio
H
oldin
g
Kft.
4
5
2
7
0
4
C
PI
R
e
t
ail
P
o
r
tfolio
I,
a.s.
7
9
6
5
2
4
CPI
Retail
Portfolio
II,
a.s.
CPI
Retail
Portfolio
IV,
s.r.o.
- 63
CPI
Retail
Portfolio
V,
s.r.o.
(merged
with
CPI
Retail
Portfolio
I,
a.s.)
- 171
CPI
Retail
Portfolio
VI,
s.r.o.
(merged
with
CPI
Retail
Portfolio
I,
a.s.)
- 97
CPI
Retail
Portfolio
VIII
s.r.o.
467 416
CPI
Retails
ONE,
a.s.
- 455
CPI
Retails
ROSA
s.r.o.
- 185
CPI
Retails
THREE,
a.s.
- 1,197
CPI
Retails
TWO,
a.s.
- 378
CPI
Sekunda,
s.r.o.
112 64
CPI
Services,
a.s.
886 202
CPI
Shopping
MB,
a.s.
1,931 2,044
CPI
Shopping
Teplice,
a.s.
3,246 3,265
CPI
Théta,
a.s.
255 239
CPI
Žabotova,
a.s.
339 336
CPIPG
Management
S.à
r.l.
5,054 4,400
CT
Development
sp.
z
o.o.
15
Czech
Property
Investments,
a.s.
22,019 20,965
Čadca
Property
Development,
s.r.o.
- 83
Čáslav Investments,
a.s.
(merged
with
CPI
Retails
TWO)
- 107

C PI FIM S A

C
PI
P
G
G
r
o
u
p
2
0
2
3
2
0
2
2
D
avi
d
L
e
o
G
r
e
e
n
b
a
u
m
3 -
Dia
n
a
D
evelo
p
m
e
n
t
s
p.
z
o.o.
9 1
Eclair
Avi
a
tio
n
s.r.o.
7
3
-
EM
H
S
o
u
t
h
,
s.r.o.
4
6
0
4
7
8
Eq
u
a
t
o
r
II
D
evelo
p
m
e
n
t
s
p.
z
o.o.
2
0
-
Eq
u
a
t
o
r
R
e
al
s
p.
z
o.o.
1
9
2
6
Eu
r
o
p
e
u
m
Kft.
1
,
7
3
8
1
,
7
6
5
F
a
r
h
a
n
,
a.s.
3
,
9
8
6
3
,
7
5
9
F
L
P
r
o
p
e
r
t
y
D
evelo
p
m
e
n
t
,
a.s.
1
2
1
2
F
u
t
u
r
u
m
H
K
S
h
o
p
pin
g
,
s.r.o.
5
,
4
6
7
5
,
8
5
1
F
VE
C
H
Z
s.r.o.
- 6
F
VE
r
o
ofs
&
g
r
o
u
n
d
s
,
s.r.o.
6
4
-
G
a
t
e
w
a
y
Offi
c
e
P
a
r
k
Kft.
- 3
8
3
G
C
A
P
r
o
p
e
r
t
y
D
evelo
p
m
e
n
t
s
p.
z
o.o.
4
9
-
H
D
Inve
s
t
m
e
n
t
s.r.o.
- 3
HECF
V
e
s
t
e
c
2
s.r.o.
(fo
r
m
e
rly
C
PI
V
e
s
t
e
c
,
s.r.o.)
- 6
6
Hig
h
t
e
c
h
P
a
r
k
Kft.
2
5
0
2
2
3
H
o
s
pit
alit
y
Inve
s
t
S.
a
r.l.
5 1
H
O
TEL
U
P
A
R
K
U
,
s.r.o.
1 1
H
r
a
nič
á
ř
,
a.s.
7
7
2
7
6
1
C
h
u
c
hle
A
r
e
n
a
P
r
a
h
a
,
s.r.o.
1 -
IGY2
CB,
a.s.
- 29
IS
Nyír
Ingatlanhasznosítóés
Vagyonkezelo
Kft.
242 212
IS
Zala
Ingatlanhasznosítóés
Vagyonkezelo
Kft.
682 661
Janáčkovo
nábřeží
15,
s.r.o.
387 469
Jeseník
Investments,
a.s.
(merged
with
CPI
Retails
TWO)
- 122
Karnosota,
a.s.
365 -
Kerina,
a.s.
295 309
KOENIG
Shopping,
s.r.o.
3,326 3,222
Komárno
Property
Development,
a.s.
- 51
Kunratická
farma,
s.r.o.
130 39
LD
Praha,
a.s.
172 180
Le
Regina
Warsaw
Sp.
z
o.o.
- 1
Levice
Property
Development,
a.s.
- 149
Lockhart,
a.s.
1,271 1,313
Lucemburská
46,
a.s.
50 172
Marissa
Gama,
a.s.
- -
Marissa
Omikrón,
a.s.
902 980
Marissa
Tau,
a.s.
1,073 1,059
Marissa
Théta,
a.s.
12 17
Marissa
West,
a.s.
2,983 5,437
Marissa
Yellow,
a.s.
- -
Marissa
Ypsilon,
a.s.
- 1,423
MARRETIM
s.r.o.
28 49
MB
Property
Development,
a.s.
(merged
with
Nymburk
Property
Development,
a.s.)
- -
Michalovce
Property
Development,
a.s.
- 84
Moniuszki
Office
sp.
z
o.o.
5 -
MUXUM,
a.s.
341 327
Na
Poříčí,
a.s.
2,123 1,987
New
Age
Kft.
126 57
Notosoaria,
s.r.o.
1,898 -
Nymburk
Property
Development,
a.s.
82 106
OC
Nová
Zdaboř
a.s.
(merged
with
CPI
Retails
ONE)
OC
Spektrum,
s.r.o.
- 778
OFFICE CENTER
HRADČANSKÁ,
a.s.
merged
with
CPI
Office
Business
Center,
s.r.o.
- -
Olomouc
Building,
a.s.
1,533 1,510
Orchard
Hotel
a.s.
430 417
Oxford
Tower
sp.
z
o.o.
152 107
OZ
Trmice,
a.s.
637 17
Ozrics,
Kft.
202 177
Pelhřimov Property
Development,
a.s.
- 134
Platnéřská
10
s.r.o.
5 5
Pólus
Shopping
Center
Zrt.
5,331 5,131
Považská
Bystrica
Property
Development,
a.s.
- 20
Prievidza
Property
Development,
a.s.
- 78
Projekt
Nisa,
s.r.o.
5,392 5,301
Projekt
Zlatý
Anděl,
s.r.o.
4,008 4,271
Prosta
69
Sp.
z
o.o.
4 20
Prostějov Investments,
a.s.
179 86
Příbor
Property
Development,
s.r.o.
(merged
with
CPI
Retail
Portfolio
VIII
s.r.o.)
- 18
Real
Estate
Energy
Kft.
735 4
Residence
Belgická,
s.r.o.
74 78

C PI FIM S A

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Interest expense from related parties

CPI
PG
Group
2023 2022
Andrassy
Hotel
Zrt.
6 1
Andrássy
Real
Kft.
- 2
Arena
Corner
Kft.
- 4
Atrium
Complex
sp.
z
o.o.
31 40
Balvinder,
a.s.
2 1
Baudry
Beta,
a.s.
9 6
BAYTON
Alfa,
a.s.
1 5
BC
99
Office
Park
Kft.
- 5
Beroun
Property
Development,
a.s.
- 8
Best
Properties
South,
a.s.
48 24
BPT
Development,
a.s.
1 3
Brandýs
Logistic,
a.s.
- 1
Brno
Development
Services,
s.r.o.
- 23
BRNO
INN,
a.s.
65 102
Brno
Property
Development,
a.s.
550 708
Březiněves,
a.s.
9 8
Byty
Lehovec,
s.r.o.
23 81
CCAenMPONA
Shopping
Center
Kft.
tral
Tower
81
sp.
z
o.o.
26 17
City
Gardens
Sp.
z
o.o.
75 60
City
Market
Dunakeszi
Kft.
(formerly
Buy-Way
Dunakeszi
Kft.)
- 2
City
Market
Soroksár
Kft.
(formerly
Buy-Way
Soroksár
Kft.)
- 1
CPI
-
Bor,
a.s.
394 8
CPI
-
Real
Estate,
a.s.
10 3
CPI
-
Zbraslav,
a.s.
12 16
CPI
Beet,
a.s.
1 -
CPI
BYTY,
a.s.
768 617
CPI
Delta,
a.s.
(merged
with
CPI
Retail
Portfolio
VIII
s.r.o.)
- 2
CPI
Development
Services,
s.r.o.
(formerly
Brno
Development
Services,
s.r.o.)
154 -
CPI
East,
s.r.o.
64 58
CPI
Energo,
a.s.
172 25
CPI
Facility
Management
Kft.
16 7
CPI
Facility
Slovakia,
a.s.
8 1
CPI
Finance
CEE,
a.s.
3 3
CPI
Flats,
a.s.
- 18
CPI
Green,
a.s.
2 2
CPI
Group
Services,
a.s.
1 -

C PI FIM S A

C
PI
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Gewerbehöfe
Berlin
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GmbH
&
Co.
KG
Hightech
Park
Kft.
3 1
HOTEL
U
PARKU,
s.r.o.
11 16
Hraničář,
a.s.
12 6
IS
Nyír
Kft.
4 3
IS
Zala
Kft.
11 2
Janáčkovo
nábřeží
15,
s.r.o.
1 2
Jeseník
Investments,
a.s.
- 2
Jetřichovice
Property,
a.s.
7 8
Kerina,
a.s.
14 5
KOENIG
Shopping,
s.r.o.
76 68
Komárno
Property
Development,
a.s.
- 1
LD
Praha,
a.s.
9 5
Le
Regina
Warsaw
Sp.
z
o.o.
8 3
Levice
Property
Development,
a.s.
- 1
Lockhart,
a.s.
21 8
Lucemburská
46,
a.s.
3 12
Marissa
Omikrón,
a.s.
11 13
Marissa
Tau,
a.s.
21 10
Marissa
Théta,
a.s.
2 -

CPI FIM SA

CPI
PG
Group
2023 2022
Marissa
West,
a.s.
42 63
Marissa
Ypsilon,
a.s.
- 11
MARRETIM
s.r.o.
1 1
Michalovce
Property
Development,
a.s.
- 1
Moniuszki
Office
sp.
z
o.o.
13 14
MUXUM,
a.s.
4 1
Na
Poříčí,
a.s.
30 35
New
Age
Kft.
1 -
Nymburk
Property
Development,
a.s.
27 27
OC
Nová
Zdaboř
a.s.
(merged
with
CPI
Retails
ONE)
- 11
OC
Spektrum,
s.r.o.
- 6
Olomouc
Building,
a.s.
17 13
Orchard
Hotel
a.s.
8 2
Oxford
Tower
sp.
z
o.o.
22 15
OZ
Trmice,
a.s.
45 -
Pelhřimov Property
Development,
a.s.
- 2
Pólus
Shopping
Center
Zrt.
71 6
PROJECT
FIRST
a.s.
137 150
Projekt
Nisa,
s.r.o.
27 18
Projekt
Zlatý
Anděl,
s.r.o.
24 20
Prosta
69
Sp.
z
o.o.
7 4
Příbor
Property
Development,
s.
r.o.
(merged
with
CPI
Retail
Portfolio
VIII
s.r.o.)
- 1
Radom
Property
Development
sp.
z
o.o.
- 1
Real
Estate
Energy
Kft.
421 15
Rembertów
Property
Development
sp.
z
o.o.
- 2
Residence
Belgická,
s.r.o.
2 1
Residence
Izabella
Zrt.
4 1
Rezidence
Malkovského,
s.r.o.
- 5
Svitavy
Property
Alfa,
a.s.
- 8
Tachov Investments,
s.r.o.
1 5
Telč
Property
Development,
a.s.
- 1
Tepelné
hospodářství
Litvínov s.r.o.
35 32
Trebišov Property
Development,
s.
r.
o.
- 2
Třinec
Investments,
s.r.o.
(merged
with
CPI
Retails
TWO)
- 3
Třinec
Property
Development,
a.s.
6 2
Tyršova
6,
a.s.
7 8
U
svatého
Michala,
a.s.
1 1
V
Team
Prague,
s.r.o.
- 5
Zamość
Property
Development
sp.
z
o.o.
- 3
Zamość
Sadowa
Property
Development
sp.
z
o.o.
- 4
ZET.office,
a.s.
(formerly
CPI
Orange,
a.s.)
3 13
Zgorzelec
Property
Development
sp.
z
o.o.
- 1
Total 140,173 128,231

Sale of CD Property

On 10 March 2023, the Group sold its subsidiary CD Property to the related party SIMMO for EUR 11.7 million.

11 Events after the reporting period

There were no material events after reporting period.

Appendix I – List of group entities

Entities fully consolidated Company Country 31 December 2023 31 December 2022 BD Malostranská, a.s. Czech Republic 100.00% - Brno Property Invest XV., a.s. (Svitavy Property Development, a.s) Czech Republic 100.00% 100.00% Bubny Development, s.r.o. Czech Republic 100.00% 20.00% BYTY PODKOVA, a.s. Czech Republic 100.00% 100.00% Camuzzi, a.s. Czech Republic 100.00% 100.00% Castor Investments sp. z o.o. Poland 100.00% 100.00% Castor Investments sp. z o.o. S.K.A. Poland 100.00% 100.00% CD Property s.r.o. Czech Republic - 100.00% CPI - Krásné Březno, a.s. Czech Republic 100.00% 100.00% CPI - Land Development, a.s. Czech Republic 100.00% 100.00% CPI ACAYA S.r.l. Italy 100.00% 100.00% CPI FIM GOLD, a.s. Czech Republic 100.00% - CPI FIM WHITE, a.s. Czech Republic 100.00% - CPI Italy 130 SPV S.r.l. Italy 100.00% 100.00% CPI Park Chabařovice, s.r.o. Czech Republic 100.00% 100.00% CPI Park Plzeň, s.r.o. Czech Republic 100.00% 100.00% CPI Park Žďárek, a.s. Czech Republic 100.00% 100.00% CPI Pigna S.r.l. Italy 100.00% 100.00% CPI Podhorský Park, s.r.o. Czech Republic 100.00% 100.00% CPI REV Italy II S.r.l. Italy 100.00% 100.00% CPI South, s.r.o. Czech Republic 90.00% 90.00% Darilia, a.s. Czech Republic 20.00% 20.00% Development Doupovská, s.r.o. Czech Republic 75.00% 75.00% Diana Property Sp. z o.o. Poland 100.00% 100.00% Equator IV Offices sp. z o.o. Poland 100.00% 100.00% Estate Grand, s.r.o. Czech Republic 100.00% 100.00% Eurocentrum Offices sp. z o.o. Poland 100.00% 100.00% Industrial Park Stříbro, s.r.o. Czech Republic 100.00% 100.00% JIHOVÝCHODNÍ MĚSTO, a.s. Czech Republic 100.00% 100.00% Land Properties, a.s. Czech Republic 100.00% 100.00% LES MAS DU FIGUER France 100.00% 100.00% Marki Real Estate Sp. z o.o. Poland 100.00% 100.00% MQM Czech, a.s. Czech Republic 100.00% 20.00% NOVÁ ZBROJOVKA, s.r.o. Czech Republic 100.00% 100.00% Nupaky a.s. Czech Republic 100.00% 100.00% Pietroni, s.r.o. Czech Republic 100.00% 100.00% Polygon BC, a.s. Czech Republic 100.00% 20.00% Rezidence Kunratice, s.r.o. Czech Republic 100.00% 100.00% Rezidence Pragovka, s.r.o. Czech Republic 100.00% 100.00% Strakonice Property Development, a.s. Czech Republic 100.00% 100.00% STRM Alfa, a.s. Czech Republic 100.00% 20.00% STRM Beta, a.s. Czech Republic 100.00% 100.00% STRM Gama, a.s. Czech Republic 100.00% 100.00% Vysočany Office, a.s. Czech Republic 100.00% 20.00% WFC Investments sp. z o.o. Poland 100.00% 100.00% Equity method investments Company Country 31 December 2023 31 December 2022

Beta Development, s.r.o. Czech Republic 35.00% 35.00%

Uniborc
S.A.
-----------------

Independent auditor's report

To the Shareholders of CPI FIM SA 40, rue de la Vallée L-2661 Luxembourg

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of CPI FIM SA (the "Company") and its subsidiaries (together, the "Group"), which comprise the consolidated statement of financial position as at 31 December 2023, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2023 and of its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU Regulation Nº 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of the "réviseur d'entreprises agréé" for the audit of the consolidated financial statements" section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

a) Impairment of loans provided

Description

Loans provided represent 70% of the total Group's consolidated assets. The majority of the loans provided have been granted to related parties as detailed in Note 6.5 in the consolidated financial statements. The process for estimating impairment provision on loans provided is a significant and complex area. Management performs an impairment assessment of loans provided and recognizes an allowance for expected credit losses in accordance with IFRS 9.

Due to the complexity, significance of judgements applied and the Group's exposure to loans provided forming a major portion of the Group's assets, the audit of impairment of loans provided is a key area of focus.

Auditors response

Our audit procedures over the impairment on loans provided included, but were not limited to, the following:

  • Obtained an understanding of the key contractual terms of the loans provided.
  • Evaluated the application of requirements of IFRS 9 and appropriateness of the accounting policies applied by the management of the Group.
  • Understood management's model used to determine impairment.
  • Reviewed the data and information used in developing the model and involved EY specialist to review and challenge significant assumptions and parameters used.
  • Tested the accuracy and completeness of the financial data used in the model.
  • Tested the arithmetical accuracy of the model applied.
  • Reviewed and ensured the completeness of the consolidated financial statements disclosures in terms of IFRS 9.

b) Valuation of investment property

Description

The Group owns a portfolio of investment properties comprising office, land, properties under development, retail and residential type of properties located in Europe. Investment property represents 22% of the total Group's assets as at 31 December 2023. Investment properties are valued at fair value in accordance with the Group accounting policies.

Valuation of investment property is a significant judgemental area and is underpinned by a number of factual inputs and assumptions. The valuation is inherently subjective due to, among other factors, the individual nature of each property, the location and the expected cash flows generated by future rentals. The management engaged independent external valuers (hereafter the "Valuers") to externally value 99% of the Group's investment properties.

In determining a property's valuation, the Valuers take into account property specific characteristics and information such as the correct tenancy agreements and rental income. They apply assumptions for yields and estimated market rent, which are influenced by prevailing market yields and comparable market transactions, to come up with their assessment of the fair value.

Due to the above mentioned matters, we consider valuation of investment property as a key audit matter.

Auditors response

Our audit procedures over the valuation of investment property included, but were not limited to, the following:

  • We evaluated the competence, capabilities and objectivity of the valuers and read the terms of engagement of the Valuers to determine whether there were any matters that might have affected their objectivity or limited the scope of their work.
  • For a sample of the valuations across all asset classes of investment properties, geographical locations and external valuers, we traced the inputs used in the valuation process including rents and occupancy rates.
  • In particular, we assessed whether the applied valuation methods are appropriate for the purpose of the valuation of the underlying investment property.
  • For a sample of properties we performed site visits to ensure existence and physical condition of properties.
  • We also involved our own real estate specialist to assist us in evaluating the reasonableness of the assumptions used in valuation models including yields and estimated market rent, for the sample of investment properties.
  • We evaluated any caveats or limitations, if any, included in the Valuers' reports.
  • We assessed the adequacy of the disclosures in the consolidated financial statements.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the consolidated management report and the corporate governance statement but does not include the consolidated financial statements and our report of "réviseur d'entreprises agréé" thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and of those charged with governance for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting and marking up the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation").

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Responsibilities of the "réviseur d'entreprises agréé" for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

  • Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'entreprises agréé" to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Assess whether the consolidated financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as "réviseur d'entreprises agréé" by the General Meeting of the Shareholders on 3 Ocotober 2019 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 1 year.

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

The corporate governance statement, included in the consolidated management report, is the responsibility of the Board of Directors. The information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2023 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Group, it relates to:

  • Financial statements prepared in valid xHTML format;
  • The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on markups specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of the Group as at 31 December 2023 identified as CPI_FIM_S.A._20240328.zip, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we remained independent of the Group in conducting the audit.

Ernst & Young Société anonyme Cabinet de révision agréé Jesus Orozco

CPI FIM SA

Société Anonyme

R.C.S. Luxembourg B 44.996

ANNUAL ACCOUNTS AND REPORT OF THE REVISEUR D'ENTREPRISES AGREE 31 DECEMBER 2023

40, rue de la Vallée L-2661 Luxembourg Share capital: EUR 13,145,076 R.C.S. Luxembourg B 44.996

TABLE OF CONTENTS

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

ANNUAL ACCOUNTS

Notes to the annual accounts

Independent auditor's report

To the Shareholders of CPI FIM SA 40, rue de la Vallée L-2661 Luxembourg

Report on the audit of the financial statements

Opinion

We have audited the financial statements of CPI FIM SA (the "Company"), which comprise the balance sheet as at 31 December 2023, and the profit and loss account for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2023, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.

Basis for opinion

We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU Regulation Nº 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of the "réviseur d'entreprises agréé" for the audit of the financial statements" section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants ("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

a) Valuation of financial assets (shares in affiliated undertakings and loans to affiliated undertakings)

Description

Financial assets represent 85% of the total assets of the Company as at 31 December 2023.

The assessment of the valuation of financial assets requires significant judgement applied by the management in assessing the recovery value of the financial assets and the permanent nature of a potential impairment.

This matter was considered to be a key matter in our audit, since the aforementioned estimates are complex and require significant judgements by management of the Company.

Auditors response

Our audit procedures over the valuation of financial assets included, but were not limited to, the following:

  • Ensured existence, initial cost of investment and ownership of the investments through inspection of acquisition agreements and commercial registers of the underlying investees.
  • Understood the process of financial assets valuation and management's impairment assessment and evaluated the appropriateness of the application of the Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements.
  • Tested the arithmetical accuracy of the management's impairment test based on comparison with the net equity of the underlying investees and assessed the conclusions reached by the management in respect of recognized impairment and/or reversal of historical impairment.
  • Tested the accuracy and completeness of the provided loan database, on a representative sample basis, by tracing the loan terms to the underlying loan agreements, the repayments of principal and interest to the bank statements and the outstanding loan and accrued interest balances to the counterparties.
  • Performed recalculation of the interest on loans to affiliated undertaking based on known data.
  • Reviewed and ensured the completeness of the financial statements' disclosures.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report and the corporate governance statement but does not include the financial statements and our report of "réviseur d'entreprises agréé" thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and of those charged with governance for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The Board of Directors is also responsible for presenting the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation").

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the "réviseur d'entreprises agréé" for the audit of the financial statements

The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

  • Conclude on the appropriateness of Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the "réviseur d'entreprises agréé" to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the "réviseur d'entreprises agréé". However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as "réviseur d'entreprises agréé" by the General Meeting of the Shareholders on 3 October 2019 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 5 years.

The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

The corporate governance statement, included in the management report, is the responsibility of the Board of Directors. The information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

We have checked the compliance of the financial statements of the Company as at 31 December 2023 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Company, it relates to:

• Financial statements prepared in valid xHTML format;

In our opinion, the financial statements of the Company as at 31 December 2023, identified as CPIFIM_31_12_2023_AFR, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.

We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit.

Ernst & Young Société anonyme Cabinet de révision agréé Jesus Orozco

FSGVERP20240311T13090801_002 Page 1/5
Annual Accounts Helpdesk : RCSL Nr. :
B44996
Matricule : 1993 2209 554
Tel.
: (+352) 247 88 494
eCDF entry date :
Email
: [email protected]

BALANCE SHEET

Financial year from 01 01/01/2023 to 02 31/12/2023 (in 03 EUR )

CPI FIM SA

40, rue de la Vallée L-2661 Luxembourg

ASSETS

Reference(s) Current year Previous year
A. Subscribed capital unpaid 1101 101 102
I. Subscribed capital not called 1103 103 104
II. Subscribed capital called but
unpaid
1105 105 106
B. Formation expenses 1107 107 108
C. Fixed assets Note 3
1109
109 5.436.408.133,00 110 5.456.462.246,00
I. Intangible assets 1111 111 112
1. Costs of development 1113 113 114
2. Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115 115 116
a)
acquired for valuable
consideration and need not be
shown under C.I.3
1117 117 118
b)
created by the undertaking
itself
1119 119 120
3. Goodwill, to the extent that it
was acquired for valuable
consideration
1121 121 122
4. Payments on account and
intangible assets under
development
1123 123 124
II. Tangible assets 1125 125 126
1. Land and buildings 1127 127 128
2. Plant and machinery 1129 129 130
FSGVERP20240311T13090801_002
Page 2/5
RCSL Nr. :
B44996
Matricule : 1993 2209 554
Reference(s) Current year Previous year
3. Other fixtures and fittings, tools
and equipment
4. Payments on account and 1131 131 132
tangible assets in the course
of construction
1133 133 134
III. Financial assets 1135 Note 3 135 5.436.408.133,00 136 5.456.462.246,00
1. Shares in affiliated undertakings 1137 Note 3.1 137 919.369.414,00 138 621.967.142,00
2. Loans to affiliated undertakings 1139 Note 3.2 139 4.365.823.522,00 140 4.670.985.968,00
3. Participating interests 1141 Note 3.3 141 0,00 142 0,00
4. Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143 Note 3.4 143 7.013.165,00 144 9.694.945,00
5. Investments held as fixed
assets 1145 Note 3.5 145 120.902.521,00 146 153.668.446,00
6. Other loans 1147 Note 3.6 147 23.299.511,00 148 145.745,00
D. Current assets 1151 Note 4 151 930.963.294,00 152 354.741.920,00
I. Stocks 1153 153 154
1. Raw materials and consumables 1155 155 156
2. Work in progress 1157 157 158
3. Finished goods and goods
for resale 1159 159 160
4. Payments on account 1161 161 162
II. Debtors 1163 163 868.890.170,00 164 252.903.287,00
1. Trade debtors 1165 165 3.023.400,00 166 378.441,00
a)
becoming due and payable
within one year
1167 Note 4.1 167 3.023.400,00 168 378.441,00
b)
becoming due and payable
after more than one year
1169 169 170
2. Amounts owed by affiliated
undertakings
1171 171 864.598.946,00 172 246.329.610,00
a)
becoming due and payable
within one year
1173 Note 4.2 173 833.798.266,00 174 225.513.599,00
b)
becoming due and payable
after more than one year
1175 Note 4.3 175 30.800.680,00 176 20.816.011,00
3. Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests 1177 177 89.475,00 178 208.948,00
a)
becoming due and payable
within one year
1179 Note 4.4 179 89.475,00 180 208.948,00
b)
becoming due and payable
after more than one year
1181 181 182
4. Other debtors 1183 183 1.178.349,00 184 5.986.288,00
a)
becoming due and payable
within one year
1185 Note 4.5 185 1.178.349,00 186 5.986.288,00
b)
becoming due and payable
after more than one year 1187 187 188

The notes in the annex form an integral part of the annual accounts

FSGVERP20240311T13090801_002 Page 3/5
RCSL Nr. :
B44996
Matricule : 1993 2209 554
Reference(s) Current year Previous year
III. Investments 1189 189 190
1.
Shares in affiliated undertakings
1191 191 192
2.
Own shares
1209 209 210
3.
Other investments
1195 195 196
IV. Cash at bank and in hand 1197 197 62.073.124,00 198 101.838.633,00
E. Prepayments 1199 199 61.964,00 200 61.987,00
TOTAL (ASSETS) 201 6.367.433.391,00 202 5.811.266.153,00

CAPITAL, RESERVES AND LIABILITIES

Reference(s) Current year Previous year
A. Capital and reserves Note 5 301 953.449.163,00 302 780.806.338,00
I.
Subscribed capital
1301
1303
303 13.145.076,00 304 13.145.076,00
II.
Share premium account
1305 305 784.669.809,00 306 784.669.809,00
III.
Revaluation reserve
1307 307 308
IV.
Reserves
1309 309 448.131.945,00 310 448.131.945,00
1.
Legal reserve
1311 311 448.131.945,00 312 448.131.945,00
2.
Reserve for own shares
1313 313 314
3.
Reserves provided for by the
articles of association
1315 315 316
4.
Other reserves, including the
fair value reserve
a)
other available reserves
1429 429 430
b)
other non available reserves
1431 431 432
V.
Profit or loss brought forward
1433 433 -465.140.493,00 434 -551.030.101,00
VI.
Profit or loss for the financial year
1319 319 172.642.826,00 320 85.889.609,00
VII. Interim dividends 1321 321 322
VIII. Capital investment subsidies 1323 323 324
1325 325 326
B. Provisions 331 332
1.
Provisions for pensions and
similar obligations 1333 333 334
2.
Provisions for taxation
1335 335 336
3.
Other provisions
1337 337 338
C. Creditors 435 5.413.984.228,00 436 5.030.459.815,00
1.
Debenture loans
1437 437 438
a)
Convertible loans
1439 439 440
i)
becoming due and payable
within one year
1441 441 442
ii)
becoming due and payable
after more than one year
1443 443 444
b)
Non convertible loans
1445 445 446
i)
becoming due and payable
within one year
1447 447 448
ii)
becoming due and payable
after more than one year
1449 449 450
2.
Amounts owed to credit
institutions
17.798,00 22.334,00
a)
becoming due and payable
1355 355 356
within one year 1357 Note 6 357 17.798,00 358 22.334,00
b)
becoming due and payable
after more than one year
1359 359 360

The notes in the annex form an integral part of the annual accounts

FSGVERP20240311T13090801_002 Page 5/5
RCSL Nr. :
B44996
Matricule : 1993 2209 554
Reference(s) Current year Previous year
3. Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361 361 362
a) becoming due and payable
within one year
1363 363 364
b) becoming due and payable
after more than one year
1365 365 366
4. Trade creditors 1367 367 606.444,00 368 806.859,00
a) becoming due and payable
within one year
1369 369 606.444,00 370 806.859,00
b) becoming due and payable
after more than one year
1371 371 372
5. Bills of exchange payable 1373 373 374
a) becoming due and payable
within one year
1375 375 376
b) becoming due and payable
after more than one year
1377 377 378
6. Amounts owed to affiliated
undertakings
1379 Note 7 379 5.413.313.455,00 380 5.025.515.243,00
a) becoming due and payable
within one year
1381 Note 7.1 381 551.834.455,00 382 314.750.963,00
b) becoming due and payable
after more than one year
1383 Note 7.2 383 4.861.479.000,00 384 4.710.764.280,00
7.
interests
Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
1385 385 386
a) becoming due and payable
within one year 1387 387 388
b) becoming due and payable
after more than one year
1389 389 390
8. Other creditors 1451 Note 8 451 46.531,00 452 4.115.379,00
a) Tax authorities 1393 393 0,00 394 2.481,00
b) Social security authorities 1395 395 32.867,00 396 26.450,00
c) Other creditors 1397 397 13.664,00 398 4.086.448,00
i)
becoming due and
payable within one year
1399 399 13.664,00 400 4.086.448,00
ii)
becoming due and
payable after more than
one year
1401 401 402
D. Deferred income 1403 403 404
TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 6.367.433.391,00 406 5.811.266.153,00
Annual Accounts Helpdesk : RCSL Nr. :
B44996
Matricule : 1993 2209 554
Tel.
: (+352) 247 88 494
eCDF entry date :

Email : [email protected]

PROFIT AND LOSS ACCOUNT

Financial year from 01 01/01/2023 to 02 31/12/2023 (in 03 EUR )

FSGVERP20240311T13090801_003

CPI FIM SA

40, rue de la Vallée L-2661 Luxembourg

Reference(s) Current year Previous year
1. Net turnover 1701 701 702
2. Variation in stocks of finished
goods and in work in progress
1703 703 704
3. Work performed by the undertaking
for its own purposes and capitalised
1705 705 706
4. Other operating income Note 9
1713
6.025.192,00
713
4.200.535,00
714
5. Raw materials and consumables and
other external expenses
1671 -1.266.436,00
671
-1.428.429,00
672
a)
Raw materials and consumables
1601 -9.166,00
601
-14.061,00
602
b)
Other external expenses
Note 10
1603
-1.257.270,00
603
-1.414.368,00
604
6. Staff costs Note 11
1605
-755.290,00
605
-801.298,00
606
a)
Wages and salaries
1607 -628.260,00
607
-665.620,00
608
b)
Social security costs
1609 -119.799,00
609
-128.505,00
610
i)
relating to pensions
1653 653 654
ii)
other social security costs
1655 -119.799,00
655
-128.505,00
656
c)
Other staff costs
1613 -7.231,00
613
-7.173,00
614
7. Value adjustments Note 12
1657
-3.628.191,00
657
547.051,00
658
a)
in respect of formation expenses
and of tangible and intangible
fixed assets
b)
in respect of current assets
1659
1661
659
-3.628.191,00
661
660
547.051,00
662
8. Other operating expenses Note 13
1621
-4.823.137,00
621
-2.970.701,00
622
FSGVERP20240311T13090801_003 Page 2/2
RCSL Nr. : B44996 Matricule : 1993 2209 554
Reference(s) Current year Previous year
9.
Income from participating interests
1715 715 5.481.242,00 716 11.982.066,00
a)
derived from affiliated undertakings
Note 14
1717
717 5.481.242,00 718 11.982.066,00
b)
other income from participating
interests
1719 719 720
10. Income from other investments and
loans forming part of the fixed assets
Note 15
1721
721 255.840.050,00 722 218.394.993,00
a)
derived from affiliated undertakings
Note 15.1
1723
723 254.411.506,00 724 217.265.844,00
b)
other income not included under a)
Note 15.2
1725
725 1.428.544,00 726 1.129.149,00
11. Other interest receivable and similar
income Note 16
1727
727 61.951.171,00 728 43.996.631,00
a)
derived from affiliated undertakings
Note 16.1
1729
729 57.906.145,00 730 34.812.865,00
b)
other interest and similar income
Note 16.2
1731
731 4.045.026,00 732 9.183.766,00
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663 663 664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
Note 17
1665
665 3.776.756,00 666 -2.855.487,00
14. Interest payable and similar expenses Note 18
1627
627 -149.970.089,00 628 -185.166.890,00
a)
concerning affiliated undertakings
Note 18.1
1629
629 -148.231.208,00 630 -175.879.531,00
b)
other interest and similar expenses
Note 18.2
1631
631 -1.738.881,00 632 -9.287.359,00
15. Tax on profit or loss 1635 635 636 -194,00
16. Profit or loss after taxation 1667 667 172.631.268,00 668 85.898.277,00
17. Other taxes not shown under items
1 to 16
Note 19
1637
637 11.558,00 638 -8.668,00
18. Profit or loss for the financial year 1669 669 172.642.826,00 670 85.889.609,00

NOTE 1 - GENERAL INFORMATION

CPI FIM SA, Société Anonyme ("the Company" and "CPI FIM"), RCS number B 44.996, was incorporated under the Luxembourg Company Law on 9 September 1993 as a limited liability company (Société Anonyme) for an unlimited period of time.

The Company has for object the taking of participating interests, in whatsoever form in either Luxembourg or foreign countries, especially in real estate companies in the Czech Republic, Poland and other countries of Eastern Europe and the management, control and development of such participating interests. The Company, through its subsidiaries (together "the Group"), is principally involved in providing financing and management services, and the development of properties for its own portfolio or intended to be sold in the ordinary course of business.

The registered office of the Company is established at 40, rue de la Vallée, L-2661 Luxembourg.

As at 31 December 2023 the Company's shares were listed on the regulated markets of the Warsaw Stock Exchange and of the Luxembourg Stock Exchange.

The financial year is from 1 January 2023 to 31 December 2023.

As at 31 December 2023, the Company is directly controlled by CPI Property Group S.A. by 97.31 % (2022: 97.31 %), a Luxembourg entity of which Mr. Radovan Vítek is the ultimate beneficial owner with 89.99 % of voting rights (2022: 89.35 %). Other shares of CPI FIM SA grant 2.69% voting rights.

Total 1,314,507,629 shares grant 100.00% voting rights.

Board of Directors

As at 31 December 2023, the Board of Directors consists of the following directors: Mr. David Greenbaum Mr. Edward Hughes Mrs. Anita Dubost Mr. Scot Wardlaw

The consolidated financial statements and separate annual accounts of the Company can be obtained at its registered office, 40, rue de la Vallée, L-2661 Luxembourg and at the following website: www.cpifimsa.com.

NOTE 2 - ACCOUNTING PRINCIPLES, RULES AND METHODS

Basis of preparation and going concern

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements. Accounting policies and valuation rules are, besides the ones laid down by the law of 10 August 1915, as subsequently amended ("the Commercial Company Law"), determined and applied by the Board of Directors.

The Company maintains its accounting records in Euro (EUR). The financial statements are presented in EUR. All figures in tables are presented rounded to the nearest thousand, except when otherwise indicated.

The financial statements were authorized for issue by the Board of Directors on 28 March 2024.

Significant accounting policies

Financial assets

Financial assets include shares in affiliated undertakings, loans to affiliated undertakings, participating interests, loans to undertakings with which the undertaking is linked by virtue of participating interests and investments held as fixed assets. Financial assets are valued individually at the lower of their acquisition price less permanent impairment or recoverable value. Amounts owed by affiliated undertakings, amounts owed by undertakings with which the Company is linked by virtue of participating interest and other loansshown under "Financial assets" are recorded at their nominal value. A value adjustment is recorded when the recovery value is partially or fully compromised on permanent basis.

The value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Provided and received cash pool transactions

The Company classifies the provided and received cash pool transactions on behalf agreed cash-pool contracts, including interests, as other current receivables and other current liabilities, respectively.

Debtors

Trade debtors, amounts owed by affiliated undertakings, amounts owed by undertakings with which the undertaking is linked by virtue of participating interest and other debtors are valued at their nominal value. They are subject to value adjustments where their recovery value is partially of fully compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.

Provisions

Provisions are intended to cover losses or debts the nature of which is clearly defined and which at the balance sheet date are either likely or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.

Provisions may also be created in order to cover charges which have their origin in the financial year under review or in a previous financial year, the nature of which is clearly defined and which at the date of the balance sheet are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise

Creditors

Creditors include amounts owed to affiliated undertakings and trade and other creditors. Creditors are valued at their nominal value.

Conversion of foreign currencies

During the financial year, the acquisitions and sales of financial assets as well as income and charges in currencies other than EUR are converted into EUR at the exchange rate prevailing at the transaction dates.

At the balance sheet date, the acquisition price of the financial assets – shares in affiliated, participating interests and other investments expressed in currency other than the EUR remains converted at the historical exchange rate. All other assets and liabilities expressed in a currency other than EUR are valued at the closing rate or historical rate under the prudence concept. The unrealised and realised losses, as well as the realised gains are recorded in the profit and loss account.

Cross-currency swaps – hedge

Cross-currency swap interest is recorded at its nominal value. The interest is reported in balance sheet as other debtors, respectively other creditors. The interest is reported separately in profit and loss account. The Company records the fixed amounts on off-balance accounts. The same approach is used for fair value of a cross-currency swap.

Derivative instrument - investments

The Company records the fixed amounts on off-balance accounts. The fair value of a derivative instrument is reported as other receivable, respectively payable, and in profit and loss account as similar income to interest, respectively expense.

Net turnover

Net turnover includes income from invoicing of operating costs.

Value adjustments

Value adjustments are deducted directly from the related asset.

Other operating income

Other operating income includes income from invoicing of operating costs and providing management services.

NOTE 3 - FINANCIAL ASSETS

2023 Shares in affiliated undertakings Loans to affiliated undertakings
Gross book value
Balance at 1 January 2023 691,634 4,738,123
Additions for the year 317,614 1,100,836
Disposals for the year (8,867) (1,425,725)
Balance at 31 December 2023 1,000,381 4,413,234
Accumulated value adjustments
Balance at 1 January 2023 (69,667) (67,137)
Allocations for the year (12,590) (8,459)
Reversals for the year 1,245 28,186
Balance at 31 December 2023 (81,012) (47,410)
Net book value as at 1 January 2023 621,967 4,670,986
Net book value as at 31 December 2023 919,369 4,365,824

3.1 - Shares in affiliated undertakings

In the context of the impairment analysis, the Company compares acquisition cost with Net Equity of undertaking and applies value adjustment, when the Net equity is lower than acquisition cost. The Company uses the Net Equity method for the valuation of non-tradable shares. Results of value adjustments are reported in Note 17.

Undertakings in which the Company holds participation in their share capital are detailed in the following table on the next page.

Name of the
undertaking
Country Ccy % held Cost Cost change Cost Accumulated
impairment
Reversal of
impairment /
(impairment)
Accumulated
impairment
Carrying
value
Carrying
value
Net equity
(**)
Result of
2023
31.12.23 31.12.2022 in 2023 31.12.2023 31.12.2022 in 2023 31.12.2023 31.12.2022 31.12.2023
BD Malostranská,
a.s.*
Czech
Republic
CZK 100.00% -- 5,474 5,474 -- (677) (677) -- 4,797 4,797 1,990
Brno Property Invest
XV., a.s.
Czech
Republic
CZK 100.00% 1,062 -- 1,062 -- -- -- 1,062 1,062 2,505 1,131
Bubny Development,
s.r.o.***
Czech
Republic
CZK 100.00% 15,847 155,007 170,854 -- -- -- 15,847 170,854 211,994 10,889
BYTY PODKOVA, a.s. Czech
Republic
CZK 100.00% 67 -- 67 -- -- -- 67 67 1,589 48
Camuzzi, a.s. Czech
Republic
CZK 100.00% 3,646 -- 3,646 (760) (470) (1,230) 2,886 2,416 2,416 (411)
CD Property
s.r.o.****
Czech
Republic
CZK 0.00% 7,407 (7,407) -- -- -- -- 7,407 -- -- --
CPI - Krásné Březno,
a.s.
Czech
Republic
CZK 100.00% 3,049 -- 3,049 (370) (2) (372) 2,679 2,677 2,677 67
CPI - Land
Development, a.s.
Czech
Republic
CZK 100.00% 37,399 (759) 36,641 -- -- -- 37,399 36,641 37,761 1,720
CPI FIM GOLD,
a.s.***
Czech
Republic
CZK 100.00% -- 85 85 -- (5) (5) -- 80 80 --
CPI FIM WHITE,
a.s.***
Czech
Republic
CZK 100.00% -- 85 85 -- (5) (5) -- 80 80 --
CPI Park
Chabařovice, s.r.o.
Czech
Republic
CZK 100.00% 3,485 -- 3,485 -- -- -- 3,485 3,485 5,004 (125)
CPI Park Plzeň, s.r.o. Czech
Republic
CZK 100.00% 6,019 -- 6,019 -- -- -- 6,019 6,019 18,898 (315)
CPI Pigna S.r.l. Italy EUR 100.00% 2,021 1,600 3,621 -- -- -- 2,021 3,621 3,981 (1,400)
CPI Podhorský park,
s.r.o.
Czech
Republic
CZK 0.00% 11,277 -- 11,277 -- -- -- 11,277 11,277 27,736 3,575
CPI REV Italy II S.r.l. Italy EUR 100.00% 1,437 4,200 5,637 (1,437) (3,682) (5,119) -- 518 518 (4,082)
CPI South, s.r.o. Czech
Republic
CZK 90.00% 1,603 -- 1,603 -- -- -- 1,603 1,603 2,315 (104)
Development
Doupovská, s.r.o.
Czech
Republic
CZK 75.00% 3,046 -- 3,046 (2,846) 50 (2,796) 200 250 334 77
Diana Property Sp. z
o.o.
Poland PLN 100.00% 777 -- 777 -- -- -- 777 777 2,022 (154)
Equator IV Offices
sp. z o.o.
Poland PLN 100.00% 30,419 -- 30,419 -- -- -- 30,419 30,419 30,509 (3,857)
Estate Grand, s.r.o. Czech
Republic
CZK 100.00% 8 -- 8 -- -- -- 8 8 6,621 (238)
Name of the
undertaking
Country Ccy % held Cost Cost change Cost Accumulated
impairment
Reversal of
impairment /
(impairment)
Accumulated
impairment
Carrying
value
Carrying
value
Net equity
(**)
Result of
2023
31.12.23 31.12.2022 in 2023 31.12.2023 31.12.2022 in 2023 31.12.2023 31.12.2022 31.12.2023
Eurocentrum Offices
sp. z o.o.
Poland PLN 100.00% 132,752 -- 132,752 -- (6,196) (6,196) 132,752 126,556 126,556 (28,440)
FAMIACO
ENTERPRISES
COMPANY LIMITED
Cyprus EUR 100.00% 1 -- 1 (1) -- (1) -- -- -- --
Industrial Park
Stříbro, s.r.o.
Czech
Republic
CZK 100.00% 8 -- 8 -- -- -- 8 8 83 3
JIHOVÝCHODNÍ
MĚSTO, a.s.
Czech
Republic
CZK 100.00% 41,287 -- 41,287 (30,401) (480) (30,881) 10,886 10,406 10,406 (218)
Land Properties,
a.s.*
Czech
Republic
CZK 100.00% 32,033 (5,474) 26,558 (8,507) (986) (9,492) 23,526 17,066 17,066 (3,100)
Marki Real Estate sp.
z o.o. w likwidacji
Poland PLN 100.00% 22,282 -- 22,282 (19,018) 494 (18,524) 3,264 3,758 3,758 229
MQM Czech, a.s.*** Czech
Republic
CZK 100.00% 3,237 25,146 28,383 -- -- -- 3,237 28,383 29,093 (3,603)
NOVÁ ZBROJOVKA,
s.r.o.
Czech
Republic
CZK 100.00% 22,465 -- 22,465 -- -- -- 22,465 22,465 105,997 3,236
Nupaky a.s. Czech
Republic
CZK 100.00% 7,338 -- 7,338 (2,572) (86) (2,658) 4,766 4,680 4,680 33
ORCO Blumentálska
a.s.
Slovakia EUR 100.00% 2,980 -- 2,980 (2,980) -- (2,980) -- -- -- --
Orco Bucharest Cyprus EUR 100.00% 3 -- 3 (3) -- (3) -- -- -- --
Orco Project Sp. z
o.o.*
Poland PLN 100.00% 701 (701) -- (701) 701 -- -- -- -- --
Pietroni, s.r.o.**** Czech
Republic
CZK 100.00% -- -- -- -- -- -- -- -- (8,627) (2,106)
Polygon BC, a.s.*** Czech
Republic
CZK 100.00% 8,733 68,591 77,324 -- -- -- 8,733 77,324 80,984 (8,264)
Rezidence Kunratice,
s.r.o.
Czech
Republic
CZK 100.00% 13 -- 13 -- -- -- 13 13 3,425 (160)
Rezidence Pragovka,
s.r.o.
Czech
Republic
CZK 100.00% 17,079 -- 17,079 -- -- -- 17,079 17,079 84,184 (64)
Strakonice Property
Development, a.s.
Czech
Republic
CZK 100.00% 221 -- 221 (69) (3) (72) 152 149 149 1
STRM Alfa, a.s.*** Czech
Republic
CZK 100.00% 5,110 55,150 60,260 -- -- -- 5,110 60,260 73,422 1,583
STRM Beta, a.s. Czech
Republic
CZK 100.00% 5,224 -- 5,224 -- -- -- 5,224 5,224 8,845 946
STRM Gama, a.s. Czech
Republic
CZK 100.00% 8,016 -- 8,016 -- -- -- 8,016 8,016 20,945 2,283
Vysočany Office,
a.s.***
Czech
Republic
CZK 100.00% 19 7,751 7,770 -- -- -- 19 7,770 9,722 (334)
Name of the
undertaking
Country Ccy % held Cost Cost change Cost Accumulated
impairment
Reversal of
impairment /
(impairment)
Accumulated
impairment
Carrying
value
Carrying
value
Net equity
(**)
Result of
2023
31.12.23 31.12.2022 in 2023 31.12.2023 31.12.2022 in 2023 31.12.2023 31.12.2022 31.12.2023
WFC Investments sp.
z o.o.
Poland PLN 100.00% 253,565 -- 253,565 -- -- -- 253,565 253,565 254,754 (28,098)
Difference due to rounding to thousand EUR and linking Total to
other tables
(2) (1) (3) (2) 2 (1) (4) (4)
Total 691,634 308,747 1,000,381 (69,667) (11,345) (81,012) 621,967 919,369

(*) Land Properties, a.s. spun off to new entity BD Malostranská, a.s.

(**) Net equity calculation is based on unaudited Financial Statements in accordance with IFRS as adopted by EU

(***) The Company acquired/increased stake in undertakings

(****) The Company did not impaired Pietroni s.r.o., because the Net equity doesn't reflect value of 67,000,000 shares of CPI Property Group S.A., that Pietroni s.r.o. owned as at 31 December 2023

(*****) The undertaking was liquidated/sold

3.2 - Loans to affiliated undertakings

2023 2022
Amount due 4,413,234 4,738,123
Value adjustments (47,410) (67,137)
Net value 4,365,824 4,670,986

The Company provides loans to affiliated undertakings with the interest rate range of 0.48%-15.14% p.a. (2022: 0.48%-13.01% p.a.) and maturity dates until December 2030. The Company provided non-interest bearing loan to ENDURANCE HOSPITALITY FINANCE S.à r.l., for which the maturity date is not specified, in the amount of EUR 8,043 thousand (2022: EUR 8,043 thousand).

Results of value adjustments are reported in Note 17 and Note 22.

3.3 - Participating interests

Name of
the
% held Cost Cost
change
Cost Accumulated
impairment
Reversal of
impairment /
(impairment)
Accumulated
impairment
Carrying
value
Carrying
value
undertaking 31.12.2023 31.12.2022 in 2023 31.12.2023 31.12.2022 in 2023 31.12.2023 31.12.2022 31.12.2023
Uniborc S.A. 35.00% 725 7,000 7,725 (725) (7,000) (7,725) -- --
Total 725 7,000 7,725 (725) (7,000) (7,725) -- --

The Net Equity of the undertaking is negative in the amount of EUR 1,604 thousand (2022: EUR -4,741 thousand), therefore the Company applied value adjustment. Results of value adjustments are reported in Note 17 and Note 22.

3.4 - Loans to undertakings with which the undertaking is linked by virtue of participating interests

2023 2022
Amount due 8,617 14,435
Value adjustments (1,604) (4,740)
Net value 7,013 9,695

As at 31 December 2023, the Company provided loans to Uniborc S.A. with an interest rate of 3M EURIBOR + 2.28 % p.a. (2022: 3M EURIBOR + 7.00% p.a.), change in interest rate from 27 July 2023 and maturity date in May 2028. Results of value adjustments are reported in Note 17 and Note 22.

3.5 - Investments held as fixed assets

Name State Ccy %
held
Cost Cost
change
Cost Accumulated
impairment
Reversal of
impairment
(impairment)
Accum.
Impairment
Carrying
value
Carrying
value
as at
31.12.23
31.12.22 in 2023 31.12.23 31.12.22 in 2023 31.12.23 31.12.22 31.12.23
Other
undertakings*
MCO EUR 0.10% 9 -- 9 (4) -- (4) 5 5
IT000545313 ITA EUR -- 153,663 (32,765) 120,898 -- -- -- 153,663 120,898
Total 153,668 120,903

*The Company uses the Net Equity method for the valuation of non-tradable shares.

IT000545313 Asset-Backed Variable Return Notes of CPI Italy 130 SPV S.r.l.

The Company subscribed notes of Partly Paid Asset Backed Variable Return Notes issued by investments vehicle CPI Italy 130 SPV S.r.l. in total nominal value EUR 300 million in September 2021 with initial investment of EUR 120,234 thousand. In 2023 the Company paid no additional investment (2022: EUR 12,125 thousand) and received partly repayment in the amount of EUR 32,765 thousand (2022: EUR 412 thousand). The notes are repayable on 30 September 2031. Initial maturity date could be extended until 30 September 2036.

3.6 - Other loans

As at 31 December 2023, the Company recognises deposit in the amount of EUR 146 thousand (2022: EUR 146 thousand).

NOTE 4 - CURRENT ASSETS

4.1 - Trade debtors becoming due and payable within one year

2023 2022
Amount due 3,260 615
Value adjustments (236) (237)
Net value 3,024 378

4.2 - Amounts owed by affiliated undertakings becoming due and payable within one year

The amounts owed by affiliated undertakings becoming due and payable within one year contain principals, accrued interest, other receivables and trade receivables on amounts owed by affiliated undertakings.

As the cash-pool leader, the Company recognised the provided cash pool principal and interest balance within "Other" items. As at 31 December 2023, the cash-pool provided principal is EUR 53,245 thousand (2022: EUR 63,431 thousand) with the interest of EUR 327 thousand (2022: EUR 286 thousand).

The Company concluded FX forward/swap contracts with several entities within CPIPG Group. The fair value of contracts is reported within "Other" item in the total amount of EUR 1,810 thousand (2022: EUR 11,975 thousand).

2023 2022
Principal Interest Other Total Principal Interest Other Total
Amount due 577,710 132,317 129,645 839,673 83 147,521 79,416 227,020
Value adjustments (928) (4,947) -- (5,875) (83) (1,358) (65) (1,506)
Net value 576,782 127,370 129,645 833,798 -- 146,163 79,351 225,514

Provided loans bear interest within range from 1.47% p.a. to 5.42% p.a. (2022: 1.6% p.a.).

4.3 - Amounts owed by affiliated undertakings becoming due and payable after more than one year

The amounts owed by affiliated undertakings becoming due and payable after more than one year contain accrued interest that is payable together with principal.

2023 2022
Principal Interest Other Total Principal Interest Other Total
Amount due -- 30,801 -- 30,801 -- 20,816 -- 20,816
Value adjustments -- -- -- -- -- -- -- --
Net value -- 30,801 -- 30,801 -- 20,816 -- 20,816

4.4 - Amounts owed by undertakings with which the undertaking is linked becoming due and payable within one year

The amounts owed by undertakings with which the undertaking is linked becoming due and payable within one year have been considered as follows:

2023 2022
Principal Interest Other Total Principal Interest Other Total
Amount due -- 89 -- 89 -- 209 -- 209
Value adjustments -- -- -- -- -- -- -- --
Net value -- 89 -- 89 -- 209 -- 209

4.5 - Other debtors becoming due and payable within one year

The amounts owed by other debtors becoming due and payable within one year have been considered as follows:

2023 2022
Principal Interest Other Tax Total Principal Interest Other Tax Total
authorities authorities
Amount due -- 852 828 317 1,997 -- 5,827 828 150 6,805
Value adjustments -- -- (819) -- (819) -- -- (819) -- (819)
Net value -- 852 9 317 1,178 -- 5,827 9 150 5,986

NOTE 5 - CAPITAL AND RESERVES

Subscribed capital and share premium account

As at 31 December 2023 and 2022, the subscribed capital of the Company of EUR 13,145,076.29 is represented by 1,314,507,629 ordinary shares. The shares of the Company have a par value of EUR 0.01 per share and are fully paid. Each share is entitled to a prorate portion of the profits and share capital of the Company, as well as to a voting right and representation at the time of a general meeting, all in accordance with statutory and legal provisions.

Legal reserve

In accordance with the Commercial Company Law, the Company must appropriate to the legal reserve a minimum of 5% of the annual net profit until such reserve equals 10% of the subscribed capital. Distribution in form of dividends of the legal reserve is prohibited.

Movements in capital and reserves

Subscribed
capital
Share
premium
account
Legal reserve Profit / loss
brought
forward
Profit / loss
for the
financial year
TOTAL
As at 31 December 2022 13,145 784,670 448,132 (551,030) 85,890 780,807
AGM on 31 May 2023 –
allocation of 2022 result
-- -- -- 85,890 (85,890) --
Profit for the financial year -- -- -- -- 172,643 172,643
As at 31 December 2023 13,145 784,670 448,132 (465,141) 172,643 953,449

NOTE 6 - AMOUNTS OWED TO CREDIT INSTITUTIONS

The Company concluded credit facility agreements in the total credit frame of EUR 16,053 thousand (2022: EUR 17,191 thousand) to grant funds for financing cash requirements of the CPIPG Group, with banks within Société Générale Group and OTP Banky Nyrt. As at 31 December 2023, unpaid arrangement and commitment fees are in the total amount of EUR 18 thousand (2022: EUR 22 thousand).

NOTE 7 - AMOUNTS OWED TO AFFILIATED UNDERTAKINGS

7.1 - Amounts owed to affiliated undertakings, becoming due and payable within one year

The Company, as a cash-pool leader, recognised cash-pool open balance as at 31 December 2023 as the other amounts owed to affiliated undertakings. The Company increased stakes in several Czech undertakings from German undertaking in the amount of EUR 311,645 thousand, reported as "Other" (see Note 3 and Note 22). The following amounts owed to affiliated undertakings are considered:

2023 2022
Principal 88,300 163,389
Interest 103,825 84,385
Other 359,709 66,977
Cash-pool principal 47,690 52,275
Cash-pool interest 235 173
Trade 139 27
Other 311,645 14,502
Total 551,834 314,751

7.2 - Amounts owed to affiliated undertakings, becoming due and payable after more than one year

2023 2022
Principal 4,861,479 4,710,764
Other -- --
Total 4,861,479 4,710,764

The Company received loans with interest rate range of 0.00% - 7.86% p.a. (2022: 0.00% - 6.00%p.a.) and maturity dates up to 27 January 2031.

NOTE 8 - OTHER CREDITORS

8.1 - Other creditors becoming due and payable within one year

The Company concluded Four-way Novation Agreement with Nomura International plc, SMBC Bank EU AG and CPI PG and Cross-currency interest rate swap wastransferred from Nomura International plc to SMBC Bank EU AG and from the Company to CPI PG.

2023 2022
Interest -- 4,073
Other 14 14
Total 14 4,087

NOTE 9 - OTHER OPERATING INCOME

Other operating income includes mainly administrative service fees provided across the Group. The Company also received reimbursement of flights rendered to Mr. Radovan Vítek through the flight service agreement entered in 2018 (see Note 23).

2023 2022
Administrative services 1,222 1,219
Flight services 4,734 2,905
Others 69 77
Total 6,025 4,201

NOTE 10 - OTHER EXTERNAL EXPENSES

2023 2022
Rental, maintenance and repairs 247 272
Financial services 470 481
Bank fees 36 237
Professional fees - management fee 26 26
Professional fees: 418 343
legal fee 122 69
audit fee 94 129
advisory fee 68 44
other fee 134 101
Insurance fee 2 3
Advertising, publications, public relations 16 17
Travelling costs 19 15
Other various fees 23 20
Total 1,257 1,414

NOTE 11 - STAFF COSTS

The Company had 7 employees in 2023 (2022: 8).

2023 2022
Wages and salaries 635 672
Social security costs 120 129
Total 755 801

NOTE 12 - VALUE ADJUSTMENTS IN RESPECT OF CURRENT ASSETS

2023 2022
Affiliated undertakings (3,628) 357
Other -- 190
Total (3,628) 547

NOTE 13 - OTHER OPERATING EXPENSES

2023 2022
Flight services 4,739 2,905
Directors fee 61 61
Other 23 4
Total 4,823 2,970

NOTE 14 - INCOME FROM PARTICIPATING INTERESTS DERIVED FROM AFFILIATED UNDERTAKINGS

Income from participating interests derived from affiliated undertakings is as follows:

2023 2022
Dividend 542 11,982
Gain from disposal of undertakings/disposed undertakings 4,939 --
Total 5,481 11,982

NOTE 15 - INCOME FROM OTHER INVESTMENTS AND LOANS FORMING PART OF THE FIXED ASSETS

15.1 - Derived from affiliated undertakings

The loans forming part of the fixed assets generated interest income of EUR 252,831 thousand in the year 2023 (2022: EUR 217,266 thousand) and gain from disposal of loans in the amount of EUR 1,581 thousand.

15.2 - Other income not from affiliated undertakings

The loans forming part of the fixed assets provided to interest participating and other parties generated interest income of EUR 1,063 thousand (2022: EUR 1,001 thousand).

The Company received variable income from notes of Partly Paid Asset Backed Variable Return Notes issued by investments vehicle CPI Italy 130 SPV S.r.l. (see Note 3.5) in the amount of EUR 365 thousand (2022: 128 thousand).

NOTE 16 - OTHER INTEREST RECEIVABLE AND SIMILAR INCOME

16.1 - Derived from affiliated undertakings

2023 2022
Interest 5,200 2,837
Foreign currency exchange gains 49,888 21,820
Fair value of FX forward contract 2,732 10,156
Other 86 --
Total 57,906 34,813

16.2 - Other interest and similar income

2023 2022
Interest 2,589 7,924
Foreign currency exchange gains 1,340 1,137
Other 116 123
Total 4,045 9,184

NOTE 17 - VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF INVESTMENTS HELD AS CURRENT ASSETS

Value adjustments of financial assets are as follows:

2023 2022
Shares (18,347) (9,005)
Loans 22,124 6,150
Affiliated undertakings 19,987 6,946
Other 3,137 (796)
Total 3,777 (2,855)

The positive value is decrease of value adjustments, the negative value is increase of value adjustments.

NOTE 18 - INTEREST PAYABLE AND SIMILAR EXPENSES

18.1 - Concerning affiliated undertakings

2023 2022
Interest 146,957 129,699
Foreign currency exchange losses 476 41,836
Loss on disposal of shares in affiliated 701 --
Loss on disposal amounts owed by affiliated due to liquidation 97 4,324
Other -- 21
Total 148,231 175,880

18.2 - Other interest and similar expenses

2023 2022
Interest 133 4,335
Foreign currency exchange losses 1,166 4,496
Loss on SPOT transactions 340 168
Loss on disposal of financial fixed assets -- 215
Other 100 73
Total 1,739 9,287

NOTE 19 - TAX ON PROFIT OR LOSS

The Company is subject to Luxembourg income tax and Net wealth tax. Income tax was nil in 2023 and 2022.

2023 2022
Net wealth tax (12) 9
Total 12 9

NOTE 20 - OFF BALANCE SHEET COMMITMENTS

In relation to the strategy of developing its financing activity, the Company signed several credit facility agreements.

The Company has provided credit facility to following entities:

Type of entity Drawdown Limit 2023 Drawdown Limit 2022
Affiliated undertakings 3,351,440,000 CZK 2,872,440,000 CZK
74,000,000 EUR 219,005,462 EUR
Affiliated undertakings – entities in CPI Group 39,623,660,348 CZK 52,485,860,348 CZK
5,719,798,540 EUR 7,492,398,540 EUR
206,950,000 GBP 225,782,159 GBP
87,418,469,600 HUF 92,202,469,600 HUF
150,000,000 RON 150,000,000 RON
2,900,000 USD -- --
Others (participating interests, related) 314,416,824 EUR 314,644,443 EUR
601,508,056 CZK -- --

The Company has been provided credit facility agreements from following entities:

Type of entity Drawdown Limit 2023 Drawdown Limit 2022
Affiliated undertakings 89,000,000 CZK 150,000,000 CZK
297,500,000 EUR 95,000,000 EUR
-- PLN 86,000,000 PLN
Affiliated undertakings – entities in CPI Group 4,125,800,000 CZK 4,066,800,000 CZK
5,411,883,485 EUR 4,931,383,485 EUR
-- GBP 196,600,000 GBP
-- CHF 75,000,000 CHF

NOTE 21 - REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Board attendance compensation for the year 2023 amounts to EUR 61,000 (2022: EUR 61,000). The Annual General Meeting held on 28 May 2014 resolved to approve, with the effect as of 1 January 2014, the payment of attendance fees to all independent, non-executive Directors of the Company in the amount of EUR 3,000 per calendar month as a base fee and empowered the Board of Directors to decide at its sole discretion about the payment of additional fees up to EUR 3,000 per calendar month to independent, non-executive Directors of the Company.

NOTE 22 - RELATED PARTY TRANSACTIONS

The Company considers entities reported as affiliated undertakings:

  • entity, that are owned by the Company (directly or indirectly),
  • related party owned directly or indirectly by CPI Property Group S.A.
  • The Company considers related party reported as other:
    • Mr. Radovan Vítek and related party owned by Mr. Radovan Vítek, the ultimate beneficial owner of the Company.

Entity owned by the Company (directly or indirectly) in 2023

Transactions with these partners are part of Notes 3.1, 3.2, 3.3, 3.4, 4.2, 4.3, 4.4, 7.1, 7.2, 12, 14, 15.1, 15.2, 16.1, 17 and 18.1.

NOVÁ ZBROJOVKA, s.r.o.
Nupaky a.s.
ORCO PROJECT sp. z o.o.
Pietroni, s.r.o.
Polygon BC, a.s.
Rezidence Kunratice, s.r.o.
Rezidence Pragovka, s.r.o.
SCP Reflets
Strakonice Property Development,
a.s.
STRM Alfa, a.s.
STRM Beta , a.s.
STRM Gama, a.s.
Uniborc S.A.
Vysočany Office, a.s.
MQM Czech, a.s. WFC Investments sp. z o.o.
CPI South, s.r.o.
Darilia, a.s.
Development Doupovská, s.r.o.
Diana Property Sp. z o.o.
Equator IV Offices sp. z o.o.
Estate Grand, s.r.o.
Eurocentrum Offices sp. z o.o.
FAMIACO ENTERPRISES COMPANY
LIMITED
Industrial Park Stříbro, s.r.o.
JIHOVÝCHODNÍ MĚSTO, a.s.
Land Properties, a.s.
Les Mas du Figuier
Marki Real Estate sp. z o.o. w
likwidacji

Related party owned directly or indirectly by CPI Property Group S.A., with them the Company recognised transactions in 2023 and 2022

Transactions with these partners are part of Notes 3.2, 4.2, 4.3, 7.1, 7.2, 9, 10, 12, 13, 14, 15.1, 15.2, 16.1, 17 and 18.1.

1 Bishops Avenue Limited Březiněves, a.s. CPI - Horoměřice, a.s.
Agrome s.r.o. BRNO INN, a.s. CPI - Orlová, a.s.
AIRPORT
CITY
Brno Property Development, a.s. CPI - Real Estate, a.s.
INGATLANBEFEKTETÉSI Kft. Byty Lehovec, s.r.o. CPI - Zbraslav, a.s.
Airport City Phase B Kft. Čadca
Property
Development,
CPI Beet, a.s.
ALIZÉ PROPERTY a.s. s.r.o.
CPI Blatiny, s.r.o.
Andrassy Hotel Zrt. CAMPONA Shopping Center Kft. CPI BYTY, a.s.
Andrássy Real Kft. Carpenter Invest, a.s. CPI Delta, a.s. (merged with CPI
Angusland s.r.o. Čáslav Investments, a.s. Retail Portfolio VIII s.r.o.)
Arena Corner Kft. CB Property Development, a.s. CPI Development Services, s.r.o.
Atrium Complex sp. z o.o. CEE PROPERTY-INVEST Immobilien (formerly
Brno
Development
Balvinder, a.s. GmbH Services, s.r.o.)
Baudry Beta, a.s. Central Tower 81 sp. z o.o. CPI East,s.r.o.
BAYTON Alfa, a.s. Ceratopsia, a.s. CPI Energo, a.s.
BAYTON Gama, a.s. Českolipská farma s.r.o. CPI Facility Management Kft.
BC 99 Office Park Kft. Českolipská zemědělská a.s. CPI Facility Slovakia, a.s.
Beroun Property Development, a.s. Chuchle Arena Praha, s.r.o. CPI Finance CEE, a.s.
Best Properties South, a.s. City Gardens Sp. z o.o. CPI Flats, a.s.
Biochov s.r.o. City Market Dunakeszi Kft. CPI Green, a.s.
Biopotraviny s.r.o. City Market Soroksár Kft. CPI Group Services, a.s.
BPT Development, a.s. Conradian, a.s. CPI Hotels Poland sp. z o.o.
Brandýs Logistic, a.s. CPI - Bor, a.s. CPI Hotels Properties, a.s.

CPI Hotels Slovakia, s. r. o. CPI Hotels, a.s. CPI Hungary Investments Kft. CPI Hungary Kft. CPI IMMO CPI Kappa, s.r.o. CPI Kvinta, s.r.o. CPI Management, s.r.o. CPI Národní, s.r.o. CPI Office Business Center, s.r.o. CPI Office Prague, s.r.o. CPI Park Jablonné v Podještědí, s.r.o. CPI Poland Property Management sp. z o.o. CPI Poland Sp. z o.o. CPI Property Group S.A. CPI Property, s.r.o. CPI Reality, a.s. CPI Retail One Kft. CPI RETAIL PORTFOLIO HOLDING Kft. CPI Retail Portfolio I, a.s. CPI Retail Portfolio II, a.s. CPI Retail Portfolio IV, s.r.o. CPI Retail Portfolio V, s.r.o. (merged with CPI Retail Portfolio I, a.s.) CPI Retail Portfolio VI, s.r.o. (merged with CPI Retail Portfolio I, a.s.) CPI Retail Portfolio VIII s.r.o. CPI Retails ONE, a.s. CPI Retails Rosa s.r.o. CPI Retails THREE, a.s. CPI Retails TWO, a.s. CPI Sekunda, s.r.o. CPI Services, a.s. CPI Shopping MB, a.s. CPI Shopping Teplice, a.s. CPI Smart Power, a.s. CPI Théta, a.s. CPI Žabotova, a.s. CPIPG Management S.à r.l. CT Development sp. z o.o. Czech Property Investments, a.s. Děčínská zemědělská a.s. Diana Development sp. z o.o. Eclair Aviation s.r.o. EMH South, s.r.o. ENDURANCE HOSPITALITY ASSET S.à r.l. ENDURANCE HOSPITALITY FINANCE S.à r.l. Equator II Development sp. z o.o. Equator Real sp. z o.o. Europeum Kft. Farhan, a.s. Farma Ploučnice a.s. Farma Svitavka s.r.o. Farmy Frýdlant a.s. FL Property Development, a.s. Futurum HK Shopping, s.r.o.

FVE CHZ s.r.o. FVE roofs & grounds, s.r.o. Gadwall, Sp. z o.o. Gateway Office Park Kft. GCA Property Development sp. z o.o. Gebauer Höfe Liegenschaften GmbH GSG ARMO Verwaltungsgesellschaft mbH GSG Asset GmbH & Co. Verwaltungs KG GSG Berlin GmbH (formerly Gewerbesiedlungs-Gessellschaft mbH) GSG Berlin Invest GmbH GSG Europa Beteiligungs GmbH GSG Gewerbehöfe Berlin 1. GmbH & Co. KG GSG Gewerbehöfe Berlin 2. GmbH & Co. KG GSG Gewerbehöfe Berlin 3. GmbH & Co. KG GSG Gewerbehöfe Berlin 4. GmbH & Co. KG GSG Gewerbehöfe Berlin 5. GmbH & Co. KG HD Investment s.r.o. HECF Vestec 2 s.r.o. Hightech Park Kft. Hospitality invest S.à r.l. HOTEL U PARKU, s.r.o. Hraničář, a.s. IGY2 CB, a.s. IS Nyír Kft. IS Zala Kft. JAGRA spol. s r.o. Janáčkovo nábřeží 15, s.r.o. Jeseník Investments, a.s. Jetřichovice Property, a.s. Karnosota, a.s. Kerina, a.s. KOENIG Shopping, s.r.o. Komárno Property Development, a.s. Kunratická farma, s.r.o. LD Praha, a.s. Le Regina Warsaw Sp. z o.o. Levice Property Development, a.s. Lockhart, a.s. Lucemburská 46, a.s. Marcano, a.s. Marissa Omikrón, a.s. Marissa Tau, a.s. Marissa Théta, a.s. Marissa West, a.s. Marissa Ypsilon, a.s. MARRETIM s.r.o. Michalovce Property Development, a.s. MMR RUSSIA S.à r.l. Moniuszki Office sp. z o.o. MUXUM, a.s.

Na Poříčí, a.s. New Age Kft. Nymburk Property Development, a.s. OC Nová Zdaboř a.s. OC Spektrum, s.r.o. Olomouc Building, a.s. Orchard Hotel a.s. Oxford Tower sp. z o.o. OZ Trmice, a.s. Ozrics Kft. Pelhřimov Property Development, a.s. Platnéřská 10 s.r.o. Pólus Shopping Center Zrt. Považská Bystrica Property Development, a.s. Příbor Property Development, s. r.o. (merged with CPI Retail Portfolio VIII s.r.o.) Prievidza Property Development, a.s. PROJECT FIRST a.s. Projekt Nisa, s.r.o. Projekt Zlatý Anděl, s.r.o. Prosta 69 Sp. z o.o. Prostějov Investments, a.s. PV - Cvikov s.r.o. Radom Property Development sp. z o.o. Real Estate Energy Kft. Rembertów Property Development sp. z o.o. Residence Belgická, s.r.o. Residence Izabella Zrt. Rezidence Jančova, s.r.o. Rezidence Malkovského, s.r.o. Rizeros, a.s. RSBC Kvarta s.r.o. (formerly CPI Kvarta s.r.o.) Savile Row 1 Limited Seattle, s.r.o. Spojené elektrárny, s.r.o. Spojené farmy a.s. ST Project Limited Statek Kravaře, a.s. Statenice Property Development, a.s. Svitavy Property Alfa, a.s. Tachov Investments, s.r.o. TARNÓW PROPERTY DEVELOPMENT sp. z o.o. Telč Property Development, a.s. Tepelné hospodářství Litvínov s.r.o. Trebišov Property Development, s. r. o. Třinec Investments, s.r.o. Třinec Property Development, a.s. Tyršova 6, a.s. U svatého Michala, a.s. Uchaux Limited V Team Prague, s.r.o.

Verneřický Angus a.s. Vigano, a.s. WXZ1 a.s. Zamość Property Development sp. z o.o.

Zamość Sadowa Property Development sp. z o.o. Ždírec Property Development, a.s. (merged with CPI Retail Portfolio VIII s.r.o.) Zelená farma s.r.o.

Zelená louka s.r.o. ZEMSPOL s.r.o. ZET.office, a.s. Zgorzelec Property Development sp. z o.o.

Related party owned by Mr. Radovan Vítek reported as other

Transactions with these partners are part of Notes 4.1, 12, 16.2, 18.2.

Aspermont S. à r.l. Boville S. à r.l. CPIPG Holding S.à r.l. Efimacor S.à r.l. Larnoya Invest S.à r.l. Logan Estates S.à r.l. – Ed Hughes Ravento S.à r.l. Senales Invest S.à r.l. Rizalit, a.s. Vítek Radovan WHIPLASH EQUITIES S.à r.l.

Other related party reported as Other linked by management of the Company – investments vehicle

Transactions with these partners are part of Notes 3.5, 9, 15.2, 16.2.

CPI Italy 130 SPV S.r.l. PAC Italy 130 SPV S.r.l.

NOTE 23 - GUARANTEES AND OTHER CONTINGENCIES

Eclair Aviation commitment

On March 2, 2018, the Company entered a contract with Eclair Aviation under the terms of which the Company commit to a minimum usage of flight services representing an amount of TUSD 4,200 per year.

As at the date of the publication of the financial statements, the Company has no litigation that would lead to any material contingent liability except as disclosed in Note 24.

NOTE 24 - LITIGATIONS

Kingstown dispute in Luxembourg

On 20 January 2015, CPIPG was served with a summons containing petition of the three companies namely Kingstown Partners Master Ltd. of the Cayman Islands, Kingstown Partners II, LP of Delaware and Ktown LP of Delaware (together referred to as "Kingstown"), claiming to be the shareholders of the Company, filed with the Tribunal d´Arrondissement de et a Luxembourg (the "Luxembourg Court"). The petition seeks condemnation of CPIPG together with the Company and certain members of the Company's board of directors as jointly and severally liable to pay damages in the amount of EUR 14.5 million and compensation for moral damage in the amount of EUR 5 million. According to Kingstown's allegation the claimed damage has arisen as a consequence of inter alia alleged violation of the Company's minority shareholders rights.

To the best of the Company´s knowledge, Kingstown was not at the relevant time a shareholder of the Company. Therefore, and without any assumption regarding the possible violation, the Company believes that it cannot be held liable for the violation of the rights of the shareholders of another entity.

The Management of the Company has been taking all available legal actions to oppose these allegations in order to protect the corporate interest as well as the interest of its shareholders. Accordingly, the parties sued by Kingstown raised the exceptio judicatum solvi plea, which consists in requiring the entity who initiated the proceedings and who does not reside in the European Union or in a State which is not a Member State of the Council of Europe to pay a legal deposit to cover the legal costs and compensation procedure. On 19 February 2016 the Luxembourg Court rendered a judgement, whereby each claimant has to place a legal deposit in the total amount of EUR 90 thousand with the "Caisse de Consignation" in Luxembourg in order to continue the proceedings. Kingstown paid the deposit in January 2017, and the litigation, currently being in a procedural stage, is pending. In October 2018, Kingstown's legal advisers filed additional submission to increase the amount of alleged damages claimed to EUR 157.0 million. The Company continues to believe the claim is without merit.

On 21 June 2019 the CPIPG received a first instance judgment, which declared that a claim originally filed by Kingstown in 2015 was null and void against CPIPG. The Court dismissed the claim against CPIPG because the claim was not clearly pleaded ("libellé obscur"). Specifically, Kingstown did not substantiate or explain the basis of their claim against CPIPG and failed to demonstrate how CPIPG committed any fault.

In December 2020, the Luxembourg Court declared that the inadmissibility of the claim against CPIPG and certain other defendants has not resulted in the inadmissibility of the litigation against the Company and the remaining defendants. Some defendants have decided to appeal against this judgment of which declared the claim admissible against the Company. On 28 March 2023 the court of appeal has rejected the appeal and therefore the will be ongoing on other issues of inadmissibility and the merits before the first instance Luxembourg Court during 2024.

Disputes related to warrants issued by the Company

The Company was sued by holders of the warrants holders of 2014 Warrants registered under ISIN code XS0290764728 (the "2014 Warrants"). The first group of the holders of the Warrants sued the Company for approximately EUR 1.2 million in relation to the Change of Control Notice published by the Company, notifying the holders of the 2014 Warrants that the Change of Control, as defined in the Securities Note and the Summary for the 2014 Warrants, occurred on 8 June 2016. The second holder of the 2014 Warrants sued the Company for approximately EUR 1 million in relation to the alleged change of control which allegedly occurred in 2013. These litigations are pending. The Company is defending itself against these lawsuits.

It is reminded that in accordance with the judgement of the Paris Commercial Court pronounced on 26 October 2015 concerning the termination of the Company's Safeguard Plan, liabilities that were admitted to the Safeguard, but are conditional or uncalled (such as uncalled bank guarantees, conditional claims of the holders of 2014 Warrants registered under ISIN code XS0290764728, provided that they were admitted to the Safeguard plan), will be paid according to their contractual terms. Pre-Safeguard liabilities that were not admitted to the Company's Safeguard will be unenforceable. As such, only claims of holders of the 2014 Warrants, whose potential claims were admitted to the Company's Safeguard Plan, could be considered in respect of the present Change of Control. Claims of holders of the 2014 Warrants that were not admitted to the Company's Safeguard will be unenforceable against the Company. To the best of Company's knowledge, none of the holders of the 2014 Warrants who sued the Company filed their claims 2014 Warrants related claims in the company's Safeguard Plan.

On 9 March 2023 the Luxembourg Court issued a judgment, rejecting the claims of the holders of the 2014 Warrants. The Luxembourg Court confirmed that any claim in relation to the change of control provision had to be made, in accordance with the provisions of the Paris Commercial Code, within 2 months as from the date of publication of the judgement opening the Safeguard Procedure in the French Official Gazette. Since the claimants did not comply with this obligation, their claim for payment under the change of control provision is not well-founded and has to be rejected. The claimants did not appeal, and the case is closed now.

NOTE 25 - POST BALANCE SHEET EVENTS

There have been other material post balance sheet events that would require disclosure or adjustment to these annual accounts.

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